Oncolytics Biotech® Outlines Strategic Rationale for Proposal to Change Jurisdiction of Incorporation to Nevada

Rhea-AI Summary

Oncolytics Biotech (Nasdaq: ONCY) announced a proposal to change its jurisdiction of incorporation from Alberta, Canada, to the State of Nevada to align corporate domicile with its predominantly U.S.-based operations, management, shareholders, and capital markets activity. Effective January 1, 2026 the company became a domestic issuer under SEC rules and lost foreign private issuer status. The domestication requires shareholder approval at a Special Meeting on January 15, 2026 for holders of record as of December 9, 2025. A Form F-4 registration statement (No. 333-290954) has been declared effective by the SEC.

Positive

• Simplifies regulatory structure for a U.S.-focused company
• Positions company to improve access to U.S. capital markets
• Company already a U.S. domestic SEC filer effective Jan 1, 2026

Negative

• Domestication subject to shareholder approval at Jan 15, 2026 vote
• Loss of previous Canadian domicile may require legal and administrative changes

News Market Reaction

-2.41%

1 alert

-2.41% News Effect

On the day this news was published, ONCY declined 2.41%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Domestic issuer date: January 1, 2026 Shareholder record date: December 9, 2025 Special Meeting date: January 15, 2026 +2 more

5 metrics

Domestic issuer date January 1, 2026 Date Oncolytics became a U.S. domestic issuer under SEC rules

Shareholder record date December 9, 2025 Record date for voting on domestication at Special Meeting

Special Meeting date January 15, 2026 Scheduled date for shareholder vote on Nevada domestication

Proxy solicitation fee CAD $35,000 Fee payable to Laurel Hill Advisory Group for proxy services

Registration number 333-290954 SEC registration number for Form F-4 related to domestication

Market Reality Check

Price: $1.17 Vol: Volume 532,096 is broadly...

normal vol

$1.17 Last Close

Volume Volume 532,096 is broadly in line with the 523,429 20-day average, indicating typical trading interest into the domicile update. normal

Technical Shares at $0.9916 are trading above the $0.91 200-day MA, reflecting an improving longer-term trend ahead of the Nevada vote.

Peers on Argus

ONCY is up 3.23% while close biotech peers show mixed moves, with several (e.g.,...

1 Up

ONCY is up 3.23% while close biotech peers show mixed moves, with several (e.g., GNLX, ACTU, ZURA) down modestly. Only one peer appears in momentum scans, suggesting today’s action is stock‑specific around the Nevada domestication rationale rather than a broad sector rotation.

Historical Context

5 past events · Latest: Jan 07 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 07	Advisory board expansion	Positive	-0.4%	Added three GI cancer experts to guide pelareorep development.
Dec 16	Clinical data update	Positive	+12.7%	Reported encouraging KRAS‑mutant mCRC efficacy and translational findings.
Dec 09	Nevada vote logistics	Neutral	+1.3%	Rescheduled special meeting and detailed continuance and domestication steps.
Nov 20	Meeting postponement	Neutral	+0.9%	Delayed special meeting due to SEC timing after government shutdown.
Nov 19	Pivotal study alignment	Positive	+1.0%	Announced FDA alignment on Phase 3 design in first‑line pancreatic cancer.

Pattern Detected

Recent news flow links clinical progress with mostly positive price reactions, while strategic and governance items like the Nevada redomiciliation have historically produced modest, generally aligned moves.

Recent Company History

Over the last few months, Oncolytics has combined governance changes with advancing pelareorep. The company secured FDA alignment on a Phase 3 design in metastatic pancreatic cancer on Nov 19, 2025 and later reported strong efficacy data in KRAS‑mutant mCRC on Dec 16, 2025, which drew a 12.68% gain. In parallel, multiple releases on the Alberta‑to‑Nevada redomiciliation, meeting scheduling, and advisory board expansion have seen modest price shifts, framing today’s detailed Nevada rationale as part of a continuing U.S.-focused transition.

Market Pulse Summary

This announcement details Oncolytics’ plan to change its incorporation from Alberta to Nevada, align...

Analysis

This announcement details Oncolytics’ plan to change its incorporation from Alberta to Nevada, aligning with its U.S.-based operations, investor base, and recent shift to SEC domestic issuer status on January 1, 2026. It builds on earlier filings and meeting notices about the same domestication process. Investors may focus on how a Nevada structure could streamline regulation while continuing to monitor pelareorep’s clinical progress and upcoming shareholder decisions at the January 15, 2026 Special Meeting.

