Oncolytics Biotech INC 8-K Filing

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Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ONCY The Nasdaq Stock Mar

Filing Documents

• tm2610715d1_8k.htm (8-K) — 58KB
• tm2610715d1_ex3-1.htm (EX-3.1) — 1KB
• tm2610715d1_ex99-2.htm (EX-99.2) — 10KB
• tm2610715d1_ex3-1img001.jpg (GRAPHIC) — 201KB
• tm2610715d1_ex99-2img001.jpg (GRAPHIC) — 3KB
• 0001104659-26-038272.txt ( ) — 525KB
• oncy-20260331.xsd (EX-101.SCH) — 3KB
• oncy-20260331_lab.xml (EX-101.LAB) — 33KB
• oncy-20260331_pre.xml (EX-101.PRE) — 22KB
• tm2610715d1_8k_htm.xml (XML) — 3KB

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Item 1.01 Entry into a Material Definitive Agreement. On the Effective Date, in connection with the consummation of the Domestication, pursuant to the NRS and as permitted by the Bylaws (as defined below), the Company entered into indemnification and advancement agreements with each of the Company's executive officers and directors providing for the indemnification of, and advancement of expenses to, each such person in connection with claims, suits, or proceedings arising as a result of such person's service as an officer or director of the Company (the "Indemnification Agreements"). The above description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification and advancement agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

03

Item 3.03 Material Modification to Rights of Security Holders. On the Effective Date and in connection with the Domestication, the Company filed with the Nevada Secretary of State: (i) the Articles of Domestication of Oncolytics Biotech Inc. (the "Articles of Domestication"); and (ii) the Articles of Incorporation of Oncolytics Biotech Inc. (the "Articles of Incorporation"). In addition, the Company adopted bylaws (the "Bylaws"), which became effective on the Effective Date. Each of the Articles of Domestication, the Articles of Incorporation, and the Bylaws are described in the Company's management information circular/prospectus (the "Circular/Prospectus"), which constitutes a part of the Company's registration statement on Form F-4 (File No. 333-290954), as amended, filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective on December 9, 2025. Upon consummation of the Domestication, the rights of the Company's stockholders are now governed by the Articles of Incorporation, the Bylaws, and Nevada law, which contain provisions that differ in certain respects from Oncolytics British Columbia's organizational documents and British Columbia law. The section of the Circular/Prospectus entitled "Annex K–Material Differences between British Columbia Corporate Law and Nevada Corporate Law" describes the general effects of changes to the rights of the Company's stockholders, and is incorporated herein by reference. More detailed descriptions of the Articles of Incorporation and the Bylaws are set forth in the Circular/Prospectus under "Proposal No. 2: The Domestication," and such descriptions are incorporated by reference herein. The information set forth in the Introductory Note and Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. Exhibit 99.1 attached hereto contains a description of the Company's authorized capital stock as set forth in the Articles of Incorporation, which description is

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Domestication, the board of directors of the Company (the "Board") adopted the Oncolytics Biotech Inc. 2026 Incentive Award Plan (the "2026 Plan"), which became effective on the Effective Date. As of the Effective Date, the Company may not grant any new awards under the Oncolytics Biotech Inc. Amended and Restated Stock Option Plan and the Oncolytics Biotech Inc. Amended and Restated Incentive Share Award Plan (collectively, the "Prior Plans"), but any awards granted under the Prior Plans will continue to be subject to the terms and conditions of the applicable Prior Plan. The aggregate number of shares of Common Stock that may be issued under the 2026 Plan equals the sum of: (i) 6,500,000 shares; (ii) any shares that remain available for issuance under the Prior Plans as of the Effective Date; (iii) any shares subject to awards under the Prior Plans which are forfeited or lapse unexercised and which are not issued under the Prior Plans; and (iv) an annual increase on the first day of each calendar year, beginning January 1, 2027 and ending on and including January 1, 2036, equal to the lesser of (x) 6% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (y) such smaller number of shares as is determined by the Board or its compensation committee. A more detailed description of the 2026 Plan is set forth in the Circular/Prospectus under "Proposal No. 3: Approval and Adoption of the 2026 Incentive Award Plan" and such description is incorporated by reference herein. The foregoing description of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Plan and the forms of award agreements thereunder, which are attached hereto as Exhibits 10.2, 10.3,

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the Introductory Note and Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference. Copies of the Articles of Incorporation and the Bylaws are attached hereto as Exhibit 3.2 and Exhibit 3.3, respectively, and are incorporated herein by reference.

