ONCY · Oncolytics Biotech Inc.

Oncolytics Biotech Inc. has successfully completed its previously announced corporate reorganization, changing its jurisdiction of incorporation from Alberta, Canada, to Nevada, United States, effective March 31, 2026. This transition involved continuing the entity through British Columbia before domesticating in Nevada. The move aligns the Company's corporate structure with its operational reality, as management noted that most investors, management, and capital markets activity are U.S.-based. The San Diego office will serve as the new headquarters, while the Calgary office will be retained. The Company expects benefits including greater operational efficiency, a streamlined regulatory structure, and improved access to U.S. capital markets.

In conjunction with the domestication, the Board implemented significant governance changes through new Articles of Incorporation and Bylaws. These provisions notably strengthen the Board's control, including the elimination of stockholder action by written consent, the ability to issue 'blank check' preferred stock, and requiring a supermajority two-thirds vote for stockholders to amend bylaws or remove directors. These anti-takeover provisions could limit stockholder rights and make a change of control more difficult.

Simultaneously, the Board adopted the 2026 Incentive Award Plan, replacing the prior stock option and incentive share award plans for new grants. The plan authorizes 6.5 million shares initially, supplemented by an 'evergreen' provision allowing for annual increases of up to 6% of outstanding shares through 2036. Additionally, the Company entered into indemnification agreements with all executive officers and directors, providing for the advancement of expenses and indemnification for claims arising from their service.