Filed pursuant to General Instruction II.L of
Form F-10
File No. 333-281009
PROSPECTUS SUPPLEMENT
(To Base Shelf Prospectus dated July 19, 2024)
![](https://www.sec.gov/Archives/edgar/data/1129928/000110465924085444/tm2420730d2_supplimg003.jpg)
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Up to US$50,000,000 |
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Common Shares |
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Oncolytics Biotech Inc. (“Oncolytics”
or the “Corporation”) has entered into an equity distribution agreement dated August 2, 2024 (the “Equity
Distribution Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) relating to our common shares (“Common
Shares”) pursuant to which we may offer and sell Common Shares having an aggregate offering price of up to US$50,000,000. This
Prospectus Supplement qualifies for distribution an aggregate of up to US$50,000,000 of our Common Shares that may be offered and sold
through Cantor, as our agent, under the Equity Distribution Agreement (the “Offering”). See “Plan of Distribution”
beginning on page S-13 of this Prospectus Supplement for more information regarding these arrangements.
Our
Common Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ONCY” and on the Toronto
Stock Exchange (“TSX”) under the symbol “ONC”. On August 1, 2024, the last reported sale price
of our Common Shares was US$1.03 per Common Share on Nasdaq and C$1.48 per Common Share on the TSX.
Upon delivery of a placement notice by us, if
any, Cantor may sell the Common Shares in the United States by any method permitted that is deemed an “at the market offering”
as defined in Rule 415(a)(4) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”),
including, without limitation, sales made directly on or through Nasdaq, or on any other existing trading market for the Common Shares
in the United States. No Common Shares will be sold on the TSX or on other trading markets in Canada as “at-the-market distributions”
as defined in NI 44-102. Cantor will make all sales using commercially reasonable efforts consistent with their normal sales and trading
practices and on mutually agreed upon terms between Cantor and us, based upon market prices prevailing at the time of the sale of such
Common Shares. As a result, prices may vary as between purchasers and during the period of distribution. There is no arrangement for funds
to be received in escrow, trust or similar arrangement.
The compensation to Cantor for sales of our Common
Shares under this Prospectus Supplement will equal three percent (3.0%) of the gross proceeds from the sale of such Common Shares. See
“Plan of Distribution” in this Prospectus Supplement.
The net proceeds, if any, from sales under this
Prospectus Supplement will be used as described under the section titled “Use of Proceeds” in this Prospectus Supplement.
The proceeds we receive from sales will depend on the number of Common Shares actually sold and the offering price of such Common Shares.
We estimate the total expenses of this Offering, excluding Cantor’s fees and certain other expenses, will be approximately US$125,000.
In connection with the sale of the Common Shares
on our behalf, Cantor will be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the U.S. Securities
Act, and the compensation of Cantor will be deemed to be an underwriting commission or discount. We have agreed to provide indemnification
and contribution to Cantor against certain liabilities, including liabilities under the U.S. Securities Act and the U.S. Securities
Exchange Act of 1934, as amended (the “U.S. Exchange Act”).
Neither Cantor, nor any of its affiliates or
any person or company acting jointly or in concert with Cantor, has over-alloted, or will over-allot, Common Shares in connection with
the Offering or effect any other transactions that are intended to stabilize or maintain the market price of the Common Shares.
An
investment in the Common Shares is speculative and bears certain risks. See “Risk Factors” beginning
on page S-10 in this Prospectus Supplement and on page 6 of
the Prospectus.
This
Offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States and
Canada (“MJDS”), to prepare this Prospectus Supplement and the Prospectus in accordance with Canadian
disclosure requirements. Prospective investors in the United States should be aware that such requirements are different from those of
the United States. Financial statements included or incorporated by reference herein have been prepared in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board and may not be comparable to financial statements
of United States companies. Such financial statements are subject to auditor
independence standards, in addition to the standards of the Public Company Accounting Oversight Board (United States) and the United
States Securities and Exchange Commission (“SEC”) independence standards.
Prospective
investors should be aware that the acquisition of the Common Shares described herein may have tax consequences both in the United States
and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein.
This Prospectus Supplement and the Prospectus may not describe these tax consequences fully. You should read the tax discussion under
the headings “Certain Canadian Federal Income Tax Considerations” and “Material
United States Federal Income Tax Considerations” in this Prospectus Supplement and consult with your own tax advisor
with respect to your own particular circumstances.
The enforcement by investors of civil liabilities
under the United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the laws
of Alberta, Canada, that the majority of its officers and directors are residents of Canada, that many of the experts named in this Prospectus
Supplement and the Prospectus are not residents of the United States, and that a substantial portion of the assets of the Corporation
and said persons are located outside the United States.
NEITHER THE SEC NOR ANY STATE OR CANADIAN SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
Messrs. Wayne Pisano and Jonathan Rigby,
Ms. Patricia Andrews and Dr. Bernd R. Seizinger are directors of the Corporation who reside outside of Canada. Messrs. Pisano
and Rigby, Ms. Andrews and Dr. Seizinger have appointed the Corporation, at its principal place of business, as agent for service
of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person
that resides outside of Canada, even if the party has appointed an agent for service of process. See “Agent for Service of Process”.
The financial information of the Corporation incorporated
by reference herein is presented in Canadian dollars. Unless otherwise noted herein, all references to “US$”, “United
States dollars” or “US dollars” are to United States dollars and all references to “C$” are to Canadian
dollars. See “Currency and Exchange Rate Information”.
Our head office and principal place of business
is located at Suite 804, 322 – 11th Avenue S.W., Calgary, Alberta T2R 0C5. Our registered office is located at 4000,
421 - 7th Avenue S.W., Calgary, Alberta, T2P 4K9.
![](https://www.sec.gov/Archives/edgar/data/1129928/000110465924085444/tm2420730d2_supplimg004.jpg)
The date of this Prospectus Supplement is August 2,
2024.
TABLE
OF CONTENTS
Prospectus Supplement
Base Shelf Prospectus dated July 19, 2024
IMPORTANT NOTICE ABOUT INFORMATION
IN THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part
is this Prospectus Supplement, which describes the specific terms of the Offering and Common Shares and the method of distribution of
the Common Shares and also supplements and updates information regarding Oncolytics Biotech Inc. contained and incorporated by reference
in the Prospectus. The second part is the Prospectus, which gives more general information, some of which may not apply to the Common
Shares. Both documents contain important information you should consider when making your investment decision. If the description of the
Common Shares varies between this Prospectus Supplement and the Prospectus, investors should rely on the information in this Prospectus
Supplement. This Prospectus Supplement is deemed to be incorporated by reference into the Prospectus solely for the purpose of the Offering.
If information in this Prospectus Supplement is inconsistent with the Prospectus or the information incorporated by reference herein or
therein, you should rely on this Prospectus Supplement. You should read both this Prospectus Supplement and the Prospectus, together with
the additional information about us to which we refer you in the section of this Prospectus Supplement entitled “Where You Can
Find Additional Information.”
We have not, and Cantor has not, authorized
anyone to provide you with information other than that contained in this prospectus, the accompanying base prospectus and any free writing
prospectus. We are not, and Cantor is not, making an offer to sell or soliciting any offer to buy these securities in any jurisdiction
where the offer or sale is not permitted or in which the person making that offer or solicitation is not qualified to do so or to anyone
to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this Prospectus Supplement,
the accompanying Prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we have authorized
for use in connection with this offering is accurate only as of the date of those respective documents. Our business, financial condition,
results of operations and prospects may have changed since those dates. You should read this Prospectus Supplement, the accompanying Prospectus,
the documents incorporated by reference herein and therein and any free writing prospectus that we have authorized for use in connection
with this offering in their entirety before making an investment decision.
We are offering to sell, and seeking offers
to buy, Common Shares in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the offering
of the Common Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of
this Prospectus Supplement must inform themselves about, and observe any restrictions relating to, the offering of the Common Shares and
the distribution of this Prospectus Supplement outside the United States. This Prospectus Supplement does not constitute, and may not
be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this Prospectus Supplement
by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
You should assume that the information contained
in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein is accurate only as of their
respective dates, regardless of the time of delivery of this Prospectus Supplement and the Prospectus. Our business, financial condition,
results of operations and prospects may have changed since those dates.
Market data and certain industry forecasts used
in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein were obtained from market
research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy
and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation
as to the accuracy of such information.
In this Prospectus Supplement, “Oncolytics,”
the “Corporation,” “we,” “us,” and “our” refer to Oncolytics Biotech
Inc. and its subsidiaries.
FORWARD-LOOKING STATEMENTS
This Prospectus Supplement, the Prospectus and
the documents incorporated by reference herein and therein contain certain statements relating to future events or the Corporation’s
future performance which constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of the Corporation, or industry results, to be materially
different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking
statements are statements that are not historical facts, and include, but are not limited to, estimates and their underlying assumptions;
statements regarding plans, objectives and expectations with respect to the efficacy of our technologies; the timing and results of clinical
trials related to our product candidates; future operations, products and services; the impact of regulatory initiatives on our operations;
the size of and opportunities related to the markets for our technologies; general industry and macroeconomic growth rates; expectations
related to possible joint and/or strategic ventures and statements regarding future performance; and use of proceeds from this offering.
Forward-looking statements generally, but not always, are identified by the words “expects,” “anticipates,” “believes,”
“intends,” “estimates,” “projects”, “potential”, “possible” and similar expressions,
or that events or conditions “will,” “may,” “could” or “should” occur.
The forward-looking statements in this Prospectus
Supplement, the Prospectus and the documents incorporated by reference herein and therein are subject to various risks and uncertainties,
most of which are difficult to predict and generally beyond the Corporation’s control. The summary of risk factors below is not
exhaustive of the factors that may affect any of the Corporation’s forward-looking statements. Some of the important risks and uncertainties
that could affect forward-looking statements are described further under the heading “Risk Factors” in this Prospectus
Supplement, in the Prospectus and in the Corporation’s Annual Report (as defined below). If one or more of these risks or uncertainties
materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected.
Forward-looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances
may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors, are
cautioned not to place undue reliance on such forward-looking statements. Investors should consult our quarterly and annual filings with
the securities commissions or similar regulatory authorities in Canada and the SEC for additional information on risks and uncertainties
relating to forward-looking statements.
| · | risks related to all of our product candidates,
including pelareorep, being in the research and development stage and requiring further development and clinical testing before they can
be marketed commercially; |
| · | risks related to any failure or delay in clinical
trials for our product candidates, including pelareorep; |
| · | risks arising due to our lead product candidate,
pelareorep, being used in combination with third-party drugs over which we have limited or no control over supply; |
| · | risks related to the impact of any undesirable
side effects or other properties that our product candidate, pelareorep, may have; |
| · | the risk that we may expend our limited resources
to pursue a particular indication and fail to capitalize on indications that may be more profitable or for which there is a greater likelihood
of success; |
| · | the risk that we may need additional financing
in the future to fund the research and development of our products and to meet our ongoing capital requirements; |
| · | risks related to the intense regulatory approval
processes under which pharmaceutical products are subject; |
| · | the risk that our operations and products may
be subject to other government manufacturing and testing regulations; |
| · | risks related to our conduct of clinical trials
for pelareorep in sites outside the United States; |
| · | risks related to our reliance on patents and
proprietary rights to protect our technology; |
| · | the risk that third parties may choose to file
patent infringement claims against us; |
| · | the risk related to our ability to protect the
confidentiality of our proprietary information and know-how; |
| · | risks related to the sharing of our trade secrets
with third parties; |
| · | risks related to developments in patent law; |
| · | risks related to the requirement to obtain protection
under the Hatch-Waxman amendments and similar foreign legislation for extending the term of patents covering each of our product candidates; |
| · | the risk that intellectual property rights do
not necessarily address all potential threats to our business; |
| · | the risk that our products may fail or cause
harm, subjecting us to product liability claims; |
| · | the risk that new products may not be accepted
by the medical community or consumers; |
| · | the risk that interim “top-line”
and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data becomes available
and are subject to audit and verification procedures; |
| · | the risk that our technologies may become obsolete; |
| · | risks related to our reliance on third-party
manufacturers to produce our clinical products and on other third parties to store, monitor and transport bulk drug substance and drug
product; |
| · | risks related to our reliance on third parties
to produce and provide suitable raw materials for pelareorep production, packaging, and testing as well as clinical trial-related testing; |
| · | risks related to our reliance on third parties
to monitor, support, conduct and oversee clinical trials of the products that we are developing and, in some cases, to maintain regulatory
files for those product candidates; |
| · | risks related to our dependence on Adlai Nortye
Biopharma Co. and our doing business in foreign jurisdictions in connection with our license, development, supply and distribution agreement
with Adlai Nortye Biopharma Co.; |
| · | the risk that our employees, independent contractors,
principal investigators, contract research organizations, consultants and vendors may engage in misconduct or other improper activities; |
| · | risks related to events outside of our control,
such as natural disasters, wars, global political conflicts or health epidemics; |
| · | risks related to the cost of director and officer
liability insurance; |
| · | risks related to our dependence on our key employees
and collaborators; |
| · | risks related to our likely status as a “passive
foreign investment company”; |
| · | the potential dilution to both existing shareholders
and potential purchasers in this offering; |
| · | risks related to disruptions to our information
technology systems, including disruptions from cybersecurity breaches of our information technology infrastructure; and |
| · | risks related to ownership of our Common Shares. |
The Corporation cautions that the foregoing list
of factors that may affect future results is not exhaustive. The forward-looking information contained in this Prospectus Supplement,
the Prospectus and the documents incorporated by reference herein and therein is made as of the date of such documents. The forward-looking
information contained in this Prospectus Supplement, the Prospectus and in the documents incorporated by reference herein and therein
is expressly qualified by this cautionary statement. The Corporation does not undertake any obligation to publicly update or revise any
forward-looking information except as required pursuant to applicable securities laws.
