As filed with the Securities and Exchange Commission on July 25, 2014

Registration Statement No. 333- 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

 

 

 

 

ONCOLYTICS BIOTECH INC.

(Exact name of Registrant as specified in its charter)

 

 

Alberta		2834		Not Applicable
(Province or other jurisdiction of incorporation or organization )		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

 

Suite #210, 1167 Kensington Crescent N.W. 

Calgary, Alberta

Canada T2N 1X7

(403) 670-7377

(Address and Telephone number of Registrant’s Principal Executive Offices)

 

 

C T Corporation System

111 Eighth Avenue,

New York, NY 10011, U.S.A.

(212) 590-9070

(Name, Address (including zip code) and Telephone Number (including Area Code) of Agent for Service in the United States)

 

 

Copies to:

Kenneth G. Sam, Esq. Jason K. Brenkert, Esq. Dorsey & Whitney LLP 1400 Wewatta Street, Suite 400 Denver, CO 80202-5549

Kirk Look Suite #210, 1167 Kensington Crescent N.W. Calgary, Alberta Canada T2N 1X7 (403) 670-7377

 

 

Approximate date of proposed sale to the public:

From time to time after the effective date of this registration statement.

 

 

Province of Alberta, Canada

(Principal jurisdiction regulating this offering)

 

 

 

 

It is proposed that this filing shall become effective (check appropriate box):

 

A.		¨	Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.		x	At some future date (check the appropriate box below):

 

	1.		¨	pursuant to Rule 467(b) on __(date) at___(time) (designate a time not  sooner than 7 calendar days after filing).
	2.		¨	pursuant to Rule 467(b) on __(date) at ___(time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ___(date).
	3.		¨	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
	4.		x	after the filing of the next amendment to this Form (if preliminary material is being filed).

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. x

 

CALCULATION OF REGISTRATION FEE

Title of each class of

Proposed maximum

Amount of

securities to be registered

aggregate offering price (1) (2)

registration fee

Common Shares, Subscription Receipts, Warrants, and Units(3)

U.S.$139,650,000

U.S.$17,987

TOTAL

U.S.$139,650,000

U.S.$17,987

(1)

Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities listed and, therefore, the table does not specify by each class information as to the amount to be registered or the proposed maximum offer price per security.  The proposed maximum initial offering price per security will be determined, from time to time, by the Registrant.  In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this Registration Statement exceed U.S.$139,650,000.

(2)

Determined based on the proposed maximum aggregate offering price in Canadian dollars of Cdn$150,000,000 converted into U.S. dollars based on the noon rate of exchange on July 23, 2014, as reported by the Bank of Canada, for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 equals U.S.$0.931.

(3)

Subject to footnote (1), there are being registered hereunder an indeterminate number of Common Shares, Warrants to Purchase Common Shares or Subscription Receipts, Subscription Receipts which entitle the holder to receive upon satisfaction of certain release conditions, for no additional consideration, Common Shares, Warrants or any combination thereof, or Units consisting of two or more of the foregoing or any combination thereof, as may be sold from time to time by the Registrant.  There are also being registered hereunder an indeterminate number of Common Shares as may be issuable upon exercise of Warrants to Purchase Common Shares or as part of Subscription Receipts or Units and such indeterminate number of Common Shares as may be issuable pursuant to anti-dilution or other similar adjustment provisions in the Warrants or Subscription Receipts.

 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the Securities Act, or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

PART I

 

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

 

 

 

SUBJECT TO COMPLETION, DATED JULY 25, 2014

 

PRELIMINARY BASE SHELF PROSPECTUS

 

 

Cdn.$150,000,000

 

Common Shares
Subscription Receipts
Warrants
Units

 

______________

 

We may from time to time during the 25-month period that this prospectus (the “Prospectus”), including any amendments, remains valid, sell under this Prospectus up to Cdn. $150,000,000 (or the equivalent in other currencies or currency units) in one or more offerings, aggregate initial offering price of our common shares (“Common Shares”), subscription receipts (“Subscription Receipts”), warrants to purchase Common Shares (“Warrants”) and/or units comprised of one or more of the other securities described in this Prospectus in any combination, (“Units” and, together with the Common Shares, Subscription Receipts and Warrants, the “Securities”). We may offer Securities in such amounts and, in the case of the Subscription Receipts, Warrants and Units, with such terms, as we may determine in light of market conditions. We may sell the Subscription Receipts and Warrants in one or more series.

