#USA #San Diego #Oncolytics Biotech #pelareorep #SEC Filing

Oncolytics Biotech Inc. to Change Jurisdiction of Incorporation

On October 20, 2025, Oncolytics Biotech Inc. (NASDAQ: ONCY), a clinical-stage immunotherapy focused on developing pelareorep, announced the filing of a registration statement on Form F-4 with the Securities and Exchange Commission (SEC). This significant step involves proposals for a Special Meeting of Shareholders, where shareholders will vote on changing the company's jurisdiction of incorporation from Alberta, Canada, to Nevada, USA.

The decision to undertake this change is part of a broader strategic plan aimed at enhancing efficiency and reducing regulatory burdens associated with operating in two countries. As stated by the company, the aims of these initiatives include lowering operational costs and fostering an environment conducive to capital raising efforts essential for the future growth of the company.

To facilitate this transition, Oncolytics plans to undergo a prior continuity from Alberta to British Columbia before finally moving to Nevada. This sequence of events requires the affirmative vote of at least two-thirds of the shareholders participating either in person or by proxy at the forthcoming Special Meeting. The company anticipates that if these proposals receive approval, the actual transition, known as the Domestication, would likely occur on January 1, 2026, or shortly thereafter.

Interestingly, the company assures that the Continuance and Domestication will not materially affect its operations or financial performances. Oncolytics will continue to adhere to SEC reporting requirements, and its stock will remain listed on the Nasdaq Capital Market under the ONCY symbol.

Objectives Behind the Move

One major reason cited for electing Nevada as the new domicile is its favorable corporate climate, which is seen as beneficial for future business operations. Additionally, a significant proportion of Oncolytics' shareholders and business operations are based in the United States, which underscores the importance of simplifying corporate structures to enhance overall performance.

By consolidating its operating framework and seeking to limit exposure to dual regulatory environments, the management perceives substantial advantages that will ultimately benefit stakeholders. They have also made considerations surrounding Canadian income taxation to ensure a financially favorable outcome following the Domestication.

Alongside the jurisdictional change, shareholders will also be asked to approve a new incentive award plan aimed at fostering talent and encouraging higher performance levels within the company.

What is Pelareorep?

Oncolytics specializes in pelareorep, a novel investigational immunotherapeutic agent delivered intravenously. The compound has been showing promising progress in various clinical studies, particularly in treating first-line pancreatic cancer, metastatic breast cancer, alongside early-phase examinations in other significant cancers. The strategy involves utilizing pelareorep in conjunction with conventional chemotherapy and checkpoint inhibitors, enhancing its effectiveness through robust immune response activation.

With Fast Track designations granted by the FDA for its pivotal programs in pancreatic and breast cancers, Oncolytics remains proactive in securing vital partnerships to expedite pelareorep’s development trajectory and maximize its potential commercial impact.

Call for Shareholder Engagement

The company encourages shareholders to actively participate in the upcoming Special Meeting and review relevant documents, including the preliminary management circular/prospectus, which is available via the SEC's website and the company's official website. Detailed information about the meeting and proposals will be included in the forthcoming definitive management materials, ensuring shareholders are well-informed regarding the implications of these critical decisions.

As Oncolytics Biotech Inc. embarks on this transformative journey, stakeholders and potential investors are closely watching to interpret the impacts of these corporate strategies on future corporate performance and stockholder value. The company remains committed to transparency as it navigates through these pivotal changes, underscoring its intent to reinforce its role in the biotechnology landscape.