Prospective
investors should carefully consider the information contained under the heading “Risk Factors” in
our Annual Report and all other information included in or incorporated by reference in this Prospectus Supplement before making investment
decisions with regard to the Securities.
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus Supplement is deemed to be
incorporated by reference into the Prospectus solely for the purposes of the Offering.
Information
has been incorporated by reference herein from documents filed with securities commissions or similar authorities in Canada. Copies
of the documents incorporated herein by reference may be obtained on request without charge from our Corporate Secretary at Suite 804,
322 – 11th Avenue S.W., Calgary, Alberta T2R 0C5 telephone (403) 670-7377, and are available electronically under the
Corporation’s profile on SEDAR+ (www.sedarplus.com) and on EDGAR (www.sec.gov/edgar.shtml).
The following documents, filed with the securities
commissions or similar regulatory authorities in each of the provinces of Canada and filed with, or furnished to, the SEC are specifically
incorporated by reference into, and form an integral part of, this Prospectus Supplement:
| (a) | our annual report on Form 20-F (“Annual Report”) dated March 12, 2024, for
the year ended December 31, 2023 (filed in Canada with certain Canadian securities regulatory authorities as our annual information
form for the year ended December 31, 2023); |
| (b) | our management information circular dated March 26, 2024 relating to the annual general meeting of
shareholders held on May 15, 2024; |
| (c) | our audited consolidated financial statements, together with the notes thereto, as at December 31,
2023 and 2022, which comprise the consolidated statements of financial position as at December 31, 2023 and 2022, and the consolidated
statements of loss and comprehensive loss, changes in equity, and cash flows for the years ended December 31, 2023, 2022 and 2021,
together with the independent auditor’s report thereon and the auditor’s report on the effectiveness of the Corporation’s
internal control over financial reporting as of December 31, 2023; |
| (d) | our management’s discussion and analysis of financial condition and results of operations dated
March 7, 2024, for the year ended December 31, 2023; |
| (e) | our unaudited interim consolidated financial statements, together with the notes thereto, as at June 30,
2024, which comprise the interim consolidated statements of financial position as at June 30, 2024 and December 31, 2023, and
the interim consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the three and six months ended
June 30, 2024 and 2023; and |
| (f) | our management’s discussion and analysis of financial condition and results of operations dated
August 1, 2024, for the three and six months ended June 30, 2024. |
Any documents of the type required by National
Instrument 44-101 - Short Form Prospectus Distributions to be incorporated by reference in a short form Prospectus, including
any annual information form, annual report on Form 20-F, comparative annual consolidated financial statements and the auditors’
report thereon, comparative interim consolidated financial statements, management’s discussion and analysis of financial condition
and results of operations, material change report (except a confidential material change report), business acquisition report and information
circular, if filed by us with the securities commissions or similar authorities in Canada after the date of this Prospectus Supplement
and prior to the date on which the Offering under this Prospectus Supplement ends, shall be deemed to be incorporated by reference herein.
In addition, to the extent that any document or
information incorporated by reference herein is included in any report filed with or furnished to the SEC pursuant to the U.S. Exchange
Act, after the date of this Prospectus Supplement and prior to the date on which the Offering under this Prospectus Supplement ends, such
document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement of which this Prospectus
Supplement and the Prospectus forms a part (in the case of documents or information deemed furnished on Form 6-K or Form 8-K,
only to the extent specifically stated therein).
Any statement contained in this Prospectus
Supplement, the Prospectus or in a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to
be modified or superseded for the purposes of this Prospectus Supplement and the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or
supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement
or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement
shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation,
an untrue statement of a material fact or an omission to state a material fact that was required to be stated or that was necessary to
make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement or the Prospectus.
DOCUMENTS FILED AS PART OF THE REGISTRATION
STATEMENT
The following documents have been or will be filed
with the SEC as part of the registration statement of which this Prospectus Supplement and the Prospectus forms a part: (i) the documents
set out under the heading “Documents Incorporated by Reference” in this Prospectus Supplement and the Prospectus; (ii) the
consent of the Corporation’s auditor; (iii) the powers of attorney from the directors and certain officers of the Corporation
and (iv) the Equity Distribution Agreement described in this Prospectus Supplement.
CURRENCY AND EXCHANGE RATE INFORMATION
In this Prospectus Supplement and the Prospectus,
unless otherwise indicated, all dollar amounts and references to “US$” are to U.S. dollars and references to “C$”
are to Canadian dollars. This Prospectus Supplement and the Prospectus and the documents incorporated by reference herein and therein
contain translations of some Canadian dollar amounts into U.S. dollars solely for your convenience.
The following table sets forth, for the periods indicated, the high,
low, average and period-end rates of exchange for US$1.00, expressed in Canadian dollars, posted by the Bank of Canada:
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Year Ended December 31(1) |
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2023 |
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2022 |
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2021 |
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Highest rate during the period |
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C$1.3875 |
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C$1.3856 |
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C$1.2942 |
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Lowest rate during the period |
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C$1.3128 |
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C$1.2451 |
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C$1.2040 |
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Average rate for the period |
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C$1.3497 |
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C$1.3013 |
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C$1.2535 |
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Rate at the end of the period |
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C$1.3226 |
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C$1.3544 |
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C$1.2678 |
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Note: Data from the Bank of Canada reflects the daily average
rates.
On August 1,
2024, the daily average exchange rate posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was US$1.00 =
C$1.3846. Unless otherwise indicated, currency translation in this Prospectus Supplement reflects the August 1, 2024
rate.
OFFERING SUMMARY
Issuer: |
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Oncolytics Biotech Inc. |
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Offering: |
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Up to an aggregate offering amount of US$50,000,000 of Common Shares, in accordance with the Equity Distribution Agreement. |
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Manner of Offering: |
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“At-the-market” offering that may be made from time to time through Cantor Fitzgerald & Co., as agent. See “Plan of Distribution” on page S-13. |
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Common Shares Outstanding Before this Offering: |
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76,857,199 Common Shares (non-diluted) as at June 30, 2024(1) |
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Common Shares Outstanding Immediately Following this Offering: |
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125,400,888 Common Shares (non-diluted) as at June 30, 2024 after the issuance of up to 48,543,689 Common Shares, assuming an aggregate of US$1.03 of our Common Shares are issued pursuant to the Offering at a sales price of US$1.03 per Common Share(1). The actual number of Common Shares issued and outstanding will vary depending on the actual sales prices and aggregate dollar amount sold under the Offering. |
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Use of Proceeds: |
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We intend to use the net proceeds from the Offering, if any, for the advancement of the Corporation’s clinical development programs, related support costs and general corporate and administrative expenses. The amounts actually expended for the purposes described above may vary significantly depending upon a number of factors, including those listed under the heading “Risk Factors” in this Prospectus Supplement. See “Use of Proceeds”. |
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Listing Symbols: |
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Nasdaq: |
ONCY |
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TSX: |
ONC |
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Risk Factors: |
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This investment involves a high degree of risk. You should carefully read and consider the information set forth under the heading “Risk Factors” beginning on page S-10 of this Prospectus Supplement and on page 6 of the Prospectus. |
Note:
| (1) | Unless otherwise stated, all information contained in this Prospectus Supplement reflects an assumed public
offering price of US$1.03 per Common Share, which was the last reported sale price of our Common Shares on the Nasdaq on August 1,
2024. The number of Common Shares that will be outstanding immediately after this Offering as shown above is based on 76,857,199 Common
Shares outstanding as of June 30, 2024 and excludes: (i) 7,212,535 Common Shares issuable upon the exercise of outstanding options
(“Stock Options”) to acquire Common Shares at a weighted-average exercise price of C$2.65 per Common Share granted
under the Corporation’s amended and restated stock option plan; (ii) 397,300 Common Shares issuable upon vesting of outstanding
restricted share awards (“RSAs”) under the Corporation’s amended and restated incentive share award plan; (iii) 64,035
Common Shares issuable upon the exercise of outstanding Common Share purchase warrants (the “2019 Warrants”) to acquire
Common Shares at an exercise price of US$0.90 per Common Share; (iii) 7,667,050 Common Shares issuable upon the exercise of outstanding
Common Share purchase warrants (the “2023 Warrants”) to acquire Common Shares at an exercise price of US$2.81 per Common
Share; and (iv) 536,693 Common Shares issuable upon the exercise of outstanding Common Share purchase warrants (the “2023
Compensation Warrants”) to acquire Common Shares at an exercise price of US$2.25 per Common Share. Subsequent to June 30,
2024, and through the date of this Prospectus Supplement, we have issued an additional 128,834 Common Shares for gross proceeds of C$176,817.
Unless otherwise indicated, all information in this Prospectus Supplement assumes no exercise of Stock Options, 2019 Warrants or 2023
Warrants. |
RISK FACTORS
Prospective purchasers of Common Shares should
consider carefully the risk factors set out in this Prospectus Supplement, the Prospectus and the documents incorporated by reference
herein and therein. Discussions of certain risks affecting Oncolytics in connection with its business are set forth under “Risk
Factors” in the Prospectus and in our annual disclosure documents filed with the various securities regulatory authorities which
are incorporated by reference therein.
Volatility of market price of the Common Shares
The market price of the Common Shares may be volatile.
The volatility may affect the ability of holders of Common Shares to sell the Common Shares at an advantageous price. Market price fluctuations
in the Common Shares may be due to the Corporation’s operating results failing to meet the expectations of securities analysts or
investors in any quarter, downward revision in securities analysts’ estimates, governmental regulatory action, adverse change in
general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Corporation or
its competitors, along with a variety of additional factors, including, without limitation, those set forth under “Forward-Looking
Statements” in this Prospectus Supplement. In addition, the market price for securities in the stock markets, including the
Nasdaq and the TSX, recently experienced significant price and trading fluctuations. These fluctuations have resulted in volatility in
the market prices of securities that often has been unrelated or disproportionate to changes in operating performance. These broad market
fluctuations may adversely affect the market price of the Common Shares.
The
Corporation will have broad discretion over the use of the net proceeds from the Offering and the Corporation may not use these proceeds
in a manner desired by the Corporation’s shareholders
Management will have broad discretion with respect
to the use of the net proceeds from the Offering and investors will be relying on the judgment of management regarding the application
of these proceeds. Management could spend most of the net proceeds from the Offering in ways that the Corporation’s shareholders
may not desire or that do not yield a favorable return. You will not have the opportunity, as part of your investment in the Common Shares,
to influence the manner in which the net proceeds of the Offering are used. At the date of this Prospectus Supplement, the Corporation
intend to use the net proceeds from the Offering as described under the heading “Use of Proceeds”. However, the Corporation’s
needs may change as the business and the industry the Corporation addresses evolve. As a result, the proceeds to be received in the Offering
may be used in a manner significantly different from the Corporation’s current expectations.
The
Common Shares offered hereby will be sold in “at-the-market” offerings, and investors who buy Common
Shares at different times will likely pay different prices
Investors who purchase Common Shares in this Offering
at different times will likely pay different prices, and so may experience different outcomes in their investment results. The Corporation
will have discretion, subject to market demand, to vary the timing, prices, and numbers of Common Shares sold, and there is no minimum
or maximum sales price. Investors may experience a decline in the value of their Common Shares as a result of share sales made at prices
lower than the prices they paid.
The
Corporation does not currently intend to pay any cash dividends on the Common Shares; therefore, the Corporation’s
shareholders may not be able to receive a return on their Common Shares until they sell them
The Corporation has not declared or paid any dividends
since its incorporation. The Corporation currently intends to retain earnings, if any, to finance the growth and development of its business
and does not currently intend to pay cash dividends on the Common Shares in the foreseeable future. Any return on an investment in the
Common Shares will likely come from the appreciation, if any, in the value of the Common Shares. The payment of future cash dividends,
if any, will be reviewed periodically by our board of directors and will depend upon, among other things, conditions then existing including
earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and conditions and
other factors.
You may be unable to enforce actions against
us, certain of our directors and officers, or the experts named in this Prospectus Supplement under U.S. federal securities laws.
We are a company continued under the laws of the
Province of Alberta, Canada. Most of our directors and officers as well as the certain of the experts named in this Prospectus Supplement
and the Prospectus, reside principally in Canada. Because all or a substantial portion of our assets and the assets of these persons are
located outside of the United States, it may not be possible for you to effect service of process within the United States upon us or
those persons. Furthermore, it may not be possible for you to enforce against us or those persons in the United States, judgments obtained
in U.S. courts based upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States. There
is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based upon U.S. federal securities laws and
as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions
of the U.S. federal securities laws. Therefore, it may not be possible to enforce those actions against us, certain of our directors and
officers or certain of the experts named in this Prospectus Supplement.
The Corporation is likely a “passive
foreign investment company” which may have adverse U.S. federal income tax consequences for U.S. Holders
U.S. Holders (as defined below) of Common Shares
should be aware that the Corporation believes it was classified as a passive foreign investment company (“PFIC”) during
its most recently completed tax year, and based on current business plans and financial expectations, the Corporation expects that it
will be a PFIC for the current tax year and may be a PFIC in future tax years. If the Corporation is a PFIC for any year during a U.S.
