Business Context and Reporting Period
This Form 8-K Current Report, dated March 31, 2026, details the completion of Oncolytics Biotech Inc.'s redomestication from Canada to the United States. The Company, previously incorporated in Alberta and British Columbia, Canada, officially changed its jurisdiction of incorporation to the State of Nevada on March 31, 2026 (the "Effective Date"). The Company continues to trade on The Nasdaq Stock Market under the ticker symbol "ONCY."
Key Financial Metrics
This filing is a current report regarding corporate governance and structural changes; it does not contain financial statements, revenue, profit, cash flow, or liquidity data. No financial metrics are provided in this document.
Material Changes Versus Prior Period
- Jurisdiction Change: The Company completed a two-step redomestication, moving from British Columbia, Canada, to Nevada, USA, effective March 31, 2026.
- Share Conversion: Outstanding shares of Oncolytics British Columbia automatically converted one-for-one into common stock of Oncolytics Nevada with a par value of $0.001 per share.
- Security Identifiers: Effective April 1, 2026, the CUSIP number for the Common Stock changed to 68237V 103 and the ISIN to US68237V1035.
- Governing Law: Stockholder rights are now governed by Nevada Revised Statutes (NRS) and new Articles of Incorporation and Bylaws, replacing British Columbia corporate law.
Guidance, Outlook, and Material Agreements
Indemnification Agreements: On the Effective Date, the Company entered into indemnification and advancement agreements with all executive officers and directors, providing for the reimbursement of expenses and indemnification for claims arising from their service.
2026 Incentive Award Plan: The Board adopted the Oncolytics Biotech Inc. 2026 Incentive Award Plan, effective March 31, 2026. No new awards can be granted under prior Canadian plans. The 2026 Plan authorizes the issuance of 6,500,000 shares plus any remaining shares from prior plans and an annual increase of the lesser of 6% of outstanding shares or a Board-determined amount.
Risk Factors: The filing highlights new risks associated with Nevada law, including limitations on director/officer liability, exclusive forum provisions for litigation in Nevada, and anti-takeover provisions (e.g., blank check preferred stock, supermajority voting requirements for bylaw amendments and director removal).
Investor Verification Checklist
- Verify the new CUSIP (68237V 103) and ISIN (US68237V1035) for trading and settlement purposes effective April 1, 2026.
- Review the new Articles of Incorporation and Bylaws (Exhibits 3.2 and 3.3) to understand changes in stockholder voting rights and director removal thresholds.
- Assess the impact of Nevada's exclusive forum provisions on potential litigation strategies.
- Confirm the total share pool available under the new 2026 Incentive Award Plan, including carryover shares from prior Canadian plans.
- Check the Company's most recent Form 10-K (filed March 30, 2026) for the latest financial position, as this 8-K contains no financial data.