 

Prospective purchasers should note that we are a development stage entity and that an investment in the Securities should be considered highly speculative due to various risk factors listed under the heading “Risk Factors” on pages 8 to 17 of the Corporation’s AIF (as defined herein). Prospective investors should carefully review these risk factors prior to investing in the Securities of the Corporation. In particular, prospective purchasers should note the following risks namely, all of our potential products, including REOLYSIN®, are in the research and development stage and will require further development and testing before they can be marketed commercially; any failure or delay in clinical trials for our products, including REOLYSIN®, may cause us to incur additional costs or delay or prevent the commercialization of our products and could severely harm our business; pharmaceutical products are subject to intense regulatory approval processes; we have limited manufacturing experience and intend to rely on third parties to commercially manufacture our products, if and when developed; and we have no operating revenues and a history of losses. For detailed description of “Risk Factors” see page 9 of this Prospectus.

 

The specific variable terms of any offering of Securities will be set forth in a supplement to this Prospectus relating to such Securities (each, a “Prospectus Supplement”) including where applicable: (i) in the case of the Common Shares, the number of Common Shares offered, the currency (which may be Canadian dollars or any other currency), the issue price and any other specific terms; (ii) in the case of Subscription Receipts, the number of Subscription Receipts offered, the currency (which may be Canadian dollars or any other currency), the issue price, the terms and procedures for the exchange of the Subscription Receipts and any other specific terms; (iii) in the case of Warrants, the designation, the number of Warrants offered, the currency (which may be Canadian dollars or any other currency), number of Common Shares that may be acquired upon exercise of the Warrants, the exercise price, dates and periods of exercise, adjustment procedures and any other specific terms; and (iv) in the case of Units, the designation, the number of Units offered, the offering price, the currency (which may be Canadian dollars or any other currency), terms of the Units and of the securities comprising the Units and any other specific terms.

 

We are permitted, as a foreign issuer in the United States, under a multi-jurisdictional disclosure system adopted by the United States and Canada (“MJDS”), to prepare this Prospectus in accordance with Canadian disclosure requirements. You should be aware that such requirements are different from those of the United States. We have prepared our financial statements incorporated herein by reference in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and adopted by the Accounting Standards Board of Canada and they are subject to Canadian auditing 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. Therefore, they may not be comparable to the financial statements of United States companies.

 

 

You should be aware that the purchase of the Securities described herein may have tax consequences both in the United States and Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein. You should read the tax discussion contained in the applicable Prospectus Supplement with respect to a particular offering of securities. See “Certain Income Tax Considerations” at page 14 of this Prospectus.

 

Your ability to enforce civil liabilities under United States federal securities laws may be affected adversely by the fact that we are incorporated under the laws of Canada, the majority of our officers and directors and some of the experts named in this Prospectus are residents of Canada, and a substantial portion of our assets and the assets of said persons are located outside the United States. See “Enforceability of Civil Liabilities” at page 6 of this Prospectus.

 

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY, OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

 

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. You should read this Prospectus and any applicable Prospectus Supplement before you invest in the Securities.

 

Our outstanding securities 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”. Unless otherwise specified in any applicable Prospectus Supplement, the Subscription Receipts, Warrants and Units will not be listed on any securities exchange. 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. See the “Risk Factors” section of the applicable Prospectus Supplement.

 

We may sell the Securities to or through underwriters, dealers, placement agents or other intermediaries or directly to purchasers or through agents. See detailed discussion on “Plan of Distribution” at page 13 of this Prospectus. The Prospectus Supplement relating to a particular offering of Securities will identify each person who may be deemed to be an underwriter with respect to such offering and will set forth the terms of the offering of such Securities, including, to the extent applicable, the initial public offering price, the proceeds that we will receive, the underwriting discounts or commissions and any other discounts or concessions to be allowed or re-allowed to dealers. The lead underwriter or underwriters with respect to Securities sold to or through underwriters, if any, will be named in the related Prospectus Supplement.

 

Subject to applicable securities legislation, in connection with any offering of Securities under this Prospectus, the underwriters, if any, may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. These transactions, if commenced, may be discontinued at any time.

 

You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus. No underwriters have 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 210, 1167 Kensington Crescent N.W., Calgary, Alberta, T2N 1X7. Our registered office is located at 3700, 400 – 3^rd Avenue S.W., Calgary, Alberta, T2P 4H2.