01

Item 8.01 Other Events. Press Release On April 1, 2026, the Company issued a press release with respect to the completion of the Domestication. A copy of this press release has been filed with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

Risk Factors

Risk Factors The Company is supplementing the risk factors previously disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026, as further updated with Risk Factors included in any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (collectively, the "SEC Reports"), with the following risk factors. These risk factors should be read in conjunction with the risk factors included in the SEC Reports. Nevada law and our governing documents may reduce stockholder rights, limit available remedies, and create uncertainty in corporate disputes. As a Nevada corporation, the NRS governs fiduciary duties, stockholder voting, stockholder litigation, and other internal affairs. The NRS permits corporations to limit, to the fullest extent permitted by law, the individual liability of directors and officers to corporations, their stockholders and creditors for damages as a result of any act or failure to act as a director or officer and to provide broad indemnification and advancement rights. Our Articles of Incorporation eliminate or limit the liability of our directors and officers to the fullest extent permitted by the NRS, and our Bylaws provide for broad indemnification and advancement of expenses to our directors and officers to the fullest extent permitted by the NRS. These features can make it more difficult for stockholders to bring or sustain claims against directors and officers and may reduce potential recoveries. Our Bylaws also designate the Eighth Judicial District Court of Clark County, Nevada (or, if that court lacks jurisdiction, another Nevada state court or, if no Nevada state court has jurisdiction, a federal court in Nevada), as the exclusive forum for certain internal corporate claims, and the federal district courts of the United States as the exclusive forum for claims arising under the U.S. Securities Act of 1933, as amended. These provisions may limit

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.1* Articles of Domestication of Oncolytics Biotech Inc. 3.2 Articles of Incorporation of Oncolytics Biotech Inc. (incorporated by reference to Exhibit 4.2 of the registrant's Registration Statement on Form S-8 (File No. 333-294810), filed with the SEC on March 31, 2026). 3.3 Bylaws of Oncolytics Biotech Inc. (incorporated by reference to Exhibit 4.3 of the registrant's Registration Statement on Form S-8 (File No. 333-294810), filed with the SEC on March 31, 2026). 10.1 Form of Indemnification and Advancement Agreement between Oncolytics Biotech Inc. and each director and officer (incorporated by reference to Exhibit 10.15 of the registrant's Annual Report on Form 10-K filed with the SEC on March 30, 2026). 10.2 Oncolytics Biotech Inc. 2026 Incentive Award Plan (incorporated by reference to Exhibit 99.1 of the registrant's Registration Statement on Form S-8 (File No. 333-294810), filed with the SEC on March 31, 2026). 10.3 Form of Option Agreement to Oncolytics Biotech Inc. 2026 Incentive Award Plan (incorporated by reference to Exhibit 10.13 of the registrant's Amendment No. 1 to Registration Statement on Form F-4 (File No. 333-290954), filed with the SEC on December 5, 2025). 10.4 Form of Restricted Stock Unit Agreement to Oncolytics Biotech Inc. 2026 Incentive Award Plan (incorporated by reference to Exhibit 10.14 of the registrant's Amendment No. 1 to Registration Statement on Form F-4 (File No. 333-290954), filed with the SEC on December 5, 2025). 10.5 Form of Restricted Stock Agreement to Oncolytics Biotech Inc. 2026 Incentive Award Plan (incorporated by reference to Exhibit 10.15 of the registrant's Amendment No. 1 to Registration Statement on Form F-4 (File No. 333-290954), filed with the SEC on December 5, 2025). 99.1 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 of the registra

SIGNATURES

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: April 1, 2026 ONCOLYTICS BIOTECH INC. By: /s/ Kirk Look Name: Kirk Look Title: Chief Financial Officer

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