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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of
December
Commission File Number 000-31062
Oncolytics Biotech Inc.
(Translation of registrant’s name into
English)
Suite 210, 1167 Kensington Crescent NW
Calgary, Alberta, Canada T2N 1X7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant’s “home country”), or under the rules of the home
country exchange on which the registrant’s securities are traded, as long as
the report or other document is not a press release, is not required to be and
has not been distributed to the registrant’s security holders, and, if
discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
If “Yes” is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Oncolytics
Biotech Inc.
(Registrant) |
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| Date December 29, 2005 |
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By: |
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/s/ Brad Thompson
Brad Thompson
President and CEO |
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210, 1167 Kensington Cr. N.W.
Calgary, Alberta
Canada T2N 1X7 |
FOR IMMEDIATE RELEASE
Oncolytics Biotech Inc. Closes $16.48 Million Private Placement
CALGARY, AB, — December 29, 2005 - Oncolytics Biotech Inc. (“Oncolytics”) (TSX:ONC, NASDAQ:ONCY)
announced today that it has closed its previously announced private placement. Oncolytics issued
3,200,000 common shares and 1,600,000 common share purchase warrants for gross proceeds of
$16,480,000. Each whole common share purchase warrant entitles the holder to acquire, on or before
December 29, 2008, one common share of Oncolytics upon payment of $6.15 per warrant. All of the
securities issued in connection with this private placement are subject to a four-month hold
provision.
An agent retained by Oncolytics received a commission of 6.25% of the gross proceeds and was issued
320,000 common share purchase warrants. Each common share purchase warrant entitles the holder to
acquire, on or before December 29, 2008, one common share of Oncolytics upon payment of $5.65 per
warrant.
The net proceeds from this financing are expected to be used to support the initiation of the
company’s Phase II clinical trial program and for general corporate purposes. The Phase II
clinical trial program will potentially include combination chemotherapy/REOLYSIN® trials in
colorectal, prostate, pancreatic and non-small cell lung cancer and combination radiation/REOLYSIN®
trials in a number of tumour types. The cancer indications chosen take into account the activity of
REOLYSIN® observed in completed and ongoing clinical trials, and in in vitro and in vivo
experiments by third parties investigating the activity of REOLYSIN® in combination with various
chemotherapeutic agents.
After giving effect to this transaction, Oncolytics has 36,236,748 common shares issued and
outstanding.
The securities to be issued by Oncolytics have not and will not be registered under the United
States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of
the United States, and may not be offered or sold in the United States absent registration or an
applicable exemption therefrom under the 1933 Act and the securities laws of all applicable states.
This press release is not an offer of securities in the United States.
About Oncolytics Biotech Inc.
Oncolytics is a Calgary-based biotechnology company focused on the development of REOLYSIN®, its
proprietary formulation of the human reovirus, as a potential cancer therapeutic. Oncolytics’
researchers have demonstrated that the reovirus is able to selectively kill cancer cells and, in
vitro, kill human cancer cells that are derived from many types of cancer
including breast, bladder, prostate, pancreatic and brain tumours, and have also demonstrated
successful cancer treatment results in a number of animal models. Previous Phase I clinical trial
results have indicated that REOLYSIN® was well tolerated and that the reovirus demonstrated
activity in tumours injected with REOLYSIN®.
This press release contains forward-looking statements, within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended. Forward-looking statements, including the
Company’s expectations related to the placement of the units, as to progress in the clinical trial
program and the Company’s belief as to the potential of REOLYSIN® as a cancer therapeutic, involve
known and unknown risks and uncertainties, which could cause the Company’s actual results to differ
materially from those in the forward-looking statements. Such risks and uncertainties include,
among others, ability of the Company to complete the private placement on the terms set forth in
its agreements, the use of proceeds, the Company’s ability to obtain regulatory approval for the
offering, the availability of funds and resources to pursue Research and Development projects, the
efficacy of REOLYSIN® as a cancer treatment, the success and timely completion of clinical studies
and trials, the Company’s ability to successfully commercialize REOLYSIN®, uncertainties related to
the research and development of pharmaceuticals, uncertainties related to the regulatory process
and general changes to the economic environment. Investors should consult the Company’s quarterly
and annual filings with the Canadian and U.S. securities commissions for additional information on
risks and uncertainties relating to the forward looking statements. Investors are cautioned against
placing undue reliance on forward-looking statements. The Company does not undertake to update
these forward-looking statements.
FOR FURTHER INFORMATION PLEASE CONTACT:
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Oncolytics Biotech Inc.
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The Equicom Group |
Doug Ball, CFO
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Nick Hurst |
210, 1167 Kensington Cr NW
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20 Toronto Street |
Calgary, Alberta T2N 1X7
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Toronto, Ontario M5C 2B8 |
Tel: 403.670.7377
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Tel: 416.815.0700 ext.226 |
Fax: 403.283.0858
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Fax: 416.815.0080 |
www.oncolyticsbiotech.com
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nhurst@equicomgroup.com |
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The Investor Relations Group
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RenMark Financial Communications |
John Nesbett or Damian McIntosh
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John Boidman |
11 Stone St, 3rd Floor
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2080 Rene Levesque Blvd. W. |
New York, NY 10004
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Montreal, PQ H3H 1R6 |
Tel: 212.825.3210
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Tel: 514.939.3989 |
Fax: 212.825.3229
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Fax: 514.939.3717 |
dmcintosh@investorrelationsgroup.com
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jboidman@renmarkfinancial.com |
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
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