 

TABLE OF CONTENTS

 

Page

 

ABOUT THIS PROSPECTUS AND OTHER MATTERS	4
SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS	4
ENFORCEABILITY OF CIVIL LIABILITIES	6
THE CORPORATION	7
OUR BUSINESS	8
CONSOLIDATED CAPITALIZATION	9
USE OF PROCEEDS	9
RISK FACTORS	9
DESCRIPTION OF SHARE CAPITAL	9
PRIOR SALES	10
TRADING PRICE AND VOLUME	11
DESCRIPTION OF SUBSCRIPTION RECEIPTS	11
DESCRIPTION OF WARRANTS	12
DESCRIPTION OF UNITS	13
PLAN OF DISTRIBUTION	13
CERTAIN INCOME TAX CONSIDERATIONS	14
LEGAL MATTERS	14
AUDITOR	15
REGISTRAR AND TRANSFER AGENT	15
DOCUMENTS INCORPORATED BY REFERENCE	15
WHERE YOU CAN FIND ADDITIONAL INFORMATION	16
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	17

 

 

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.

 

In this Prospectus and in any Prospectus Supplement, unless otherwise specified or the context otherwise requires, all references to “dollars”, “Cdn.$” or “$” are to Canadian dollars and all references to “US$” are to United States dollars.

 

Unless otherwise indicated, all financial information included and incorporated by reference in this Prospectus and any Prospectus Supplement is determined using International Financial Reporting Standards as issued by the International Accounting Standards Board and adopted by the Accounting Standards Board of Canada (“IFRS”). Our financial statements incorporated by reference in this Prospectus and any Prospectus Supplement and in the documents incorporated by reference herein and therein may not be comparable to financial statements prepared in accordance with United States generally accepted accounting principles.

 

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 provide 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. You should not assume that the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement is accurate as of any date other than the date of the applicable document.

 

SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS

 

This Prospectus contains 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 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 products, including REOLYSIN®, being in the research and development stage and requiring further development and testing before they can be marketed commercially;

 

·

risks inherent in pharmaceutical research and development;

 

·

risks related to timing and possible delays in our clinical trials;

 

·

risks related to some of our clinical trials being conducted in, and subject to the laws of foreign countries;

 

·

risks related to our pharmaceutical products being subject to intense regulatory approval processes in the United States and other foreign jurisdictions;

 

 

·

risks related to being subject to government manufacturing and testing regulations;

 

·

risks related to the extremely competitive biotechnology industry and our competition with larger companies with greater resources;

 

·

risks related to our reliance on patents and proprietary rights to protect our technology;

 

·

risks related to potential products liability claims;

 

·

risks related to our limited manufacturing experience and reliance on third parties to commercially manufacture our products, if and when developed;

 

·

risks related to our new products not being accepted by the medical community or consumers;

 

·

risks related to our technologies becoming obsolete;

 

·

risks related to our dependence on third party relationships for research and clinical trials;

 

·

risks related to our lack of operating revenues and history of losses;

 

·

uncertainty regarding our ability to obtain third-party reimbursement for the costs of our product;

 

·

risks related to other third-party arrangements;

 

·

risks related to our ability to obtain additional financing to fund future research and development of our products and to meet ongoing capital requirements;

 

·

risks related to potential increases in the cost of director and officer liability insurance;

 

·

risks related to our dependence on key employees and collaborators;

 

·

risks related to Barbados law;

 

·

risks related to the effect of changes in the law on our corporate structure;

 

·

risks related to expenses in foreign currencies and our exposure to foreign currency exchange rate fluctuations;

 

·

risks related to our compliance with the Sarbanes-Oxley Act of 2002, as amended;

 

·

risks related to our status as a foreign private issuer;

 

·

risks related to possible “passive foreign investment company” status;

 

·

risks related to fluctuations in interest rates; and

 

·

risks related to our common shares.

 

This list is not exhaustive of the factors that may affect any of the Company’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 AIF (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 Canadian and U.S. securities commissions for additional information on risks and uncertainties relating to forward-looking statements. We do not assume responsibility for the accuracy and completeness of these statements.

 

 

Forward-looking statements are based on our beliefs, opinions and expectations at the time they are made, and we do not assume any obligation to update our forward-looking statements if those beliefs, opinions, or expectations, or other circumstances, should change, except as required by applicable law.