Holder’s holding period of the Common Shares, then such U.S. Holder generally will be required to treat any gain realized upon a
disposition of Common Shares, or any “excess distribution” received on its Common Shares, as ordinary income,
and to pay an interest charge on a portion of such gain or distribution, unless the U.S. Holder makes a timely and effective “qualified
electing fund” election (“QEF Election”) or a “mark-to-market” election with
respect to the Common Shares. A U.S. shareholder who makes a QEF Election generally must report on a current basis its share of the Corporation’s
net capital gain and ordinary earnings for any year in which the Corporation is a PFIC, whether or not the Corporation distributes any
amounts to its shareholders. A U.S. Holder who makes a mark-to-market election generally must include as ordinary income each year the
excess of the fair market value of the Common Shares over the taxpayer’s adjusted tax basis therein. This paragraph is qualified
in its entirety by the discussion below under the heading “Material United States Federal Income Tax Considerations.”
Each U.S. Holder should consult its own tax advisors regarding the PFIC rules and the U.S. federal income tax consequences of the
acquisition, ownership, and disposition of Common Shares.
THE CORPORATION
Oncolytics
Biotech Inc. was incorporated pursuant to the ABCA on April 2, 1998 as 779738 Alberta Ltd. On April 8, 1998, we amended our
articles of incorporation (the “Articles”) and changed our name to Oncolytics Biotech Inc. On July 29, 1999, we
amended our Articles by removing the private company restrictions included therein and subdivided the 2,222,222 Common Shares issued and
outstanding into 6,750,000 Common Shares. On February 9, 2007, we amended our Articles to permit shareholder meetings to be held
at any place in Alberta or at any other location as determined by our board of directors. On May 22, 2018, we amended our
Articles of Incorporation to effect a consolidation of the Common Shares on the basis of 9.5 pre-consolidation Common Shares for each
one post-consolidation Common Share.
We have two material operating subsidiaries: Oncolytics
Biotech (Barbados) Inc. and Oncolytics Biotech (US) Inc., a Delaware corporation. Oncolytics Biotech (Barbados) Inc. is incorporated pursuant
to the laws of Barbados and is a wholly-owned direct subsidiary of the Corporation. Oncolytics Biotech (U.S.) Inc. is incorporated pursuant
to the laws of Delaware and is a wholly-owned direct subsidiary of Oncolytics Biotech (Barbados) Inc.
Our head office and principal place of business
is located at Suite 804, 322 – 11th Avenue S.W., Calgary, Alberta T2R 0C5. Our registered office is located at 4000,
421 - 7th Avenue S.W., Calgary, Alberta, T2P 4K9.
BUSINESS OF THE CORPORATION
General
Since our inception
in April of 1998, Oncolytics Biotech Inc. has been a development-stage company focusing our research and development efforts on pelareorep,
an intravenously delivered immunotherapeutic agent with the potential to treat a variety of cancers. We have not been profitable since
our inception and expect to continue to incur substantial losses as we continue research and development efforts. We do not expect
to generate significant revenues until, if and when, pelareorep becomes commercially viable.
Our potential product for human use is pelareorep,
an unmodified reovirus. This virus is a first-in-class systemically administered immunotherapeutic agent for the treatment of solid tumors
and hematological malignancies.
Further information
regarding the business of the Corporation is contained in the Annual Report under the heading “Item 4 – Information
on the Company”, which document is incorporated by reference in this Prospectus Supplement and the Prospectus. See “Documents
Incorporated by Reference.”
USE OF PROCEEDS
The net proceeds
from the Offering are not determinable in light of the nature of the distribution. The net proceeds of any given distribution of Common
Shares through Cantor in an at-the-market offering will represent the gross proceeds after deducting the compensation payable to Cantor
under the Equity Distribution Agreement and expenses of the distribution. Cantor will receive a cash fee equal to three percent
(3.0%) of the gross proceeds realized from the sale of our Common Shares for services rendered in connection with the Offering. We estimate
the total expenses of the Offering, excluding the fee and certain other expenses paid to Cantor, will be approximately US$125,000.There
can be no assurance that we will be able to sell any shares under or fully utilize the Equity Distribution Agreement with Cantor as a
source of financing.
We intend to use the net proceeds from the Offering,
if any, for the advancement of the Corporation’s clinical development programs, related support costs and general corporate and
administrative expenses. General corporate and administrative expenses may include funding ongoing operations and/or capital requirements,
discretionary capital programs and potential future acquisitions. Although, the Corporation intends to expend the net proceeds from the
Offering as set forth above, there may be circumstances where for sound business reasons, a reallocation of funds may be deemed prudent
or necessary, and may vary materially from that set forth above. In addition, the Corporation and Cantor can discontinue the distribution
of Common Shares and terminate the Equity Distribution Agreement at any time in accordance with the terms thereof. As a result, there
is no guarantee that the maximum amount of Common Shares described in this Prospectus Supplement will be sold.
Pending the uses described above, we plan to invest
the net proceeds from the Offering in short- and intermediate-term, interest bearing obligations, investment-grade instruments, certificates
of deposit or direct or guaranteed obligations of the U.S. government.
The amounts actually expended for the purposes
described above may vary significantly depending upon a number of factors, including those listed under the heading “Risk Factors”
in this Prospectus Supplement.
CONSOLIDATED CAPITALIZATION
There has not been any material change in the
share and loan capital of the Corporation, on a consolidated basis, since the Corporation’s most recently filed financial statements
for the three and six months ended June 30, 2024.
TRADING PRICE AND VOLUME
The
Common Shares are listed and posted for trading on the TSX under the trading symbol “ONC” and on the Nasdaq under the trading
symbol “ONCY”. On August 1, 2024, the closing bid price of our Common Shares on the Nasdaq was US$1.03
and the closing price of our Common Shares on the TSX was C$1.48.
The following table sets forth the market price
ranges and the aggregate volume of trading of the Common Shares on the TSX and Nasdaq for the periods indicated:
| | |
TSX
| |
Nasdaq | |
| | |
High | | |
Low | | |
Close | | |
Volume | | |
High | | |
Low | | |
Close | | |
Volume | |
Period | | |
(C$) | | |
(C$) | | |
(C$) | | |
(Shares) | | |
(US$) | | |
(US$) | | |
(US$) | | |
(Shares) | |
2023 | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
August | | |
| 3.48 | | |
| 2.58 | | |
| 3.11 | | |
| 3,722,933 | | |
| 2.62 | | |
| 1.91 | | |
| 2.29 | | |
| 19,439,527 | |
September | | |
| 3.31 | | |
| 2.72 | | |
| 2.97 | | |
| 1,981,504 | | |
| 2.42 | | |
| 2.01 | | |
| 2.18 | | |
| 7,817,082 | |
October | | |
| 3.01 | | |
| 2.04 | | |
| 2.28 | | |
| 1,885,757 | | |
| 2.22 | | |
| 1.485 | | |
| 1.66 | | |
| 8,624,298 | |
November | | |
| 2.46 | | |
| 1.81 | | |
| 1.95 | | |
| 1,790,099 | | |
| 1.80 | | |
| 1.31 | | |
| 1.45 | | |
| 9,564,465 | |
December | | |
| 1.94 | | |
| 1.56 | | |
| 1.79 | | |
| 1,347,682 | | |
| 1.45 | | |
| 1.175 | | |
| 1.35 | | |
| 8,532,110 | |
2024 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
January | | |
| 1.85 | | |
| 1.56 | | |
| 1.60 | | |
| 1,182,377 | | |
| 1.395 | | |
| 1.155 | | |
| 1.19 | | |
| 7,377,509 | |
February | | |
| 1.63 | | |
| 1.20 | | |
| 1.50 | | |
| 2,107,734 | | |
| 1.195 | | |
| 0.883 | | |
| 1.14 | | |
| 10,760,473 | |
March | | |
| 1.56 | | |
| 1.22 | | |
| 1.45 | | |
| 1,389,359 | | |
| 1.18 | | |
| 0.886 | | |
| 1.06 | | |
| 6,321,456 | |
April | | |
| 1.75 | | |
| 1.39 | | |
| 1.53 | | |
| 1,636,196 | | |
| 1.29 | | |
| 1.01 | | |
| 1.11 | | |
| 5,511,583 | |
May | | |
| 1.74 | | |
| 1.44 | | |
| 1.46 | | |
| 988,008 | | |
| 1.28 | | |
| 1.05 | | |
| 1.07 | | |
| 4,699,336 | |
June | | |
| 1.50 | | |
| 1.34 | | |
| 1.35 | | |
| 570,734 | | |
| 1.10 | | |
| 0.98 | | |
| 0.99 | | |
| 3,774,100 | |
July | | |
| 1.50 | | |
| 1.34 | | |
| 1.45 | | |
| 492,500 | | |
| 1.10 | | |
| 0.99 | | |
| 1.04 | | |
| 2,850,900 | |
PRIOR SALES
Common Shares
During the twelve month period prior to the date
of this Prospectus Supplement, the Corporation has issued:
| (a) | an aggregate of 3,334,298 Common Shares pursuant to an equity distribution agreement dated June 17,
2022 and a prospectus supplement dated June 17, 2022 to a base shelf prospectus (the “2022 Shelf Prospectus”)
dated June 16, 2022, at prices ranging from US$1.00 to US$1.54 per Common Share, with the weighted average price being US$1.23 per
Common Share; |
| (b) | an aggregate of: (i) 7,667,050 Common Shares; 7,667,050 2023 Warrants; and (iii) 536,693 2023
Compensation Warrants, each pursuant to an underwriting agreement dated effective August 1, 2023 and a prospectus supplement dated
August 1, 2023 to the 2022 Shelf Prospectus; |
| (c) | an aggregate of 1,140 Common Shares issued on the vesting of outstanding RSAs; and |
| (d) | an aggregate of 281,748 Common Shares issued on the exercise of Stock Options, particulars of which are
set forth in the following table: |
Date of Issue | | |
Number of Common Shares Issued | | |
Price per Common Share (C$) | |
August 28, 2023 | | |
| 22,000 | | |
| 2.15 | |
August 29, 2023 | | |
| 8,000 | | |
| 1.93 | |
November 10, 2023 | | |
| 31,750 | | |
| 1.78 | |
November 14, 2023 | | |
| 3,333 | | |
| 1.45 | |
November 17, 2023 | | |
| 100,000 | | |
| 1.45 | |
November 28, 2023 | | |
| 15,000 | | |
| 1.45 | |
December 6, 2023 | | |
| 3,333 | | |
| 1.45 | |
December 8, 2023 | | |
| 10,000 | | |
| 1.45 | |
December 11, 2023 | | |
| 15,000 | | |
| 1.45 | |
December 12, 2023 | | |
| 10,000 | | |
| 1.45 | |
December 13, 2023 | | |
| 32,666 | | |
| 1.45 | |
December 14, 2023 | | |
| 17,666 | | |
| 1.45 | |
December 15, 2023 | | |
| 8,000 | | |
| 1.45 | |
December 28, 2023 | | |
| 5,000 | | |
| 1.45 | |
Stock Options
During
the twelve month period preceding the date of this Prospectus Supplement, the Corporation granted Stock Options exercisable for an aggregate
of 2,455,400 Common Shares. The particulars of such grants are
set forth in the following table:
Date of Grant | | |
Number of Stock Options Granted | | |
Exercise Price (C$) | | |
Expiry Date |
August 15, 2023 | | |
| 777,500 | | |
| 2.76 | | |
August 15, 2028 |
September 11, 2023 | | |
| 25,000 | | |
| 3.05 | | |
September 11, 2028 |
December 8, 2023 | | |
| 1,342,900 | | |
| 1.91 | | |
December 8, 2028 |
January 5, 2024 | | |
| 45,000 | | |
| 1.76 | | |
January 5, 2029 |
January 22, 2024 | | |
| 15,000 | | |
| 1.62 | | |
January 22, 2029 |
May 28, 2024 | | |
| 250,000 | | |
| 1.53 | | |
May 28, 2029 |
RSAs
During
the twelve month period preceding the date of this Prospectus Supplement, the Corporation granted RSAs which will entitle the holders
thereof to receive, upon vesting, an aggregate of 403,200 Common
Shares. The particulars of such grants are set forth in the following table:
Date of Grant | | |
Number of RSAs Granted | | |
Vesting Date(1) | |
August 15, 2023 | | |
| 150,500 | | |
| August 15, 2024, 2025, 2026 | |
December 8, 2023 | | |
| 252,700 | | |
| December 8, 2024, 2025, 2026 | |
Note:
(1) The
RSAs vest as to 1/3 on each of the first, second and third anniversaries of the grant date.
PLAN OF DISTRIBUTION
We
have entered into the Equity Distribution Agreement with Cantor, as agent. Pursuant to this Prospectus Supplement, we may offer and sell
Common Shares having an aggregate gross sales price of up to US$50,000,000 from time to time through Cantor acting as sales agent. The
following summary of certain provisions of the Equity Distribution Agreement does not purport to be a complete statement of its terms
and conditions. A copy of the Equity Distribution Agreement is available electronically under the Corporation’s profile on SEDAR+
(www.sedarplus.com) and furnished as an exhibit to a Current Report on Form 6-K under the U.S. Exchange Act.
Upon delivery of a placement notice by us and
subject to the terms of the Equity Distribution Agreement, Cantor may sell the Common Shares in the United States by any method permitted
that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the U.S. Securities Act, including,
without limitation, sales made directly on or through Nasdaq, or on any other existing trading market for the Common Shares in the United
States. We may instruct Cantor not to sell Common Shares if the sales cannot be effected at or above the price designated by us from time
to time. We or Cantor may suspend the offering of Common Shares upon notice and subject to other conditions.
No Common Shares will be sold on the TSX or on
other trading markets in Canada as “at-the-market distributions” as defined in NI 44-102.
We will pay Cantor commissions, in cash, for its
service in acting as agent in the sale of our Common Shares. Cantor will be entitled to compensation at a commission rate of 3.0% of the
sales price per share sold under the Equity Distribution Agreement. Because there is no minimum offering amount required as a condition
to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this
time. We have also agreed to reimburse Cantor for certain specified expenses, including the fees and disbursements of their legal counsel
in an amount not to exceed US$75,000 and certain ongoing expenses. We estimate that the total expenses for the offering, excluding compensation
and reimbursements payable to Cantor under the terms of the Equity Distribution Agreement, will be approximately US$125,000.
