奥尼科利科技股份公司美股招股说明书（2025-10-17版）

Common Shares We have entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (the “Agent”) relating to ourcommon shares offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the SalesAgreement, from time to time we may offer and sell common shares having an aggregate gross sales price of up to $50,000,000through or to the Agent, acting as sales agent or principal. Sales of our common shares, if any, under this prospectus supplement may be made in sales deemed to be an “at the marketoffering” as defined in Rule 415(a)(4) promulgated under the U.S. Securities Act of 1933, as amended (the“Securities Act”). Subjectto the terms of the Sales Agreement, the Agent is not required to sell any specific number or dollar amounts of our common shares butwill use commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement. The Agent will be entitled to compensation under the terms of the Sales Agreement at a commission rate of 3.0% of the grossproceeds from each sale of our common shares. In connection with the sales of our common shares on our behalf, the Agent will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agent will be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agent against certainliabilities, including liabilities under the Securities Act and the U.S. Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Our common shares are listed on the Nasdaq Capital Market under the symbol “ONCY.” On October 16, 2025, the last reportedsale price of our common shares on the Nasdaq Capital Market was $1.17 per share. We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certainreduced public company disclosure and reporting requirements. Investing in our common shares involves a high degree of risk. Please read “Risk Factors” beginning on page S-4 of thisprospectus supplement, on page 7 of the accompanying prospectus and in the documents incorporated by reference into thisprospectus supplement. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense. This prospectus does not constitute a prospectus under Canadian securities laws and therefore does not qualify thesecurities offered hereunder in Canada. The securities offered hereunder may not be offered and sold in Canada, directly orindirectly, on behalf of the Company. BTIG Prospectus Supplement dated October 17, 2025 TABLE OF CONTENTS Prospectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-7DILUTIONS-8PLAN OF DISTRIBUTIONS-9MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-11LEGAL MATTERSS-16EXPERTSS-16WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-17ProspectusABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3OUR COMPANY6RISK FACTORS7USE OF PROCEEDS8DESCRIPTION OF SHARE CAPITAL9DESCRIPTION OF SUBSCRIPTION RECEIPTS12DESCRIPTION OF WARRANTS13DESCRIPTION OF UNITS14CERTAIN INCOME TAX CONSIDERATIONS15PLAN OF DISTRIBUTION16LEGAL MATTERS19EXPERTS19ENFORCEABILITY OF CIVIL LIABILITIES20EXPENSES21INCORPORATION OF CERTAIN INFORMATION BY REFERENCE22WHERE YOU CAN FIND MORE INFORMATION23 the Agent have authorized anyone to provide information or to make any representations different from those contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by usor on our behalf. Neither we nor the Agent take any responsibility for, or can provide any assurance as to the reliability of, anyinformation other than the information contained or incorporated by reference in this prospectus supplement, the accompanyingprospectus or any free writing prospectus prepared by us or on our behalf. This prospectus supplement, the accompanying prospectusor any applicable free writing prospectus is not an offer to sell or solicitation of an offer to buy our common shares in anycircumstances under which the offer or solicitation is unlawful. Neither we nor the Agent are offering to sell our common shares in anyjurisdiction where an offer or sale is not permitted. The information contained in or incorporated by reference in this prospectussupplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf is accurate only as of the dateof such document, regardless of the time of delivery of this prospectus