Key Terms

foreign private issuer, domestication, registration statement, form f-4, +3 more

7 terms

foreign private issuer regulatory

"lost its status as a “foreign private issuer” under those rules"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

domestication regulatory

"The proposed domestication to the State of Nevada is intended to better position"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

registration statement regulatory

"The Company has filed a registration statement on Form F-4 (Registration No. 333-290954)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

form f-4 regulatory

"registration statement on Form F-4 (Registration No. 333-290954), as amended"

Form F-4 is an official filing with the U.S. Securities and Exchange Commission used by non-U.S. companies when they offer securities in connection with mergers, acquisitions, exchange offers or similar transactions. It acts like a detailed product label or instruction manual that explains the deal, the securities being offered, financials, risks and voting requirements, and it matters to investors because it provides the essential facts needed to evaluate how the transaction could affect ownership, value and future returns.

prospectus regulatory

"by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

proxy solicitation regulatory

"may be deemed to be participants in the solicitation of proxies from the shareholders"

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

fast track designation regulatory

"both development programs have received Fast Track designation from the FDA"

A "fast track designation" is a process that speeds up the review and approval of a product or project, allowing it to reach the market or be completed more quickly than usual. For investors, it can signal that a product may become available sooner, potentially leading to earlier revenue or benefits, and indicating a priority status that might influence company performance and market opportunities.

AI-generated analysis. Not financial advice.

SAN DIEGO, Jan. 09, 2026 (GLOBE NEWSWIRE) -- Oncolytics Biotech^® Inc. (Nasdaq: ONCY) (“Oncolytics” or the “Company”), a clinical-stage immunotherapy company developing pelareorep, today provided additional context regarding its previously announced proposal to change the Company’s jurisdiction of incorporation from Alberta, Canada, to the State of Nevada in the United States.

The Company believes it is important to clearly communicate the strategic and operational reasons underlying this proposal as Oncolytics continues its transition into a U.S.-focused clinical-stage oncology company.

Over the past several years, Oncolytics’ operations, management team, shareholder base, and capital markets activity have become predominantly U.S.-based. In parallel, effective January 1, 2026, the Company became a domestic issuer under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and lost its status as a “foreign private issuer” under those rules, resulting in increased regulatory complexity without corresponding benefits. As a result, management determined that maintaining a Canadian corporate domicile no longer aligns with the Company’s operations or long-term strategy.

The proposed domestication to the State of Nevada is intended to better position Oncolytics for its next phase of growth by simplifying its regulatory structure, improving operational efficiency, and enhancing access to U.S. capital markets. The State of Nevada was chosen because of its favorable corporate environment and comprehensive and flexible corporate laws.

“Our decision to seek to change the Company’s jurisdiction of incorporation to the State of Nevada reflects where Oncolytics is today and where we are headed,” said Jared Kelly, Chief Executive Officer of Oncolytics. “We are a U.S.-focused oncology company with U.S.-based leadership, operations, and investors. This move simplifies our structure, improves capital markets access, and positions us more effectively for future strategic opportunities, including partnerships and potential M&A activity. We believe Nevada offers a compelling long-term home for biotech companies like ours.”

The proposed domestication to the State of Nevada is subject to shareholder approval. Oncolytics shareholders of record as of December 9, 2025, will be asked to vote on a series of transactions that will change the jurisdiction of Oncolytics from Alberta, Canada, to the State of Nevada, among other things, at a special meeting (the “Special Meeting”) scheduled for January 15, 2026.

About Oncolytics Biotech Inc.
Oncolytics is a clinical-stage biotechnology company developing pelareorep, an investigational intravenously delivered double-stranded RNA immunotherapeutic agent. Pelareorep has demonstrated encouraging results in multiple first-line pancreatic cancer studies, two randomized Phase 2 studies in metastatic breast cancer, and early-phase studies in anal and colorectal cancer. It is designed to induce anti-cancer immune responses by converting immunologically “cold” tumors “hot” through the activation of innate and adaptive immune responses.

The Company is advancing pelareorep in combination with chemotherapy and/or checkpoint inhibitors in metastatic pancreatic and breast cancers, of which both development programs have received Fast Track designation from the FDA, and other gastrointestinal tumors. Oncolytics is actively pursuing strategic partnerships to accelerate development and maximize commercial impact. For more about Oncolytics, please visit: www.oncolyticsbiotech.com or follow the Company on social media on LinkedIn and on X @oncolytics.