Settlement for sales of our Common Shares will
occur on the next business day following the date on which any sales are made, or on some other date that is agreed upon by us and Cantor
in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our Common Shares as contemplated
in this Prospectus Supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and
Cantor may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
Cantor will use its commercially reasonable efforts,
consistent with its sales and trading practices, to solicit offers to purchase the Common Shares under the terms and subject to the conditions
set forth in the Equity Distribution Agreement. In connection with the sale of the Common Shares on our behalf, Cantor will be deemed
to be an “underwriter” within the meaning of the U.S. Securities Act and the compensation of Cantor will be deemed to be underwriting
commissions or discounts. We have agreed to provide indemnification and contribution to Cantor against certain civil liabilities, including
liabilities under the U.S. Securities Act.
The offering of our Common Shares pursuant to
the Equity Distribution Agreement will terminate upon the termination of the Equity Distribution Agreement as permitted therein. We and
Cantor may each terminate the Equity Distribution Agreement at any time upon ten days’ prior notice.
Cantor and its affiliates may in the future provide
various investment banking, commercial banking and other financial services for us and our affiliates, for which services they may in
the future receive customary fees. To the extent required by Regulation M under the U.S. Exchange Act, Cantor will not engage in any market
making activities involving our Common Shares while the offering is ongoing under this Prospectus Supplement.
This Prospectus Supplement and the accompanying
Prospectus may be made available in electronic format on a website maintained by Cantor, and Cantor may distribute this Prospectus Supplement
and the accompanying Prospectus electronically.
No underwriter of the Offering, and no person
or company acting jointly or in concert with an underwriter, may, in connection with the distribution under this Prospectus Supplement,
enter into any transaction that is intended to stabilize or maintain the market price of the Common Shares distributed under this Prospectus
Supplement, including selling an aggregate number of Common Shares that would result in the underwriter creating an over-allocation position
in the Common Shares.
The TSX has conditionally approved the listing
of the Common Shares offered by this Prospectus Supplement. Listing is subject to us fulfilling all of the requirements of the TSX. The
Corporation has provided notice to Nasdaq for the listing of the Common Shares offered hereunder.
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS
The following is a general summary of certain
material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition,
ownership, and disposition of Common Shares acquired pursuant to this Offering.
This summary is for general information purposes
only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply
to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of Common Shares. In addition, this summary
does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income
tax consequences to such U.S. Holder, including, without limitation, specific tax consequences to a U.S. Holder under an applicable income
tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with
respect to any U.S. Holder. This summary does not address the U.S. federal alternative minimum, U.S. federal net investment income, U.S.
federal estate and gift, U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the acquisition, ownership, and disposition
of Common Shares. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements.
Each prospective U.S. Holder should consult its own tax advisors regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal
net investment income, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition,
ownership and disposition of Common Shares.
No ruling from the Internal Revenue Service (the
“IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of Common Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position
that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary
is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described
in this summary.
Scope of this Summary
Authorities
This summary is based on the Internal Revenue
Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings
of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect
to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Treaty”), and U.S. court decisions
that are applicable, and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this
summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive
or prospective basis, which could affect the U.S. federal income tax considerations described in this summary. Except as provided herein,
this summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could
be applied on a retroactive or prospective basis.
U.S. Holders
For purposes of this summary, the term “U.S.
Holder” means a beneficial owner of Common Shares acquired pursuant to this Offering that is for U.S. federal income tax purposes:
| · | an individual who is a citizen or resident of the United States; |
| · | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized
under the laws of the United States, any state thereof or the District of Columbia; |
| · | an estate whose income is subject to U.S. federal income taxation regardless of its source; or |
| · | a trust that (1) is subject to the primary supervision of a court within the U.S. and the control
of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations
to be treated as a U.S. person. |
U.S. Holders Subject to Special U.S. Federal
Income Tax Rules Not Addressed
This summary does not address the U.S. federal
income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited
to, U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred
accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment
companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting
method; (d) have a “functional currency” other than the U.S. dollar; (e) own Common Shares as part
of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquire Common
Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold Common Shares
other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes);
(h) are partnerships or other flow-through entities (and partners or other owners thereof); (i) are S corporations (and shareholders
thereof); (j) are subject to special tax accounting rules with respect to the Common Shares; (k) own, have owned or will
own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the outstanding shares of the
Corporation; (l) are subject to taxing jurisdictions other than, or in addition to, the United States or otherwise hold Common Shares
in connection with a trade or business, permanent establishment, or fixed base outside the United States; (m) are U.S. expatriates
or former long-term residents of the United States subject to Section 877 or 877A of the Code; or (n) are subject to the alternative
minimum tax. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described
immediately above, should consult their own tax advisors regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal net
investment income, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership
and disposition of Common Shares.
If
an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal
income tax purposes holds Common Shares, the U.S. federal income tax consequences to such entity or arrangement and the partners (or other
owners or participants) of such entity or arrangement generally will depend on the activities of the entity or arrangement and the status
of such partners (or owners or participants). This summary does not address the tax consequences to any such partner (or owner
or participants). Partners (or other owners or participants) of entities or arrangements that are classified as partnerships or as “pass-through”
entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences
arising from and relating to the acquisition, ownership, and disposition of Common Shares.
Passive Foreign Investment Company Rules
PFIC Status of the Corporation
If the Corporation were to constitute a “passive
foreign investment company” under the meaning of Section 1297 of the Code (a “PFIC”, as defined below)
for any year during a U.S. Holder’s holding period, then certain potentially adverse rules would affect the U.S. federal
income tax consequences to a U.S. Holder as a result of the acquisition, ownership and disposition of Common Shares. The Corporation believes
that it was classified as a PFIC during its most recently completed tax year, and based on current business plans and financial expectations,
the Corporation expects that it will be a PFIC for the current tax year and may be a PFIC in future tax years. No opinion of legal counsel
or ruling from the IRS concerning the status of the Corporation as a PFIC has been obtained or is currently planned to be requested. The
determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal
income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year
depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with
certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any determination made
by the Corporation (or any subsidiary of the Corporation) concerning its PFIC status. Each U.S. Holder should consult its own tax advisors
regarding the PFIC status of the Corporation and each subsidiary of the Corporation.
In any year in which the Corporation is classified
as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or
other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension
of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements
of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.
The Corporation generally will be a PFIC if, for
a tax year, (a) 75% or more of the gross income of the Corporation is passive income (the “PFIC income test”)
or (b) 50% or more of the value of the Corporation’s assets either produce passive income or are held for the production
of passive income, based on the quarterly average of the fair market value of such assets (the “PFIC asset test”).
“Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments
and from incidental or outside operations or sources, and “passive income” generally includes, for example,
dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities
transactions.
For purposes of the PFIC income test and PFIC
asset test described above, if the Corporation owns, directly or indirectly, 25% or more of the total value of the outstanding shares
of another corporation, the Corporation will be treated as if it (a) held a proportionate share of the assets of such other corporation
and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income
test and PFIC asset test described above, and assuming certain other requirements are met, “passive income”
does not include certain interest, dividends, rents, or royalties that are received or accrued by the Corporation from certain “related
persons” (as defined in Section 954(d)(3) of the Code) also organized in Canada, to the extent such items are properly
allocable to the income of such related person that is not passive income.
Under certain attribution rules, if the Corporation
is a PFIC, U.S. Holders will generally be deemed to own their proportionate share of the Corporation’s direct or indirect
equity interest in any company that is also a PFIC (a ‘‘Subsidiary PFIC’’), and will generally be subject
to U.S. federal income tax on their proportionate share of (a) any “excess distributions,” as described
below, on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by the Corporation
or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may
be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of Common
Shares. Accordingly, U.S. Holders should be aware that they could be subject to tax under the PFIC rules even if no distributions
are received and no redemptions or other dispositions of Common Shares are made.
Default PFIC Rules Under Section 1291
of the Code
If the Corporation is a PFIC for any tax year
during which a U.S. Holder owns Common Shares, the U.S. federal income tax consequences to such U.S. Holder of the acquisition, ownership,
and disposition of Common Shares will depend on whether and when such U.S. Holder makes an election to treat the Corporation and each
Subsidiary PFIC, if any, as a “qualified electing fund” or “QEF” under Section 1295
of the Code (a “QEF Election”) or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market
Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this
summary as a “Non-Electing U.S. Holder.”
A Non-Electing U.S. Holder will be subject to
the rules of Section 1291 of the Code (described below) with respect to (a) any gain recognized on the sale or other taxable
disposition of Common Shares and (b) any “excess distribution” received on the Common Shares. A distribution
generally will be an “excess distribution” to the extent that such distribution (together with all other distributions
received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during
a U.S. Holder’s holding period for the Common Shares, if shorter).
Under Section 1291 of the Code, any gain
recognized on the sale or other taxable disposition of Common Shares (including an indirect disposition of the stock of any Subsidiary
PFIC), and any “excess distribution” received on Common Shares or with respect to the stock of a Subsidiary
PFIC, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the respective Common Shares.
The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution
and to years before the entity became a PFIC, if any, would be taxed as ordinary income (and not eligible for certain preferred rates).
The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary
income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability
had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal
interest,” which is not deductible.
If the Corporation is a PFIC for any tax year
during which a Non-Electing U.S. Holder holds Common Shares, the Corporation will continue to be treated as a PFIC with respect to such
Non-Electing U.S. Holder, regardless of whether the Corporation ceases to be a PFIC in one or more subsequent tax years. A Non-Electing
U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291
of the Code discussed above), but not loss, as if such Common Shares were sold on the last day of the last tax year for which the Corporation
was a PFIC.
QEF Election
A U.S. Holder that makes a timely and effective
QEF Election for the first tax year in which the holding period of its Common Shares begins generally will not be subject to the rules of
Section 1291 of the Code discussed above with respect to its Common Shares. A U.S. Holder that makes a timely and effective QEF Election
will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Corporation,
which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Corporation, which will be
taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term
capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings
and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income
tax on such amounts for each tax year in which the Corporation is a PFIC, regardless of whether such amounts are actually distributed
to such U.S. Holder by the Corporation. However, for any tax year in which the Corporation is a PFIC and has no net income or gain, U.S.
Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made
a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S.
federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will
be treated as “personal interest,” which is not deductible.
A U.S. Holder that makes a timely and effective
QEF Election with respect to the Corporation generally (a) may receive a tax-free distribution from the Corporation to the extent
that such distribution represents “earnings and profits” of the Corporation that were previously included in
income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the Common
Shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S.
Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of Common Shares.
The procedure for making a QEF Election, and the
U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will
be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding
period for the Common Shares in which the Corporation was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate
QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If a U.S. Holder does not make
a timely and effective QEF Election for the first year in the U.S. Holder’s holding period for the Common Shares, the U.S.
Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder meets certain requirements
and makes a “purging” election to recognize gain (which will be taxed under the rules of Section 1291
of the Code discussed above) as if such Common Shares were sold for their fair market value on the day the QEF Election is effective.
If a U.S. Holder makes a QEF Election but does not make a “purging” election to recognize gain as discussed
in the preceding sentence, then such U.S. Holder shall be subject to the QEF Election rules and shall continue to be subject to tax
under the rules of Section 1291 discussed above with respect to its Common Shares. If a U.S. Holder owns PFIC stock indirectly
through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary
PFIC for the QEF rules to apply to both PFICs.
A QEF Election will apply to the tax year for
which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS
consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the Corporation ceases
to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Corporation
is not a PFIC. Accordingly, if the Corporation becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the
U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which the Corporation qualifies as
a PFIC.
The
Corporation: (a) will make available to U.S. Holders, upon their written request, information as to its status as a PFIC and
the PFIC status of any subsidiary in which the Corporation owns more than 50% of such subsidiary’s total aggregate voting
power and (b) for each year in which the Corporation is a PFIC, provide to a U.S. Holder, upon written request, such information
and documentation that a U.S. Holder making a QEF Election with respect to the Corporation and such more than 50% owned subsidiary which
constitutes a PFIC is reasonably required to obtain for U.S. federal income tax purposes. The Corporation may elect to provide such information
on its website. With respect to any Subsidiary PFIC in which the Corporation owns 50% or less of the aggregate voting power, upon the
written request of a U.S. Holder acquiring Common Shares, the Corporation will request that such Subsidiary PFIC provide such U.S. Holder
with the information that such U.S. Holder requires to report under the QEF rules; provided, however, the Corporation can provide no assurances
that such Subsidiary PFIC will provide such information.
A U.S. Holder makes a QEF Election by attaching
a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed United States federal income tax return.
However, if the Corporation does not provide the required information with regard to the Corporation or any of its Subsidiary PFICs, U.S.
Holders will not be able to make a QEF Election for such entity and will continue to be subject to the rules of Section 1291
of the Code discussed above that apply to Non-Electing U.S. Holders with respect to the taxation of gains and excess distributions.
Mark-to-Market Election
A U.S. Holder may make a Mark-to-Market Election
only if the Common Shares are marketable stock. The Common Shares generally will be “marketable stock” if the
Common Shares are regularly traded on (a) a national securities exchange that is registered with the Securities and Exchange Commission,
(b) the national market system established pursuant to section 11A of the U.S. Exchange Act, or (c) a foreign securities exchange
that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such
foreign exchange has trading volume, listing, financial disclosure, and surveillance requirements, and meets other requirements, and the
laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such
requirements are actually enforced and (ii) the rules of such foreign exchange effectively promote active trading of listed
stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded”
for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar
quarter. Provided that the Common Shares are “regularly traded” as described in the preceding sentence, the
Common Shares are expected to be marketable stock. However, each U.S. Holder should consult its own tax advisor in this matter.
