エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 15, 2026
Oncolytics Biotech Inc.
(Exact name of registrant as specified in its charter)
| Alberta, Canada | 001-38512 | 26-3847449 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
4350 Executive Drive, Suite 325 San Diego, CA |
92121 |
| (Address of principal executive offices) | (Zip Code) |
| (403) 670-7377 | |
| (Registrant's telephone number, including area code) | |
| N/A | |
| (Former name or former address, if changed since last report) | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common shares, no par value per share | ONCY | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 15, 2026, Oncolytics Biotech Inc. (the “Company”) held its Special Meeting of Shareholders (the “Special Meeting”). Proxies for the Special Meeting were solicited pursuant to the Company’s management information circular/prospectus (the “Circular/Prospectus”) under the Business Corporations Act (Alberta) and applicable Canadian securities laws, and there was no solicitation in opposition to the Company’s board of director’s solicitation. Holders of a total of 17,596,480 of the Company’s common shares were present or represented by proxy at the Special Meeting, representing 16.35% of the Company’s 107,606,376 common shares that were outstanding and entitled to vote at the Special Meeting as of the record date of December 9, 2025. Set forth below are the matters acted upon by the Company’s shareholders at the Special Meeting and the final voting results on each matter. Each of the proposals is described in further detail in the Circular/Prospectus.
Proposal No. 1 — The Continuance from the Province of Alberta to the Province of British Columbia
The proposal to adopt a special resolution authorizing the continuance of the Company from the Province of Alberta in Canada to the Province of British Columbia in Canada through the adoption of the continuation application containing the notice of articles and the articles, attached to the Circular/Prospectus, subject to and conditional upon the approval of the domestication resolution (as described below), was approved by the shareholders by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 14,994,075 | 2,602,405 | 0 | — |
Proposal No. 2 — The Domestication from the Province of British Columbia to the State of Nevada
The proposal to adopt a special resolution authorizing the continuation of the Company out of the Province of British Columbia in Canada and the domestication of the Company to the State of Nevada in the United States of America and the adoption of the articles of domestication and the new articles of incorporation, attached to the Circular/Prospectus, subject to and conditional upon the approval and implementation of the continuance resolution (as described above), was approved by the shareholders by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 15,304,574 | 2,291,905 | 0 | — |
Proposal No. 3 — Approval of the Oncolytics Biotech Inc. 2026 Incentive Award Plan
The proposal to approve the Oncolytics Biotech Inc. 2026 Incentive Award Plan, subject to and conditional upon the approval and implementation of the continuance resolution (as described above) and the domestication resolution (as described above), was approved by the shareholders by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 13,508,657 | 4,087,822 | 0 | — |
On January 15, 2026, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
In addition to any of the Company’s filings with the U.S. Securities and Exchange Commission that automatically incorporate all filings made by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the U.S. Securities and Exchange Act of 1934, as amended, this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is hereby incorporated by reference as an exhibit to the Company’s Registration Statement on Form F-3 (File No. 333-289819).
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | Description | |
| 99.1 | Press Release issued by Oncolytics Biotech Inc., dated as of January 15, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: January 15, 2026 | ONCOLYTICS BIOTECH INC. | |
| By: | /s/ Kirk Look | |
| Name: | Kirk Look | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Oncolytics Biotech® Announces Results of Special Meeting of Shareholders
All resolutions passed, enabling the Company to streamline regulatory and operational processes
SAN DIEGO, CA, January 15, 2026 – Oncolytics Biotech® Inc. (Nasdaq: ONCY) (“Oncolytics” or the “Company”), a clinical-stage immunotherapy company developing pelareorep, today announced the voting results from its Special Meeting of Shareholders (the “Special Meeting”) held on Thursday, January 15, 2026.
Each item of business described in the management information circular/prospectus of the Company dated December 9, 2025, was approved by the shareholders. The voting results for each item of business are set out below.
| Resolution | For | % | Against | % | ||||
| Continuance Resolution | 14,994,075 | 85.21% | 2,602,405 | 14.79% | ||||
| Domestication Resolution | 15,304,574 | 86.98% | 2,291,905 | 13.02% | ||||
| 2026 Incentive Award Plan Resolution | 13,508,657 | 76.77% | 4,087,822 | 23.23% |
The approval of the first resolution authorized the Company to continue from the Province of Alberta in Canada to the Province of British Columbia in Canada (the “Continuance”). The approval of the second resolution authorized the Company to continue from the Province of British Columbia to the State of Nevada in the United States of America (the “Domestication”). The approval of the third resolution authorized the Company to implement the Oncolytics Biotech Inc. 2026 Incentive Award Plan (the “2026 Incentive Award Plan”), subject to and conditional upon the completion of the Continuance and Domestication.
The Company expects to consummate the Continuance and Domestication, and for the 2026 Incentive Award Plan to become effective at the end of the first quarter of 2026.
For more details on the matters covered at the Special Meeting, please refer to the Company’s public filings available on SEDAR+ at https://www.sedarplus.ca/home/ and on EDGAR at https://www.sec.gov/.
About Oncolytics Biotech Inc.
Oncolytics is a clinical-stage biotechnology company developing pelareorep, an investigational intravenously delivered double-stranded RNA immunotherapeutic agent. Pelareorep has demonstrated encouraging results in multiple first-line pancreatic cancer studies, two randomized Phase 2 studies in metastatic breast cancer, and early-phase studies in anal and colorectal cancer. It is designed to induce anti-cancer immune responses by converting immunologically “cold” tumors “hot” through the activation of innate and adaptive immune responses.
The Company is advancing pelareorep in combination with chemotherapy and/or checkpoint inhibitors in metastatic pancreatic and breast cancers, of which both development programs have received Fast Track designation from the FDA, and other gastrointestinal tumors. Oncolytics is actively pursuing strategic partnerships to accelerate development and maximize commercial impact. For more about Oncolytics, please visit: www.oncolyticsbiotech.com or follow the Company on social media on LinkedIn and on X @oncolytics.
Forward-looking statements
This press release contains forward-looking statements, within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information under applicable Canadian securities laws (such forward-looking statements and forward-looking information are collectively referred to herein as “forward-looking statements”). Forward-looking statements contained in this press release include statements regarding the expected consummation of the Continuance and the Domestication and effectiveness of the 2026 Incentive Award Plan, and timing thereof; and the anticipated benefits of the Continuance, Domestication, and 2026 Incentive Award Plan. In any forward-looking statement in which Oncolytics expresses an expectation or belief as to future results, such expectations or beliefs are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will be achieved. These statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those anticipated. These risks include, but are not limited to, regulatory outcomes, trial execution, financial resources, access to capital markets, and market dynamics. Please refer to Oncolytics’ public filings with securities regulators in the United States and Canada for more information. The Company assumes no obligation to update forward-looking statements, except as required by law.
Company Contact
Jon Patton
Director of IR & Communication
jpatton@oncolytics.ca
Investor Relations for Oncolytics
Mike Moyer
LifeSci Advisors
+1-617-308-4306
mmoyer@lifesciadvisors.com
Media Contact for Oncolytics
Owen Blaschak
LifeSci Communications
oblaschak@lifescicomms.com