ONCOLYTICS BIOTECH INC 8-K

What Happened
On April 1, 2026, Oncolytics Biotech Inc. filed an 8-K reporting completion of its domestication (change of legal domicile) to Nevada and related governance changes. The company filed Articles of Domestication and Articles of Incorporation, adopted new Bylaws, entered into indemnification and advancement agreements for its directors and executive officers, and adopted the Oncolytics Biotech Inc. 2026 Incentive Award Plan. The company also issued a press release about the domestication and supplemented risk factors in its March 30, 2026 Form 10-K to reflect governance and legal changes under Nevada law.

Key Details

• The 2026 Incentive Award Plan initial share reserve is 6,500,000 shares, plus (a) any shares remaining available under the company’s prior plans, (b) forfeited/lapsed shares from prior plans, and (c) an annual increase (Jan 1, 2027–Jan 1, 2036) equal to the lesser of 6% of outstanding shares or a smaller number set by the Board. No new awards may be granted under the prior plans after the Effective Date; existing awards under prior plans remain in effect.
• The company executed form indemnification and advancement agreements for each director and executive officer to provide indemnity and advancement of expenses for claims arising from their service (Exhibit 10.1).
• The Articles and Bylaws place the company under Nevada law and include provisions that may limit stockholder remedies and change governance, including authorization for “blank check” preferred stock and broad director/officer indemnification.
• The Bylaws designate the Eighth Judicial District Court of Clark County, Nevada (or other Nevada courts) as the exclusive forum for certain internal corporate claims and U.S. federal district courts as the exclusive forum for Securities Act claims. The company supplemented its risk factors to describe these and other governance changes.

Why It Matters
For investors, the domestication and new governing documents change the legal framework for corporate governance and shareholder rights. Nevada law and the company’s Articles/Bylaws expand director/officer indemnification and include forum-selection and anti-takeover features (e.g., board authority to issue preferred stock, two‑thirds vote requirements, limits on written consents and special meetings) that may make shareholder challenges or changes in control more difficult. The new 2026 Incentive Award Plan creates a measurable pool of potential equity dilution (initially 6.5 million shares plus additions), so shareholders should monitor future equity grants and their effect on outstanding share count. The supplemental risk factors in the company’s 10-K update these points for shareholders.