A U.S. Holder that makes a Mark-to-Market Election
with respect to its Common Shares generally will not be subject to the rules of Section 1291 of the Code discussed above with
respect to such Common Shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such
U.S. Holder’s holding period for the Common Shares for which the Corporation is a PFIC and such U.S. Holder has not made
a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions
on, the Common Shares.
A U.S. Holder that makes a Mark-to-Market Election
will include in ordinary income, for each tax year in which the Corporation is a PFIC, an amount equal to the excess, if any, of (a) the
fair market value of the Common Shares, as of the close of such tax year over (b) such U.S. Holder’s adjusted tax basis
in such Common Shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess,
if any, of (a) such U.S. Holder’s adjusted tax basis in the Common Shares, over (b) the fair market value of such
Common Shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior
tax years).
A U.S. Holder that makes a Mark-to-Market Election
generally also will adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in gross income
or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of Common Shares,
a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any,
of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount
allowed as a deduction because of such Mark-to-Market Election for prior tax years). Losses that exceed this limitation are subject to
the rules generally applicable to losses provided in the Code and Treasury Regulations.
A U.S. Holder makes a Mark-to-Market Election
by attaching a completed IRS Form 8621 to a timely filed United States federal income tax return. A Mark-to-Market Election applies
to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the Common Shares cease to be “marketable
stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisors regarding
the availability of, and procedure for making, a Mark-to-Market Election.
Although a U.S. Holder may be eligible to make
a Mark-to-Market Election with respect to the Common Shares, no such election may be made with respect to the stock of any Subsidiary
PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective
to avoid the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions
of Subsidiary PFIC stock or excess distributions from a Subsidiary PFIC to its shareholder.
Other PFIC Rules
Under Section 1291(f) of the Code, the
IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely
QEF Election to recognize gain (but not loss) upon certain transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts
and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may
vary based on the manner in which Common Shares are transferred.
Certain additional adverse rules may apply
with respect to a U.S. Holder if the Corporation is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example,
under Section 1298(b)(6) of the Code, a U.S. Holder that uses Common Shares as security for a loan will, except as may be provided
in Treasury Regulations, be treated as having made a taxable disposition of such Common Shares.
In addition, a U.S. Holder who acquires Common
Shares from a decedent will not receive a “step up” in tax basis of such Common Shares to fair market value
unless such decedent had a timely and effective QEF Election in place.
Special rules also apply to the amount of
foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with
respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to
distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult with its own
tax advisors regarding the availability of the foreign tax credit with respect to distributions by a PFIC.
The PFIC rules are complex, and each U.S.
Holder should consult its own tax advisors regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income
tax consequences of the acquisition, ownership, and disposition of Common Shares.
General Rules Applicable to the Ownership and Disposition of
Common Shares
The following discussion describes the general
rules applicable to the ownership and disposition of the Common Shares but is subject in its entirety to the special rules described
above under the heading “Passive Foreign Investment Company Rules.”
Distributions on Common Shares
A
U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to include
the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution)
to the extent of the current and accumulated “earnings and profits” of the Corporation, as computed for U.S.
federal income tax purposes. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates if the Corporation is a
PFIC for the tax year of such distribution or the preceding tax year. To the extent that a distribution exceeds the current and accumulated
“earnings and profits” of the Corporation, such distribution will be treated first as a tax-free return of capital
to the extent of a U.S. Holder’s tax basis in the Common Shares and thereafter as gain from the sale or exchange of such
Common Shares. (See “Sale or Other Taxable Disposition of Common Shares” below). However, the
Corporation may not maintain the calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each
U.S. Holder may have to assume that any distribution by the Corporation with respect to the Common Shares will constitute ordinary dividend
income. Dividends received on Common Shares by corporate U.S. Holders generally will not be eligible for the “dividends received
deduction.” Subject to applicable limitations and provided the Corporation is eligible for the benefits of the Treaty or
the Common Shares are readily tradable on a United States securities market, dividends paid by the Corporation to non-corporate U.S. Holders,
including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends,
provided certain holding period and other conditions are satisfied, including that the Corporation not be classified as a PFIC in the
tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own
tax advisors regarding the application of such rules.
Sale or Other Taxable Disposition of Common
Shares
Upon the sale or other taxable disposition of
Common Shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the U.S. dollar
value of cash received plus the fair market value of any property received and such U.S. Holder’s tax basis in such Common
Shares sold or otherwise disposed of. A U.S. Holder’s tax basis in Common Shares generally will be such U.S. Holder’s
U.S. dollar cost for such Common Shares. Gain or loss recognized on such sale or other disposition generally will be long-term capital
gain or loss if, at the time of the sale or other disposition, the Common Shares have been held for more than one year.
Preferential tax rates currently apply to long-term
capital gain of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital
gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.
Additional Considerations
Receipt of Foreign Currency
The amount of any distribution paid to a U.S.
Holder in foreign currency, or on the sale, exchange or other taxable disposition of Common Shares, generally will be equal to the U.S.
dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign
currency is converted into U.S. dollars at that time). A U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar
value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may
have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income
or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each
U.S. Holder should consult its own tax advisors regarding the U.S. federal income tax consequences of receiving, owning, and disposing
of foreign currency.
Foreign Tax Credit
Dividends paid on the Common Shares will be treated
as foreign-source income, and generally will be treated as “passive category income” or “general category income”
for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other disposition of Common Shares generally will be United
States source gain or loss. Certain U.S. Holders that are eligible for the benefits of the Treaty may elect to treat such gain or loss
as Canadian source gain or loss for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of foreign
taxes that may be claimed as a credit by U.S. taxpayers. In addition, Treasury Regulations that apply to foreign taxes paid or accrued
(the “Foreign Tax Credit Regulations”) impose additional requirements for Canadian withholding taxes to be eligible
for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The Treasury Department has recently
released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.
Subject to the PFIC rules and the Foreign
Tax Credit Regulations, each as discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax
with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Holder, to receive either
a deduction or a credit for such Canadian income tax. Generally, a credit will reduce a U.S. Holder’s U.S. federal income
tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income that is subject to U.S.
federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding)
by a U.S. Holder during a year. The foreign tax credit rules are complex and involve the application of rules that depend on
a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own tax advisors regarding the
foreign tax credit rules.
Backup Withholding and Information Reporting
Under U.S. federal income tax law, certain categories
of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example,
U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified
foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only
financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution,
any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty
other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their
Common Shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns
are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns, including
the requirement to file an IRS Form 8938.
Payments made within the U.S., or by a U.S. payor
or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, Common Shares will generally be
subject to information reporting and backup withholding tax if a U.S. Holder (a) fails to furnish such U.S. Holder’s
correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification
number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding
tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification
number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons
generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any
amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S.
federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.
The discussion of reporting requirements set forth
above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to
satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax and, under
certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each
U.S. Holder should consult its own tax advisors regarding the information reporting and backup withholding rules.
THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE
A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF
COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN LIGHT OF THEIR OWN
PARTICULAR CIRCUMSTANCES.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following is, as of the date of this Prospectus
Supplement, a summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (“Tax
Act”) and the regulations thereunder (the “Regulations”) generally applicable to an investor who acquires
as beneficial owner Common Shares pursuant to the Offering and who, for the purposes of the Tax Act and the Regulations and at all relevant
times deals at arm’s length with the Corporation and Cantor, is not affiliated with the Corporation and Cantor, is not exempt from
tax under Part I of the Tax Act, and who acquires and holds the Common Shares, as capital property (a “Holder”).
Generally, the Common Shares will be considered to be capital property to a Holder provided that the Holder does not hold the Common Shares
in the course of carrying on a business as part of an adventure or concern in the nature of trade.
This summary is generally applicable to a Holder
who, at all relevant times, for purposes of the Tax Act: (i) is not, and is not deemed to be, resident in Canada for the purposes
of the Tax Act or any applicable income tax treaty or convention; and (ii) does not and will not use or hold, and is not and will
not be deemed to hold, the Common Shares in connection with carrying on a business in Canada. Holders who meet all of the foregoing requirements
are referred to in this summary as a “Non-Resident Holder”, and this summary only addresses such Non-Resident Holders.
Special rules, which are not discussed in this
summary, may apply to certain holders that are insurers carrying on an insurance business in Canada and elsewhere or an authorized foreign
bank. Such Holders should consult their own tax advisors with respect to an investment in Common Shares.
This summary is based upon the current provisions
of the Tax Act and the Regulations in force as of the date hereof and counsel’s understanding of the current administrative policies
and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA prior to the date
hereof. This summary takes into account all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf
of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that the Tax Proposals
will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form
or at all.
Other than the Tax Proposals, this summary does
not otherwise take into account or anticipate any changes in law, whether by legislative, governmental, administrative or judicial decision
or action, nor does it take into account or consider any provincial, territorial or foreign income tax considerations, which considerations
may differ significantly from the Canadian federal income tax considerations discussed in this summary. This summary also does not take
into account any change in the administrative policies or assessing practices of the CRA.
This summary is of a general nature only, is
not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be,
legal or tax advice to any particular Holder. Holders should consult their own tax advisors with respect to their particular circumstances.
Currency
In general, for purposes of the Tax Act, all amounts
relating to the acquisition, holding or disposition of the Common Shares (including dividends, adjusted cost base and proceeds of disposition)
must, to the extent such amounts are not otherwise expressed in Canadian dollars, be converted into Canadian dollars based on an exchange
rate quoted by the Bank of Canada for the date such amount arose or such other rate of exchange that is acceptable to the CRA.
Dividends
Dividends paid or credited or deemed to be paid
or credited on the Common Shares to a Non-Resident Holder by the Corporation are subject to Canadian withholding tax at the rate of 25%
on the gross amount of the dividend, unless such rate is reduced by the terms of an applicable tax treaty or convention between Canada
and the country of residence of the Non-Resident Holder. For example, under the Canada-United States Tax Convention (1980), as
amended (the “Treaty”), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is:
(i) a beneficial owner of dividends, (ii) resident in the United States for purposes of the Treaty, (iii) and entitled
to the benefits of the Treaty, is generally reduced to 15% of the gross amount of the dividend. Non-Resident Holders are urged to consult
their own tax advisors to determine their entitlement to relief under an applicable income tax treaty.
Dispositions of Common Shares
Upon a disposition (or a deemed disposition) of
a Common Share (other than to the Corporation unless purchased by the Corporation in the open market in the manner in which shares are
normally purchased by any member of the public in the open market), a Non-Resident Holder generally will realize a capital gain (or a
capital loss) equal to the amount by which the proceeds of disposition of such Common Shares, net of any reasonable costs of disposition,
are greater (or are less) than the adjusted cost base of such Common Share to the Non-Resident Holder.
A Non-Resident Holder generally will not be subject
to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Common Share, unless the
Common Share is or is deemed to be “taxable Canadian property” and is not “treaty-protected property” (each as
defined under the Tax Act) of the Non-Resident Holder at the time of disposition.
Provided the Common Shares are listed on a “designated
stock exchange”, as defined in the Tax Act (which currently includes the Nasdaq and TSX), at the time of disposition, the Common
Shares generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60
month period immediately preceding the disposition the following two conditions are met concurrently: (i) one or any combination
of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length, and (c) partnerships
in which the Non-Resident Holder or a person with whom the Non-Resident Holder did not deal at arm’s length held a membership interest
directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of shares of the
Corporation; and (ii) more than 50% of the fair market value of such shares was derived directly or indirectly from one or any combination
of (a) real or immovable property situated in Canada, (b) “Canadian resource properties” (as defined in the Tax
Act), (c) “timber resource properties” (as defined in the Tax Act) or (d) an option in respect of, an interest in,
or for civil law a right in any of the foregoing property, whether or not such property exists. Notwithstanding the foregoing, a Common
Share may otherwise be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act.
Non-Resident Holders whose Common Shares may
be taxable Canadian property should consult their own tax advisors.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The
Corporation has filed with the SEC a registration statement on Form F-10 relating to, among other securities, the Common Shares.
This Prospectus Supplement and the Prospectus, both of which constitute a part of the registration statement, do not contain all of the
information contained in the registration statement, certain items of which are contained in the exhibits to the registration statement
as permitted by the rules and regulations of the SEC. See “Documents Filed as Part of the Registration Statement”
in this Prospectus Supplement and the Prospectus. Statements contained in this Prospectus Supplement, the Prospectus or a document incorporated
by reference herein about the contents of any contract, agreement or other documents referred to are not necessarily complete, and in
each instance you should refer to the exhibits to the registration statement for a more complete description of the matter involved.
The registration statement, and the items of information omitted from this Prospectus Supplement and the Prospectus but contained in
the registration statement, will be available on EDGAR (www.sec.gov/edgar.shtml).
The Corporation is subject to the information
requirements of the U.S. Exchange Act and applicable Canadian securities legislation and, in accordance therewith, files and furnishes
annual and quarterly financial information and material change reports, business acquisition reports and other material with the securities
commission or similar regulatory authority in each of the provinces of Canada and with the SEC. Under MJDS adopted by the United States
and Canada, documents and other information that the Corporation files with the SEC may be prepared in accordance with the disclosure
requirements of Canada, which are different from those of the United States. As a foreign private issuer within the meaning of rules made
under the U.S. Exchange Act, the Corporation is exempt from the rules under the U.S. Exchange Act prescribing the furnishing
and content of proxy statements, and the Corporation’s officers, directors and principal shareholders are exempt from the reporting
and short swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. In addition, the Corporation is
not required to publish financial statements as promptly as United States companies.
