Oncolytics Biotech Inc美股招股说明书(2025-12-09版)

AUTHORIZING THE CONTINUANCE, AUTHORIZING THE DOMESTICATION, AND APPROVAL OF 2026 INCENTIVE AWARD PLAN This circular/prospectus (this “Circular/Prospectus”) is being furnished to you as a shareholder of Oncolytics Biotech Inc., an Alberta corporation (“Oncolytics,”the “Company,” “we,” “us” and “our”), in connection with (i)subject to and conditional upon the approval of the Domestication (as described below), theproposed change in the jurisdiction of incorporation of Oncolytics from the Province of Alberta in Canada to the Province of British Columbia in Canada pursuantto a “continuance” effected in accordance with Section189 of theBusiness Corporations Act(Alberta) (“ABCA”) and a “continuation” in accordance with section303 of theBusiness Corporations Act(British Columbia) (the “BCBCA”) (the “Continuance”), (ii)subject to and conditional upon the approval andimplementation of the Continuance, the proposed change in the jurisdiction of Oncolytics from the Province of British Columbia to the State of Nevada in theUnited States pursuant to a “continuation out” effected in accordance with Section308 of the BCBCA and a “domestication” under Section92A.270 of theNevadaRevised Statutes(the “NRS”) (the “Domestication”), and (iii)subject to and conditional upon the approval and implementation of the Domestication, the proposedapproval and adoption of the Oncolytics Biotech Inc. 2026 Incentive Award Plan (the “2026 Plan”). This Circular/Prospectus is being supplied to you in connectionwith the solicitation of proxies by management of Oncolytics for use at the special meeting of shareholders of Oncolytics to be held on January 15, 2026 at 10:00a.m. (Eastern Time). We are pursuing the Continuance and Domestication for a number of reasons. The Domestication is intended to reduce the regulatory burden and cost of beingsubject to the laws and regulations of both the United States and Canada and to facilitate stockholder value creation over the long term by, among other things,reducing our operating costs and enabling us to compete effectively in raising the capital necessary to continue to implement our strategic plan. In addition, ouroperations are located in the United States and a large percentage of our Shareholders (as defined below) are located in the United States. We chose the State ofNevada to be our proposed domicile in part because the NRS accommodates a continuance authorized under applicable British Columbia corporate statutes. We alsochose the State of Nevada because of the more favourable corporate environment afforded by the State of Nevada. References to “Oncolytics Nevada” contained inthis Circular/Prospectus refer solely to Oncolytics Biotech Inc., a Nevada corporation, as of the effective time of the Domestication. If the Continuance and Domestication are approved by our Shareholders and we complete the Continuance and Domestication, we will continue our legal existencein Nevada and from the date of the filing of the Oncolytics Nevada Charter (as defined below), the law of Nevada will apply to us to the same extent as if theCompany was organized as a Nevada corporation on that date. In addition, under the Continuance, each issued and outstanding common share of Oncolytics as anAlberta corporation will then represent one common share of Oncolytics as a British Columbia company, and under the Domestication, each outstanding commonshare of Oncolytics as a British Columbia company will then represent one share of common stock of Oncolytics Nevada (the common shares of Oncolytics as anAlberta corporation, the common shares of Oncolytics as a British Columbia company and the shares of common stock of Oncolytics Nevada are, as applicable,referenced herein as our “Common Shares”). Our Common Shares are currently traded on The Nasdaq Stock Market, LLC (“Nasdaq”) under the ticker symbol“ONCY.” Following the completion of the Continuance and Domestication, our Common Shares will continue to be listed on Nasdaq under the symbol “ONCY.”Our board of directors has reserved the right to terminate or abandon the Continuance and Domestication at any time prior to its effectiveness, notwithstandingshareholder approval, if it determines for any reason that the consummation of the Continuance or the Domestication would be inadvisable or not in our bestinterests. At the special meeting of our Shareholders, in addition to proposals relating to the Continuance and Domestication as described above, we are also seekingshareholder approval of the 2026 Plan, which approval is subject to and conditional upon the completion of the Continuance and Domestication, as more fullydescribed in this Circular/Prospectus and the accompanying Notice of Special Meeting of Shareholders. This Circular/Prospectus constitutes a prospectus of Oncolytics under Section5 of theU.S. Securities Act of 1933, as amended (the “Securities Act”), withrespect to the Common Shares issuable in connection with the Domestication. These securities involve a