Additional Information and Where to Find It
The Company has filed a registration statement on Form F-4 (Registration No. 333-290954), as amended (the “Registration Statement”), with the SEC that includes a management circular/prospectus and other relevant documents in connection with the Company’s proposed domestication to the State of Nevada and certain other matters, and that Registration Statement has been declared effective by the SEC. The Company has delivered the definitive management circular/prospectus to shareholders for the Special Meeting. ONCOLYTICS SHAREHOLDERS ARE URGED TO READ CAREFULLY THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED DOMESTICATION TRANSACTIONS. Investors may obtain a free copy of the management circular/prospectus and other filings containing information about Oncolytics and the proposed domestication to the State of Nevada from the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the management circular/prospectus and other filings containing information about Oncolytics and the proposed domestication to the State of Nevada can be obtained without charge by directing a request to Oncolytics Biotech Inc., Suite 804, 322 11th Avenue SW, Calgary, Alberta T2R 0C5 (telephone (403) 670-7377), or accessing them on the Company’s corporate website at www.oncolyticsbiotech.com.

Participants in the Solicitation
Oncolytics, its directors, executive officers, certain other members of management, and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Oncolytics in favor of the proposed domestication to the State of Nevada. In addition, Oncolytics has engaged Laurel Hill Advisory Group to aid in the solicitation of proxies for the Special Meeting, and Laurel Hill Advisory Group may solicit proxies by personal interview, mail, telephone, facsimile, email, or otherwise. Oncolytics will pay Laurel Hill Advisory Group approximately CAD $35,000 for its proxy solicitation services, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. Solicitations also may be made by mail, email, personal interview, telephone, or other electronic transmission by directors, officers, and other employees of Oncolytics without additional compensation.

Additional information regarding the interests of potential participants in the proxy solicitation is included in the management circular/prospectus and other relevant documents that the Company has filed and intends to file with the SEC in connection with the Special Meeting.

No Offer or Solicitation
This press release is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.

Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information under applicable Canadian securities laws (such forward-looking statements and forward-looking information are collectively referred to herein as “forward-looking statements”). Forward-looking statements contained in this press release include statements regarding Oncolytics’ intention to hold a special meeting of shareholders to vote on, among other things, the proposed domestication to the State of Nevada, including the timing of the Special Meeting; beliefs as to the potential, registration, mechanism of action and benefits of pelareorep as a cancer therapeutic; Oncolytics’ plan to continue actively pursuing strategic partnerships; Oncolytics’ goals, strategies and objectives; Oncolytics’ belief in the clinical promise of pelareorep in metastatic colorectal and other gastrointestinal cancers; Oncolytics’ transition into a U.S.-focused clinical-stage oncology company; and the anticipated benefits of the proposed change of Oncolytics’ jurisdiction of incorporation from Alberta, Canada to the State of Nevada. In any forward-looking statement in which Oncolytics expresses an expectation or belief as to future results, such expectations or beliefs are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will be achieved. These statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those anticipated. These risks include, but are not limited to, regulatory outcomes, financial resources, access to capital markets, market dynamics, and the impact of any prolonged shutdown of the U.S. government. Please refer to Oncolytics’ public filings with securities regulators in the United States and Canada for more information. The Company assumes no obligation to update forward-looking statements, except as required by law.

Company Contact
Jon Patton
Director of IR & Communication
jpatton@oncolytics.ca

Investor Relations for Oncolytics
Mike Moyer
LifeSci Advisors
+1-617-308-4306
mmoyer@lifesciadvisors.com

Media Contact for Oncolytics
Owen Blaschak
LifeSci Communications
oblaschak@lifescicomms.com

FAQ

What is Oncolytics (ONCY) proposing for its corporate domicile?

Oncolytics proposes to change its jurisdiction of incorporation from Alberta, Canada to the State of Nevada.

When will ONCY shareholders vote on the proposed domestication to Nevada?

Shareholders will vote at a Special Meeting scheduled for January 15, 2026.

Who is eligible to vote on the ONCY domestication proposal?

Oncolytics shareholders of record as of December 9, 2025 are eligible to vote.

Has Oncolytics filed the required SEC documents for the Nevada domestication?

Yes; a Form F-4 (Registration No. 333-290954) has been filed and declared effective by the SEC.

Why does ONCY say Nevada is the chosen jurisdiction?

The company cited Nevada's favorable corporate environment and flexible corporate laws to support future growth.

Will Oncolytics continue U.S. regulatory reporting after the change?

Oncolytics became a U.S. domestic SEC issuer effective January 1, 2026, indicating continued U.S. regulatory reporting.

Did Oncolytics engage any firm to solicit proxies for the Jan 15, 2026 meeting?

Yes; Oncolytics engaged Laurel Hill Advisory Group and will pay approximately CAD $35,000 for solicitation services.