You
may read any document that the Corporation has filed with the SEC on EDGAR at www.sec.gov/edgar.shtml. You may read and download
any public document that the Corporation has filed with the Canadian securities regulatory authorities under the Corporation’s
profile on SEDAR+ (www.sedarplus.com). We make available, free of charge, on our website at www.oncolyticsbiotech.com, our annual
reports on Form 20-F, and foreign issuer reports on Form 6-K and any amendments to such reports as soon as reasonably practicable
after such reports are electronically filed with, or furnished to, the SEC. Information on or accessible through our website is not incorporated
by reference herein and is not part of this Prospectus Supplement.
LEGAL MATTERS AND INTEREST OF EXPERTS
The auditors of the Corporation are Ernst &
Young LLP, Chartered Professional Accountants, Calgary City Centre, 2200, 215 – 2nd Street S.W., Calgary, Alberta, T2P
1M4. Ernst & Young LLP, are independent with respect to the Corporation in the context of the Rules of Professional Conduct
of the Chartered Professional Accountants of Alberta and in compliance with Rule 3520 of the Public Company Accounting Oversight
Board.
Certain
legal matters relating to the Offering will be passed upon on our behalf by McCarthy Tétrault LLP with respect to certain Canadian
legal matters and by Dorsey & Whitney LLP with respect to certain U.S. legal matters, and on behalf of Cantor by Paul
Hastings LLP, New York, New York with respect to certain U.S. legal matters.
AGENT FOR SERVICE OF PROCESS
Messrs. Wayne Pisano and Jonathan Rigby,
Ms. Patricia Andrews and Dr. Bernd R. Seizinger are directors of the Corporation who reside outside of Canada. Messrs. Pisano
and Rigby, Ms. Andrews and Dr. Seizinger have appointed the Corporation, at its principal place of business, as agent for service
of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person
that resides outside of Canada, even if the party has appointed an agent for service of process.
SHORT FORM BASE SHELF PROSPECTUS
![](https://www.sec.gov/Archives/edgar/data/1129928/000110465924085444/tm2419848d1_f10img002.jpg)
C$150,000,000
Common Shares
Subscription Receipts
Warrants
Units
Oncolytics Biotech Inc. (the “Corporation”,
“Oncolytics”, “we”, “our” or “us”) may from time to time offer
and issue the following securities: (i) common shares in the capital of the Corporation (“Common Shares”); (ii) subscription
receipts of the Corporation exchangeable for Common Shares and/or other securities of the Corporation (“Subscription Receipts”);
(iii) warrants exercisable to acquire Common Shares and/or other securities of the Corporation (“Warrants”); and (iv)
securities comprised of more than one of Common Shares, Subscription Receipts and/or Warrants offered together as a unit (“Units”),
or any combination thereof, up to an aggregate offering price of C$150,000,000 (or the equivalent thereof, at the date of issue, in any
other currency or currencies, as the case may be) at any time during the 25-month period that this short form base shelf prospectus (including
any amendments hereto, the “Prospectus”) remains valid. The Common Shares, Subscription Receipts, Warrants and Units
(collectively, the “Securities”) offered hereby may be offered separately or together, in separate series, in amounts,
at prices and on terms to be set forth in one or more prospectus supplements (collectively or individually, as the case may be, “Prospectus
Supplements”).
The specific terms of any offering of Securities
will be set forth in the applicable Prospectus Supplement and may include, without limitation, where applicable: (i) in the case of Common
Shares, the number of Common Shares being offered, the offering price (in the event the offering is a fixed price distribution), the manner
of determining the offering price(s) (in the event the offering is not a fixed price distribution) and any other specific terms; (ii)
in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, the terms, conditions and
procedures for the exchange of the Subscription Receipts into or for Common Shares and/or other securities of the Corporation and any
other specific terms; (iii) in the case of Warrants, the number of such Warrants offered, the offering price, the terms, conditions and
procedures for the exercise of such Warrants into or for Common Shares and/or other securities of the Corporation and any other specific
terms; and (iv) in the case of Units, the number of Units being offered, the offering price, the terms of the Common Shares, Subscription
Receipts and/or Warrants, as the case may be, underlying the Units, and any other specific terms.
An investment in Securities involves significant
risks that should be carefully considered by prospective investors before purchasing Securities. The risks outlined in this Prospectus
and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, should be carefully reviewed and
considered by prospective investors in connection with any investment in Securities. See “Risk Factors”.
This offering is made by a Canadian issuer
that is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada (“MJDS”), to prepare
this Prospectus in accordance with Canadian disclosure requirements. Prospective investors in the United States should be aware that such
requirements are different from those of the United States. Financial statements included or incorporated by reference herein have been
prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board (“IASB”) and may not be comparable to financial statements of United States companies. Such financial statements
are subject to Canadian generally accepted auditing standards and auditor independence standards, in addition to the standards of the
Public Company Accounting Oversight Board (United States) and the United States Securities and Exchange Commission (“SEC”)
independence standards.
Prospective investors should be aware that
the acquisition of the Securities described herein may have tax consequences both in the United States and in Canada. This Prospectus
may not describe these tax consequences fully. You should read the tax discussion in the applicable Prospectus Supplement and consult
with your own tax advisor with respect to your own particular circumstances.
The enforcement by investors of civil liabilities
under the United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the laws
of Alberta, Canada, that the majority of its officers and directors are residents of Canada, that many of the experts named in this Prospectus
are not residents of the United States, and that a substantial portion of the assets of the Corporation and said persons are located outside
the United States.
NEITHER THE SEC NOR ANY STATE OR CANADIAN
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
All shelf information permitted under applicable
securities legislation to be omitted from this Prospectus including, without limitation, the information disclosed in the specific terms
of any offering of Securities, as discussed above, will be contained in one or more Prospectus Supplements that will be delivered to purchasers
together with this Prospectus, except in cases where an exemption from such delivery requirements has been obtained. Each Prospectus Supplement
will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of such Prospectus Supplement
and only for the purposes of the distribution of the Securities to which that Prospectus Supplement pertains.
We may sell the Securities to or through one or
more underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable
statutory exemptions, or through one or more agents designated by us from time to time. The Securities may be sold from time to time in
one or more transactions at fixed prices or not at fixed prices, such as market prices prevailing at the time of sale, prices related
to such prevailing market prices or prices to be negotiated with purchasers, which prices may vary as between purchasers and during the
period of distribution of the Securities. The Prospectus Supplement relating to a particular offering of Securities will identify each
underwriter, dealer or agent engaged in connection with the offering and sale of such Securities, as well as the method of distribution
and the terms of the offering of such Securities, including the initial offering price (in the event the offering is a fixed price distribution),
the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution), the net proceeds to us
and, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other
material terms. See “Plan of Distribution”.
Unless otherwise specified in a Prospectus Supplement,
in connection with any offering of the Securities, the underwriters or agents may over-allot or effect transactions that stabilize or
maintain the market price of the offered Securities at a level above that which might otherwise prevail on the open market. Such transactions,
if commenced, may be interrupted or discontinued at any time. See “Plan of Distribution”.
Owning the Securities may subject you to tax consequences.
This Prospectus and any applicable Prospectus Supplement may not describe the tax consequences fully. You should read the tax discussion
in any applicable Prospectus Supplement and consult with your own tax advisor with respect to your own particular circumstances.
Unless otherwise specified in the applicable
Prospectus Supplement, the Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market
through which these securities may be sold and purchasers may not be able to resell such securities purchased under this Prospectus. This
may affect the pricing of such securities in the secondary market, the transparency and availability of trading prices, the liquidity
of such securities, and the extent of issuer regulation. See “Forward-Looking Statements” and “Risk Factors”.
Our outstanding Common Shares are listed for trading
on the Toronto Stock Exchange under the trading symbol “ONC” and on the Nasdaq Capital Market under the trading symbol “ONCY”.
On July 18, 2024, the closing price of our Common Shares on the Toronto Stock Exchange and Nasdaq Capital Market was C$1.40 and US$1.03
per Common Share, respectively.
Messrs. Wayne Pisano and Jonathan Rigby, Ms. Patricia
Andrews and Dr. Bernd R. Seizinger are directors of the Corporation who reside outside of Canada. Messrs. Pisano and Rigby, Ms. Andrews
and Dr. Seizinger have appointed the Corporation, at its principal place of business, as agent for service of process. Purchasers are
advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada,
even if the party has appointed an agent for service of process. See “Agent for Service of Process”.
No underwriter, agent or dealer has been
involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.
Our head office and principal place of business
is located at Suite 804, 322 – 11th Avenue S.W., Calgary, Alberta T2R 0C5. Our registered office is located at 4000,
421 - 7th Avenue S.W., Calgary, Alberta, T2P 4K9.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS AND OTHER MATTERS
In this Prospectus and any Prospectus Supplement,
unless otherwise indicated, references to “we”, “us”, “our”, “issuer”,
“Oncolytics” or the “Corporation” are to Oncolytics Biotech Inc., including, where the context requires,
its subsidiaries and affiliates.
Unless otherwise indicated, all financial information
included and incorporated by reference in this Prospectus and any Prospectus Supplement is determined using IFRS as issued by IASB and
adopted by the Accounting Standards Board of Canada.
This Prospectus provides you with a general description
of the Securities that the Corporation may offer. Each time the Corporation sells Securities under this Prospectus, the Corporation will
file and deliver, except in cases where an exemption from such delivery requirement has been obtained, a Prospectus Supplement that will
contain specific information about the terms of that offering of Securities. The Prospectus Supplement also may add, update or change
information contained in this Prospectus. Before investing, investors should read both this Prospectus and any applicable Prospectus Supplement
together with additional information described under the heading “Documents Incorporated by Reference”.
You should rely only on the information contained
in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. The Corporation has not authorized anyone
to provide you with different or additional information. The Corporation is not making an offer of these Securities in any jurisdiction
where the offer is not permitted by law.
CURRENCY AND EXCHANGE RATE INFORMATION
In this Prospectus, unless otherwise indicated,
all dollar amounts and references to “US$” are to U.S. dollars and references to “C$” are to Canadian dollars.
This Prospectus and the documents incorporated by reference in this Prospectus contain translations of some Canadian dollar amounts into
U.S. dollars solely for your convenience. The following table sets forth, for the periods indicated, the high, low, average and period-end
rates of exchange for US$1.00, expressed in Canadian dollars, posted by the Bank of Canada:
| |
Year Ended December 31(1) | |
| |
2023 | |
2022 | |
2021 | |
Highest rate during the period | |
C$ |
1.3875 | |
C$ |
1.3856 | |
C$ |
1.2942 | |
Lowest rate during the period | |
C$ |
1.3128 | |
C$ |
1.2451 | |
C$ |
1.2040 | |
Average rate for the period | |
C$ |
1.3497 | |
C$ |
1.3013 | |
C$ |
1.2535 | |
Rate at the end of the period | |
C$ |
1.3226 | |
C$ |
1.3544 | |
C$ |
1.2678 | |
|
Note: (1) Data from the Bank of Canada reflects the daily average rates.
On July 18, 2024, the daily average exchange
rate posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was US$1.00 = C$1.3696. Unless otherwise indicated,
currency translation in this Prospectus reflect the July 18, 2024 rate.
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated
by reference herein contain certain statements relating to future events or the Corporation’s future performance which constitute
forward-looking statements within the meaning of applicable Canadian securities laws and within the meaning of the United States Private
Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Corporation, or industry results, to be materially different from
any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are
statements that are not historical facts, and include, but are not limited to, estimates and their underlying assumptions; statements
regarding plans, objectives and expectations with respect to the efficacy of our technologies; the timing and results of clinical studies
related to our technologies; future operations, products and services; the impact of regulatory initiatives on our operations; the size
of and opportunities related to the markets for our technologies; general industry and macroeconomic growth rates; expectations related
to possible joint and/or strategic ventures and statements regarding future performance. Forward-looking statements generally, but not
always, are identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,”
“projects”, “potential”, “possible” and similar expressions, or that events or conditions “will,”
“may,” “could” or “should” occur.
