Oncolytics Biotech launches $75M ATM stock program

Oncolytics Biotech Inc. entered into an Open Market Sale Agreement with Jefferies LLC to sell shares of common stock with an aggregate offering price of up to $75.0 million through an at-the-market program.

Rhea-AI Filing Summary

Oncolytics Biotech Inc. entered into an Open Market Sale Agreement with Jefferies LLC to sell shares of common stock with an aggregate offering price of up to $75.0 million through an at-the-market program.

Sales will be made from time to time under the company’s effective Form S-3 shelf registration, with Jefferies acting as agent or principal and earning a commission of up to 3.0% of gross proceeds. The company plans to use any net cash raised to fund clinical development of pelareorep, related research and development, operating costs, working capital and general corporate purposes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM program size: $75.0 million Sales commission: up to 3.0% of gross proceeds Shelf registration file number: File No. 333-294811 +3 more

6 metrics

ATM program size $75.0 million Aggregate offering price of common stock under Open Market Sale Agreement

Sales commission up to 3.0% of gross proceeds Commission payable to Jefferies LLC on each share sale

Shelf registration file number File No. 333-294811 Form S-3 shelf registration covering the offered shares

Shelf effectiveness date April 3, 2026 Date SEC declared Form S-3 effective

Prospectus supplement date April 6, 2026 Date prospectus supplement was filed for the ATM offering

Termination notice period ten trading days Notice required for either party to terminate the Sales Agreement

Key Terms

Open Market Sale Agreement, at the market offering, shelf registration statement, Form S-3, +2 more

6 terms

Open Market Sale Agreement financial

"entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC"

A contract that lets a shareholder or issuer authorize a broker to sell stock into the public market over time rather than to one specific buyer. Think of it like hiring a salesperson to quietly sell items from your garage in small batches so you don’t crash the price; for investors it matters because it increases supply and liquidity, can put downward pressure on the share price, and signals an upcoming flow of shares into the market.

at the market offering financial

"deemed to be an “at the market offering” under Rule 415(a)(4)"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

shelf registration statement regulatory

"The Shares will be offered pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-294811)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"and a prospectus supplement filed with the Commission on April 6, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification and contribution rights financial

"provide the Agent with customary indemnification and contribution rights"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Oncolytics Biotech (ONCY) announce in this Form 8-K?

Oncolytics Biotech entered an Open Market Sale Agreement with Jefferies LLC to sell up to $75.0 million of common stock. Shares may be sold from time to time through an at-the-market offering under an effective Form S-3 shelf registration statement.

How large is Oncolytics Biotech’s new at-the-market equity program?

The at-the-market equity program allows Oncolytics Biotech to sell common shares with an aggregate offering price of up to $75.0 million. This limit applies to shares sold from time to time through or to Jefferies LLC as sales agent or principal.

What commission will Jefferies receive under Oncolytics Biotech’s ATM agreement?

Jefferies LLC will receive a commission of up to 3.0% of the gross proceeds from each sale of Oncolytics Biotech’s common shares. The company will also reimburse certain expenses and provide customary indemnification and contribution rights under the agreement.

How will Oncolytics Biotech use proceeds from the ATM share sales?

Oncolytics Biotech intends to use any net cash proceeds from ATM share issuances to fund clinical development of pelareorep, support associated research and development expenses, cover operating costs, and provide working capital and general corporate funding for overall business needs.

Which registration statement covers Oncolytics Biotech’s new share offering?

The shares under the Open Market Sale Agreement will be offered pursuant to a shelf registration statement on Form S-3, File No. 333-294811, which was declared effective by the SEC on April 3, 2026, plus a related prospectus supplement filed April 6, 2026.

Can the Open Market Sale Agreement between Oncolytics Biotech and Jefferies be terminated?

Yes. The Open Market Sale Agreement may be terminated at any time by either Oncolytics Biotech or Jefferies LLC on ten trading days’ notice to the other party, providing flexibility for both sides to end the arrangement if circumstances change.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/06/2026 - 04:12 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 6, 2026

Oncolytics Biotech Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-38512	98-0541667
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4350 Executive Drive, Suite 325 San Diego, CA	92121
(Address of principal executive offices)	(Zip Code)
(403) 670-7377
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ONCY		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events

On April 6, 2026, Oncolytics Biotech Inc. (the “Company”) entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC (the “Agent”), pursuant to which the Company may offer and sell from time to time through or to the agent, acting as agent or principal, shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $75.0 million (the “Shares”).

The Company is not obligated to sell any Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts, consistent with its normal sales and trading practices, to sell Shares from time to time based upon the Company’s instructions, including any price, time, issuance amount and other customary parameters or conditions specified by the Company. Under the Sales Agreement, the Agent may sell Shares by any method permitted by law that is deemed to be an “at the market offering” under Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The Company will pay the Agent a commission of up to 3.0% of the gross proceeds from each sale of Shares and provide the Agent with customary indemnification and contribution rights. In addition, the Company will reimburse the Agent for certain expenses incurred in connection with the Sales Agreement. The Sales Agreement may be terminated by the Agent or the Company at any time upon ten trading days’ notice to the other party.

The Shares will be offered pursuant to a shelf registration statement on Form S-3 (File No. 333- 294811), which was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on April 3, 2026, and a prospectus supplement filed with the Commission on April 6, 2026 in connection with the offer and sale of the Shares pursuant to the Sales Agreement.

The Sales Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Agent, including for liabilities under the Securities Act and other obligations of the parties. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company intends to use any net cash proceeds it receives from the issuance and sale of any Shares in the offering to fund the clinical development of pelareorep and associated research and development expenses, for operating costs and for working capital and general corporate purposes.

The legal opinion of Brownstein Hyatt Farber Schreck, LLP, counsel to the Company, relating to the Shares being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement nor shall there be any offer, solicitation or sale of such Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
1.1		Open Market Sale AgreementSM, dated as of April 6, 2026, by and between the Company and Jefferies LLC
5.1		Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1		Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ONCOLYTICS BIOTECH INC.
Date: April 6, 2026	By:	/s/ Kirk Look
		Name:	Kirk Look
		Title:	Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 214.2 KB
• EX-5.1 EXHIBIT 5.1 12.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB