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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):
January 15, 2026
Oncolytics
Biotech Inc.
(Exact name of registrant as specified in its charter)
| Alberta, Canada |
001-38512 |
26-3847449 |
(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 shares, no par value 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 5.07 |
Submission of Matters to a Vote of Security Holders. |
On January 15, 2026, Oncolytics
Biotech Inc. (the “Company”) held its Special Meeting of Shareholders (the “Special Meeting”). Proxies for the
Special Meeting were solicited pursuant to the Company’s management information circular/prospectus (the “Circular/Prospectus”)
under the Business Corporations Act (Alberta) and applicable Canadian securities laws, and there was no solicitation in opposition
to the Company’s board of director’s solicitation. Holders of a total of 17,596,480 of the Company’s common shares were
present or represented by proxy at the Special Meeting, representing 16.35% of the Company’s 107,606,376 common shares that were
outstanding and entitled to vote at the Special Meeting as of the record date of December 9, 2025. Set forth below are the matters acted
upon by the Company’s shareholders at the Special Meeting and the final voting results on each matter. Each of the proposals is
described in further detail in the Circular/Prospectus.
Proposal No. 1 — The Continuance from
the Province of Alberta to the Province of British Columbia
The proposal to adopt a special
resolution authorizing the continuance of the Company from the Province of Alberta in Canada to the Province of British Columbia in Canada
through the adoption of the continuation application containing the notice of articles and the articles, attached to the Circular/Prospectus,
subject to and conditional upon the approval of the domestication resolution (as described below), was approved by the shareholders by
the following vote:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 14,994,075 |
|
2,602,405 |
|
0 |
|
— |
Proposal No. 2 — The Domestication from
the Province of British Columbia to the State of Nevada
The proposal to adopt a special
resolution authorizing the continuation of the Company out of the Province of British Columbia in Canada and the domestication of the
Company to the State of Nevada in the United States of America and the adoption of the articles of domestication and the new articles
of incorporation, attached to the Circular/Prospectus, subject to and conditional upon the approval and implementation of the continuance
resolution (as described above), was approved by the shareholders by the following vote:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 15,304,574 |
|
2,291,905 |
|
0 |
|
— |
Proposal No. 3 — Approval of the Oncolytics
Biotech Inc. 2026 Incentive Award Plan
The proposal to approve the
Oncolytics Biotech Inc. 2026 Incentive Award Plan, subject to and conditional upon the approval and implementation of the continuance
resolution (as described above) and the domestication resolution (as described above), was approved by the shareholders by the following
vote:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 13,508,657 |
|
4,087,822 |
|
0 |
|
— |
On January 15, 2026, the Company issued a press release announcing
the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by
reference.
In addition to any of the Company’s filings with the U.S. Securities
and Exchange Commission that automatically incorporate all filings made by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the U.S. Securities and Exchange Act of 1934, as amended, this Current Report on Form 8-K, including Exhibit 99.1 attached hereto,
is hereby incorporated by reference as an exhibit to the Company’s Registration Statement on Form F-3 (File No. 333-289819).
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit |
|
Description |
| 99.1 |
|
Press Release issued by Oncolytics Biotech Inc., dated as of January 15, 2026. |
| 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.
| Date: January 15, 2026 |
ONCOLYTICS BIOTECH INC. |
| |
|
| |
By: |
/s/ Kirk Look |
| |
Name: |
Kirk Look |
| |
Title: |
Chief Financial Officer |