The forward-looking statements in this Prospectus
are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond our control, including without
limitation:
| · | risks related to all of our potential products, including pelareorep, being in the research and development
stage and requiring further development and testing before they can be marketed commercially; |
| · | risks related to any failure or delay in clinical trials for our products, including pelareorep; |
| · | risks arising due to our candidate product, pelareorep, being used in combination with third-party drugs
over which we have limited or no control over supply; |
| · | risks related to the impact of any undesirable side effects or other properties that our product candidate,
pelareorep, may have; |
| · | the risk that we may expend our limited resources to pursue a particular indication and fail to capitalize
on indications that may be more profitable or for which there is a greater likelihood of success; |
| · | the risk that we may need additional financing in the future to fund the research and development of our
products and to meet our ongoing capital requirements; |
| · | risks related to the intense regulatory approval processes under which pharmaceutical products are subject; |
| · | the risk that our operations and products may be subject to other government manufacturing and testing
regulations; |
| · | risks related to our conduct of clinical trials for pelareorep in sites outside the United States; |
| · | risks related to our reliance on patents and proprietary rights to protect our technology; |
| · | the risk that third parties may choose to file patent infringement claims against us; |
| · | the risk related to our ability to protect the confidentiality of our proprietary information and know-how; |
| · | risks related to the sharing of our trade secrets with third parties; |
| · | risks related to developments in patent law; |
| · | risks related to the requirement to obtain protection under the Hatch-Waxman amendments and similar foreign
legislation for extending the term of patents covering each of our product candidates; |
| · | the risk that intellectual property rights do not necessarily address all potential threats to our business; |
| · | the risk that our products may fail or cause harm, subjecting us to product liability claims; |
| · | the risk that new products may not be accepted by the medical community or consumers; |
| · | the risk that interim “top-line” and preliminary data from our clinical trials that we announce
or publish from time to time may change as more patient data becomes available and are subject to audit and verification procedures; |
| · | the risk that our technologies may become obsolete; |
| · | risks related to our reliance on third-party manufacturers to produce our clinical products and on other
third parties to store, monitor and transport bulk drug substance and drug product; |
| · | risks related to our reliance on third parties to produce and provide suitable raw materials for pelareorep
production, packaging, and testing as well as clinical trial-related testing; |
| · | risks related to our reliance on third parties to monitor, support, conduct and oversee clinical trials
of the products that we are developing and, in some cases, to maintain regulatory files for those product candidates; |
| · | risks related to our dependence on Adlai Nortye Biopharma Co. and our doing business in foreign jurisdictions
in connection with our license, development, supply and distribution agreement with Adlai Nortye Biopharma Co.; |
| · | the risk that our employees, independent contractors, principal investigators, contract research organizations,
consultants and vendors may engage in misconduct or other improper activities; |
| · | risks related to events outside of our control, such as natural disasters, risks related to wars, global
political conflicts or health epidemics; |
| · | risks related to the cost of director and officer liability insurance; |
| · | risks related to our dependence on our key employees and collaborators; |
| · | risks related to our likely status as a “passive foreign investment company”; |
| · | the potential dilution of present and prospective shareholdings; and |
| · | risks related to disruptions to our information technology systems, including disruptions from cybersecurity
breaches of our information technology infrastructure; and |
| · | risks related to our Common Shares. |
This list is not exhaustive of the factors that
may affect any of the Corporation’s forward-looking statements. Some of the important risks and uncertainties that could affect
forward-looking statements are described further under the heading “Risk Factors” in our Annual Report. If one or more
of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from
those expected, estimated or projected. Forward-looking statements in this document are not a prediction of future events or circumstances,
and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including
investors and prospective investors, are cautioned not to place undue reliance on such forward-looking statements. Investors should consult
our quarterly and annual filings with the Canadian and U.S. securities commissions for additional information on risks and uncertainties
relating to forward-looking statements. The Corporation does not undertake any obligation to publicly update or revise any forward-looking
statements other than as required under applicable securities laws.
Prospective investors should carefully consider
the information contained under the heading “Risk Factors” in our Annual Report and all other information included
in or incorporated by reference in this Prospectus before making investment decisions with regard to the Securities.
RISK FACTORS
An investment in the Securities involves
a high degree of risk. Prospective investors should note that there is no market through which the Subscription Receipts, Warrants or
Units may be sold and purchasers may not be able to resell the Subscription Receipts, Warrants or Units purchased under this Prospectus.
This may affect the pricing of these securities in the secondary market, the transparency and availability of trading prices, the liquidity
of the securities, and the extent of issuer regulation.
Prospective investors should consider carefully
the risks described in the documents incorporated by reference in this Prospectus (including in subsequently filed documents incorporated
by reference) and those described in any Prospectus Supplement before purchasing the Securities offered hereby. Discussions of certain
risks affecting the Corporation in connection with its business are provided under the heading “Risk Factors” in our
Annual Report filed with the various securities regulatory authorities, which is incorporated by reference in this Prospectus.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference
in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated
herein by reference may be obtained on request without charge from our Corporate Secretary at Suite 804, 322 – 11th
Avenue S.W., Calgary, Alberta T2R 0C5 telephone (403) 670-7377, and are available electronically under the Corporation’s profile
on SEDAR+ (www.sedarplus.com) and on EDGAR (www.sec.gov/edgar.shtml).
We have filed the following documents with the
securities commissions or similar regulatory authorities in certain of the provinces of Canada and such documents are specifically incorporated
by reference in, and form an integral part of, this Prospectus:
| · | our management information circular dated March 26, 2024 relating to the annual general meeting of shareholders
held on May 15, 2024; |
| · |
our audited consolidated financial statements, together with the notes
thereto, as at December 31, 2023 and 2022, which comprise the consolidated statements of financial position as at December 31, 2023 and
2022, and the consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the years ended December 31,
2023, 2022 and 2021, together with the independent
auditor’s
report thereon
and the auditor’s report on the effectiveness of the
Corporation’s internal control over financial reporting as of December 31, 2023;
|
| · | our management’s discussion and analysis of financial condition and results of operations dated
March 7, 2024, for the year ended December 31, 2023; |
| · | our unaudited interim consolidated financial statements, together with the notes thereto, as at March 31, 2024, which comprise the interim consolidated statements of financial position as at March 31, 2024 and December 31, 2023, and the interim consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the three months ended March 31, 2024 and 2023; and |
| · | our management’s discussion and analysis of financial condition and results of operations dated
May 9, 2024, for the three months ended March 31, 2024. |
Any documents of the type required by National
Instrument 44-101 - Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including any
annual information form, annual report on Form 20-F, comparative annual consolidated financial statements and the auditors’ report
thereon, comparative interim consolidated financial statements, management’s discussion and analysis of financial condition and
results of operations, material change report (except a confidential material change report), business acquisition report and information
circular, if filed by us with the securities commissions or similar authorities in Canada after the date of this Prospectus and prior
to the date which is 25 months from the date of this Prospectus, shall be deemed to be incorporated by reference in this Prospectus.
In addition, to the extent that any document or
information incorporated by reference into this Prospectus is included in any report filed with or furnished to the SEC pursuant to the
United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), after the date of this Prospectus,
such document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement of which this
Prospectus forms a part (in the case of documents or information deemed furnished on Form 6-K or Form 8-K, only to the extent specifically
stated therein)
Any statement contained in this Prospectus
or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for the purposes
of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also
is, or is deemed to be, incorporated by reference into this Prospectus modifies or supersedes that statement. The modifying or superseding
statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document
that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that
the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission
to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances
in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
part of this Prospectus.
Upon a new annual information form and the related
audited annual financial statements and management’s discussion and analysis being filed by us with the applicable securities regulatory
authorities during the term of this Prospectus, the previous annual information form, the previous audited annual financial statements
and related management’s discussion and analysis, all unaudited interim financial statements and related management’s discussion
and analysis, material change reports and business acquisition reports filed prior to the commencement of our financial year in which
the new annual information form and the related audited annual financial statements and management’s discussion and analysis are
filed shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.
Upon new interim financial statements and related management’s discussion and analysis being filed by us with the applicable securities
regulatory authorities during the term of this Prospectus, all interim financial statements and related management’s discussion
and analysis filed prior to the new interim consolidated financial statements and related management’s discussion and analysis shall
be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon a new
information circular relating to an annual general meeting of holders of Common Shares being filed by us with the applicable securities
regulatory authorities during the term of this Prospectus, the information circular for the preceding annual general meeting of holders
of Common Shares shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities
hereunder.
Any “template version” of any “marketing
materials” (as such terms are defined in National Instrument 41-101) pertaining to a distribution of Securities will be filed under
the Corporation’s profile on SEDAR+ (www.sedarplus.com). In the event that such marketing materials are filed subsequent
to the date of filing of the applicable prospectus supplement pertaining to the distribution of the Securities to which such marketing
materials relates and prior to the termination of such distribution, such filed versions of the marketing materials will be deemed to
be incorporated by reference into the Prospectus for purposes of future offers and sales of Securities hereunder.
One or more Prospectus Supplements containing
the specific variable terms for an issue of the Securities and other information in relation to such Securities will be delivered to purchasers
of such Securities together with this Prospectus, except in cases where an exemption from such delivery requirement has been obtained,
and will be deemed to be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement solely for the purposes
of the offering of the Securities covered by any such Prospectus Supplement.
DOCUMENTS FILED AS PART OF THE REGISTRATION
STATEMENT
The following documents have been or will be filed
with the SEC as part of the registration statement of which this Prospectus forms a part: (i) the documents set out under the heading
“Documents Incorporated by Reference”; (ii) the consent of the Corporation’s auditor; and (iii) the powers
of attorney from the directors and certain officers of the Corporation. A copy of the form of warrant indenture, unit indenture or subscription
receipt agreement, as applicable, will be filed by post-effective amendment or by incorporation by reference to documents filed or furnished
with the SEC under the U.S. Exchange Act.
ADDITIONAL INFORMATION
The Corporation has filed with the SEC a registration
statement on Form F-10 relating to the Securities. This Prospectus, which constitutes a part of the registration statement, does not
contain all of the information contained in the registration statement, certain items of which are contained in the exhibits to the registration
statement as permitted by the rules and regulations of the SEC. See “Documents Filed as Part of the Registration Statement”.
Statements included or incorporated by reference in this Prospectus about the contents of any contract, agreement or other documents
referred to are not necessarily complete, and in each instance you should refer to the exhibits to the registration statement for a more
complete description of the matter involved. The registration statement, and the items of information omitted from this Prospectus but
contained in the registration statement, will be available on EDGAR (www.sec.gov/edgar.shtml). Each time we sell Securities under
the registration statement, we will provide a Prospectus Supplement that will contain specific information about the terms of that offering.
The Prospectus Supplement may also add to, update or change information contained in this Prospectus.
The Corporation is subject to the information
requirements of the U.S. Exchange Act and applicable Canadian securities legislation and, in accordance therewith, files and furnishes
annual and quarterly financial information and material change reports, business acquisition reports and other material with the securities
commission or similar regulatory authority in each of the provinces of Canada and with the SEC. Under MJDS adopted by the United States
and Canada, documents and other information that the Corporation files with the SEC may be prepared in accordance with the disclosure
requirements of Canada, which are different from those of the United States. As a foreign private issuer within the meaning of rules
made under the U.S. Exchange Act, the Corporation is exempt from the rules under the U.S. Exchange Act prescribing the furnishing
and content of proxy statements, and the Corporation’s officers, directors and principal shareholders are exempt from the reporting
and shortswing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. In addition, the Corporation is
not required to publish financial statements as promptly as United States companies.
The Corporation’s reports and other information
filed or furnished with or to the SEC are available from the SEC’s Electronic Document Gathering and Retrieval System, or EDGAR,
at www.sec.gov, as well as from commercial document retrieval services. The Corporation’s Canadian filings are available
electronically under the Corporation’s profile on SEDAR+ (www.sedarplus.com).
THE CORPORATION
Oncolytics Biotech Inc. was incorporated pursuant
to the ABCA on April 2, 1998 as 779738 Alberta Ltd. On April 8, 1998, we amended our articles of incorporation (the “Articles”)
and changed our name to Oncolytics Biotech Inc. On July 29, 1999, we amended our Articles by removing the private company restrictions
included therein and subdivided the 2,222,222 Common Shares issued and outstanding into 6,750,000 Common Shares. On February 9, 2007,
we amended our Articles to permit shareholder meetings to be held at any place in Alberta or at any other location as determined by our
board of directors. On May 22, 2018, we amended our Articles of Incorporation to effect a consolidation of the Common Shares on the basis
of 9.5 pre-consolidation Common Shares for each one post-consolidation Common Share.
We have two material operating subsidiaries: Oncolytics
Biotech (Barbados) Inc. and Oncolytics Biotech (US) Inc., a Delaware corporation. Oncolytics Biotech (Barbados) Inc. is incorporated pursuant
to the laws of Barbados and is a wholly-owned direct subsidiary of the Corporation. Oncolytics Biotech (U.S.) Inc. is incorporated pursuant
to the laws of Delaware and is a wholly-owned direct subsidiary or Oncolytics Biotech (Barbados) Inc.
Our head office and principal place of business
is located at Suite 804, 322 – 11th Avenue S.W., Calgary, Alberta T2R 0C5.
BUSINESS OF THE CORPORATION
General
Since our inception in April of 1998, Oncolytics
Biotech Inc. has been a development-stage company focusing our research and development efforts on pelareorep, an intravenously delivered
immunotherapeutic agent with the potential to treat a variety of cancers. We have not been profitable since our inception and expect to
continue to incur substantial losses as we continue research and development efforts. We do not expect to generate significant revenues
until, if and when, pelareorep becomes commercially viable.
Our potential product for human use is pelareorep,
an unmodified reovirus. This virus is a first-in-class systemically administered immunotherapeutic agent for the treatment of solid tumors
and hematological malignancies.
Further information regarding the business of
the Corporation is contained in the Annual Report under the heading “Item 4 – Information on the Company”, which
document is incorporated by reference in this Prospectus. See “Documents Incorporated by Reference.”
CONSOLIDATED CAPITALIZATION
Since March 31, 2024, the Corporation has issued
an aggregate of 1,566,265 Common Shares pursuant to an equity distribution agreement dated June 17, 2022 with Canaccord Genuity LLC at
prices ranging from US$1.00 to US$1.18 per Common Share, with the weighted average price being US$1.10 per Common Share.
Except as set forth above, there has been no material
change in the share and loan capital of the Corporation on a consolidated basis since March 31, 2024.
USE OF PROCEEDS
The use of proceeds from the issue and sale of
specific Securities pursuant to this Prospectus will be described in the Prospectus Supplement relating to the issuance and sale of such
Securities.
DESCRIPTION OF SHARE CAPITAL
Authorized Capital
Our authorized capital consists of an unlimited
number of Common Shares. The following is a summary of the provisions attached to our Common Shares.
Common Shares
The holders
of our Common Shares are entitled to one vote per share at meetings of shareholders, to receive such dividends as declared by the Board
and to receive our remaining property and assets upon dissolution or wind up. Our Common Shares are not subject to any future call or
assessment and there are no pre-emptive, conversion or redemption rights attached to such shares.
As at the date
hereof, we have 76,986,033 Common Shares issued and outstanding. After giving effect to the exercise of all outstanding options to acquire
Common Shares granted under the Corporation’s stock option plan and the vesting of all outstanding share awards granted under the
Corporation’s share award plan, we would have 84,595,868 Common Shares issued and outstanding.
Common Share Purchase Warrants
As of the date hereof, we have 64,035 Common Share
purchase warrants (the “2019 Warrants”) issued and outstanding. Each 2019 Warrant entitles the holder to purchase one
common share at an exercise price of US$0.90 until August 16, 2024.
As of the date hereof, we have 7,667,050 Common
Share purchase warrants (the “2023 Warrants”) issued and outstanding. Each 2023 Warrant entitles the holder to purchase
one common share at an exercise price of US$2.81 until August 8, 2028.
As of the date hereof, we have 536,693 Common
Share purchase warrants (the “2023 Compensation Warrants”) issued and outstanding. Each 2023 Compensation Warrant entitles
the holder to purchase one common share at an exercise price of US$2.25 until August 8, 2028.
DESCRIPTION OF SUBSCRIPTION RECEIPTS
The following description of the terms of Subscription
Receipts sets forth certain general terms and provisions of Subscription Receipts in respect of which a Prospectus Supplement may be
filed. The particular terms and provisions of Subscription Receipts offered by any Prospectus Supplement, and the extent to which the
general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such
Subscription Receipts.
Subscription Receipts may be offered separately
or in combination with one or more other Securities. The Subscription Receipts will be issued under a subscription receipt agreement
(the “Subscription Receipt Agreement”). A copy of the Subscription Receipt Agreement will be filed by us with
the applicable securities regulatory authorities after it has been entered into by us and will be available electronically under the
Corporation’s profile on SEDAR+ (www.sedarplus.com) and, if applicable, we will file with the SEC via EDGAR (www.sec.gov/edgar.shtml)
as exhibits to the registration statement of which this Prospectus is a part, or will incorporate by reference from a Report of Foreign
Private Issuer on Form 6-K that we file with the SEC, any Subscription Agreement describing the terms and conditions of such Subscription
Receipts that we are offering before the issuance of such Subscription Receipts.
Pursuant to the Subscription Receipt Agreement,
original purchasers of Subscription Receipts will have a contractual right of rescission against the Corporation, following the issuance
of the underlying Common Share or other securities to such purchasers upon the surrender or deemed surrender of the Subscription Receipts,
to receive the amount paid for the Subscription Receipts in the event that this Prospectus or a Prospectus Supplement, and any amendment
thereto, contains a misrepresentation or is not delivered to such purchaser, provided such remedy for rescission is exercised within
180 days from the closing date of the offering of Subscription Receipts.
The description of general terms and provisions
of Subscription Receipts described in any Prospectus Supplement will include, where applicable:
| · | the number of Subscription Receipts offered; |
| · | the price at which the Subscription Receipts will be offered; |
| · | if other than Canadian dollars, the currency or currency unit in which the Subscription Receipts are denominated; |
| · | the procedures for the exchange of the Subscription Receipts into Common Shares or other securities; |
| · | the number of Common Shares or other securities that may be obtained upon exercise of each Subscription
Receipt; |
| · | the designation and terms of any other Securities with which the Subscription Receipts will be offered,
if any, and the number of Subscription Receipts that will be offered with each Security; |
| · | the terms applicable to the gross proceeds from the sale of the Subscription Receipts plus any interest
earned thereon; |
| · | the material Canadian tax consequences of owning such Subscription Receipts; and |
| · | any other material terms, conditions and rights (or limitations on such rights) of the Subscription Receipts. |
We reserve the right to set forth in a Prospectus
Supplement specific terms of the Subscription Receipts that are not within the options and parameters set forth in this Prospectus. In
addition, to the extent that any particular terms of the Subscription Receipts described in a Prospectus Supplement differ from any of
the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded
by the description of such differing terms set forth in such Prospectus Supplement.
DESCRIPTION OF WARRANTS
The following description of the terms of Warrants
sets forth certain general terms and provisions of Warrants in respect of which a Prospectus Supplement may be filed. The particular terms
and provisions of Warrants offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below
may apply thereto, will be described in the Prospectus Supplement filed in respect of such Warrants. Warrants may be offered separately
or in combination with one or more other Securities. If applicable, we will file with the SEC as exhibits to the registration statement
of which this Prospectus is a part, or will incorporate by reference from a current report on Form 6-K that we file with the SEC, any
warrant indenture or form of warrant describing the terms and conditions of such Warrants that we are offering before the issuance of
such Warrants.
The description of general terms and provisions
of Warrants described in any Prospectus Supplement will include, where applicable:
| · | the designation and aggregate number of Warrants offered; |
| · | the price at which the Warrants will be offered; |
| · | if other than Canadian dollars, the currency or currency unit in which the Warrants are denominated; |
| · | the designation and terms of the Common Shares that may be acquired upon exercise of the Warrants; |
| · | the date on which the right to exercise the Warrants will commence and the date on which the right will
expire; |
| · | the number of Common Shares that may be purchased upon exercise of each Warrant and the price at which
and currency or currencies in which that amount of securities may be purchased upon exercise of each Warrant; |
| · | the designation and terms of any Securities with which the Warrants will be offered, if any, and the number
of the Warrants that will be offered with each Security; |
| · | the date or dates, if any, on or after which the Warrants and the related Securities will be transferable
separately; |
| · | the minimum or maximum amount, if any, of Warrants that may be exercised at any one time; |
| · | whether the Warrants will be subject to redemption or call, and, if so, the terms of such redemption or
call provisions; and |
| · | any other material terms, conditions and rights (or limitations on such rights) of the Warrants. |
We reserve the right to set forth in a Prospectus
Supplement specific terms of the Warrants that are not within the options and parameters set forth in this Prospectus. In addition, to
the extent that any particular terms of the Warrants described in a Prospectus Supplement differ from any of the terms described in this
Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such
differing terms set forth in such Prospectus Supplement.
DESCRIPTION OF UNITS
We may issue Units comprised of one or more of
the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also
the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each
included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities comprising the Unit may not
be held or transferred separately, at any time or at any time before a specified date. If applicable, we will file with the SEC as exhibits
to the registration statement of which this Prospectus is a part, or will incorporate by reference from a current report on Form 6-K that
we file with the SEC, any unit agreement describing the terms and conditions of such Units that we are offering before the issuance of
such Units.
The particular terms and provisions of Units offered
by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described
in the Prospectus Supplement filed in respect of such Units.
The particular terms of each issue of Units will
be described in the related Prospectus Supplement. This description will include, where applicable:
| · | the designation and aggregate number of Units offered; |
| · | the price at which the Units will be offered; |
| · | if other than Canadian dollars, the currency or currency unit in which the Units are denominated; |
| · | the terms of the Units and of the Securities comprising the Units, including whether and under what circumstances
those securities may be held or transferred separately; |
| · | any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities
comprising the Units; and |
| · | any other material terms, conditions and rights (or limitations on such rights) of the Units. |
We reserve the right to set forth in a Prospectus
Supplement specific terms of the Units that are not within the options and parameters set forth in this Prospectus. In addition, to the
extent that any particular terms of the Units described in a Prospectus Supplement differ from any of the terms described in this Prospectus,
the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing
terms set forth in such Prospectus Supplement with respect to such Units.
PLAN OF DISTRIBUTION
We may sell the Securities to or through one or
more underwriters or dealers purchasing as principals and we may also sell the Securities to one or more purchasers directly, through
applicable statutory exemptions, or through one or more agents designated from time to time. The Securities may be sold from time to time
in one or more transactions at fixed prices or not at fixed prices, such as market prices prevailing at the time of sale, prices related
to such prevailing market prices or prices to be negotiated with purchasers, which prices may vary as between purchasers and during the
period of distribution of the Securities. The Prospectus Supplement relating to a particular offering and sale of Securities will identify
each underwriter, dealer or agent engaged in connection with the offering and sale of such Securities, as well as the method of distribution
and the terms of the offering and sale of such Securities, including the initial offering price (in the event the offering is a fixed
price distribution), the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution), the
net proceeds to us and, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents
and any other material terms. Only underwriters so named in the Prospectus Supplement are deemed to be underwriters in connection with
the Securities offered and sold thereby.
If the underwriters purchase Securities from us
as principal, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of
sale, at market prices prevailing at the time of sale or at prices related to such prevailing market prices. The obligations of the underwriters
to purchase such Securities as principal will be subject to certain conditions precedent, and the underwriters will be obligated to purchase
all the Securities offered and sold by the Prospectus Supplement if any of such Securities are purchased. Any public offering price and
any discounts or concessions allowed or re-allowed or paid to underwriters, dealers or agents may be changed from time to time.
The Securities may be sold from time to time in
one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The prices at which the Securities may be offered may vary as between
purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters
have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement,
the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial
public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased
by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid to us by the underwriters.
Any such reduction to the public offering price will not affect the net proceeds received by the Corporation.
The Securities may also be sold directly by us,
pursuant to applicable statutory exemptions, at such prices and upon such terms as agreed to by us and the purchaser or through one or
more agents designated by us from time to time. Any agent involved in the offering and sale of the Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by us to such agent will be set forth, in the Prospectus Supplement.
Unless otherwise indicated in the Prospectus Supplement, any agent would be acting on a best efforts basis for the period of its appointment.
We may agree to pay the underwriters a commission
for various services relating to the issue and sale of any Securities offered hereby. Any such commission will be paid out of our general
funds. Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered
into with us to indemnification by us against certain liabilities under securities legislation, or to contribution with respect to payments
which such underwriters, dealers or agents may be required to make in respect thereof.
Any offering of Subscription Receipts, Warrants
or Units will be a new issue of securities with no established trading market. Unless otherwise specified in the applicable Prospectus
Supplement, the Subscription Receipts, Warrants or Units will not be listed on any securities exchange. Certain dealers may make a market
in these Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance
can be given that any dealer will make a market in these Securities or as to the liquidity of the trading market, if any, for these Securities.
See “Risk Factors”.
Unless otherwise specified in a Prospectus Supplement,
in connection with any offering of the Securities, the underwriters or agents may over-allot or effect transactions which stabilize or
maintain the market price of the Securities offered at a higher level than that which might exist in the open market. Such transactions,
if commenced, may be interrupted or discontinued at any time.
PRIOR SALES
Information regarding prior sales of Securities
will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.
TRADING PRICE AND VOLUME
Information regarding trading price and volume
of the Securities will be provided as required for all of the Corporation’s issued and outstanding Securities that are listed on
any securities exchange, as applicable, in each Prospectus Supplement.
CERTAIN INCOME TAX CONSIDERATIONS
The applicable Prospectus Supplement may describe
certain Canadian federal income tax consequences which may be applicable to a purchaser of Securities offered thereunder, and may also
include a discussion of certain United States federal income tax consequences to the extent applicable.
LEGAL MATTERS AND INTEREST OF EXPERTS
Unless otherwise specified in the Prospectus Supplement
relating to an offering and sale of Securities, certain legal matters relating to such offering and sale of Securities will be passed
upon on behalf of the Corporation by McCarthy Tétrault LLP with respect to matters of Canadian law and Dorsey & Whitney LLP,
with respect to matters of U.S. law. In addition, certain legal matters in connection with an offering and sale of Securities will be
passed upon for any underwriters, dealers or agents by counsel to be designated at the time of such offering and sale by such underwriters,
dealers or agents with respect to matters of Canadian and, if applicable, United States or other foreign law.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of the Corporation are Ernst &
Young LLP, Chartered Professional Accountants, Calgary City Centre, 2200, 215 – 2nd Street S.W., Calgary, Alberta, T2P
1M4. Ernst & Young LLP, are independent with respect to the Corporation in the context of the Rules of Professional Conduct of the
Chartered Professional Accountants of Alberta and in compliance with Rule 3520 of the Public Company Accounting Oversight Board.
The transfer agent and registrar for the Common
Shares is TSX Trust Company at its principal offices located in Toronto, Ontario.
ENFORCEABILITY OF CIVIL LIABILITIES AGAINST
NON-U.S. PERSONS
The Corporation is a corporation existing under
the Business Corporations Act (Alberta). Most of the Corporation’s directors and officers, and some or all of the experts
named in this Prospectus, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their
assets, and substantially all of the Corporation’s assets, are located outside the United States. The Corporation has appointed
an agent for service of process in the United States, but it may be difficult for holders of Securities who reside in the United States
to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may
also be difficult for holders of Securities who reside in the United States to realize in the United States upon judgments of courts of
the United States predicated upon the Corporation’s civil liability and the civil liability of its directors, officers and experts
under the United States federal securities laws.
The Corporation filed with the SEC, concurrently
with its registration statement on Form F-10 of which this Prospectus is a part, an appointment of agent for service of process on
Form F-X. Under the Form F-X, the Corporation appointed DL Services Inc. as its agent for service of process in the United
States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against
or involving the Corporation in a United States court arising out of or related to or concerning the offering of the Securities under
this Prospectus.
AGENT FOR SERVICE OF PROCESS
Messrs. Wayne Pisano and Jonathan Rigby, Ms. Patricia
Andrews and Dr. Bernd R. Seizinger are directors of the Corporation who reside outside of Canada. Messrs. Pisano and Rigby, Ms. Andrews
and Dr. Seizinger have appointed the Corporation, at its principal place of business, as agent for service of process. Purchasers are
advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada,
even if the party has appointed an agent for service of process.
Oncolytics Biotech (NASDAQ:ONCY)
過去 株価チャート
から 8 2024 まで 9 2024
Oncolytics Biotech (NASDAQ:ONCY)
過去 株価チャート
から 9 2023 まで 9 2024