 

Prospective investors should carefully consider the information contained under the heading “Risk Factors” in our AIF and all other information included in or incorporated by reference in this Prospectus before making investment decisions with regard to our Securities.

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

We are a corporation incorporated under the Business Corporations Act (Alberta) (the “ABCA”). The majority of our officers and directors and some 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 a substantial portion of our assets, are located outside the United States. We have 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 our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws. We have been advised by our Canadian counsel, McCarthy Tétrault LLP, that a judgment of a United States court predicated solely upon civil liability under United States federal securities laws, would probably be enforceable in Canada if, the United States court in which the judgment was obtained, has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. We have also been advised by McCarthy Tétrault LLP, however, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon United States federal securities laws.

 

We filed with the SEC, concurrently with our registration statement on Form F-10, an appointment of agent for service of process on Form F-X. Under the Form F-X, we appointed CT Corporation System as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC or similar authorities in United States, and any civil suit or action brought against or involving us in a United States court arising out of or related to or concerning the offering of the Securities under this Prospectus.

 

 

 

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 further amended our Articles by removing the private company restrictions included therein and subdivided our 2,222,222 Common Shares issued and outstanding into 6,750,000 Common Shares. On February 9, 2007, we further 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 (the “Board”).

 

Our head office and principal place of business is located at 210, 1167 Kensington Crescent N.W., Calgary, Alberta, T2N 1X7. Our registered office is located at 3300, 421 - 7^th Avenue S.W., Calgary, Alberta, T2P 4K9.

 

We have two direct wholly-owned subsidiaries, namely:

 

(a)

Oncolytics Biotech (Barbados) Inc., which is incorporated pursuant to the laws of Barbados; and

 

(b)

Valens Pharma Ltd., which is incorporated pursuant to the laws of the Province of Alberta.

 

We also have two indirect wholly-owned subsidiaries, namely:

 

(c)

Oncolytics Biotech (U.S.), Inc., which is incorporated pursuant to the laws of Delaware; and

 

(d)

Oncolytics Biotech (U.K.) Ltd., which is incorporated pursuant to the laws of England and Wales.

 

Both Oncolytics Biotech (U.S.), Inc. and Oncolytics Biotech (U.K.) Ltd. are wholly-owned direct subsidiaries of Oncolytics Biotech (Barbados) Inc.

 

The following schematic illustrates our corporate structure:

 

 

OUR BUSINESS

 

We focus on the discovery and development of oncolytic viruses for the treatment of cancers that have not been successfully treated with conventional therapeutics. Recent scientific advances in oncology, virology, and molecular biology have created opportunities for new approaches to the treatment of cancer. The product we are presently developing may represent a novel treatment for Ras-mediated cancers. The product may prove useful as an alternative to existing cytotoxic or cytostatic therapies, or as an adjuvant therapy to conventional chemotherapy, radiation therapy, or surgical resections. It could also potentially be used to treat certain cellular proliferative disorders for which no current therapy exists.

 

Our technologies are based primarily on discoveries made in the Department of Microbiology and Infectious Diseases at the University of Calgary in the 1990s. Oncolytics was formed in 1998 to explore the natural oncolytic capability of the reovirus, a virus that preferentially replicates in cells with an activated Ras pathway.

 

The lead product being developed by us may represent a novel treatment for certain tumour types and some cellular proliferative disorders. This lead product is a virus that is able to replicate specifically in, and hence kill, certain tumour cells both in tissue culture as well as in a number of animal models without damaging normal cells.

 

Our potential product for human use, REOLYSIN®, is developed from the reovirus. This virus has been demonstrated to replicate specifically in tumour cells bearing an activated Ras pathway. Activating mutations of Ras occur in approximately 30% of all human tumours directly, but considering its central role in signal transduction, activation of the Ras pathway has been shown to play a role in approximately two-thirds of all tumours.

 

The functionality of the product is based upon the finding that tumours bearing an activated Ras pathway are deficient in their ability to activate the anti-viral response mediated by the host cellular protein, PKR. Since PKR is responsible for preventing reovirus replication, tumour cells lacking the activity of PKR are susceptible to reovirus infections. As normal cells do not possess Ras activations, these cells are able to thwart reovirus infections by the activity of PKR. In a tumour cell with an activated Ras pathway, reovirus is able to freely replicate and hence kill the host tumour cell. The result of this replication is progeny viruses that are then free to infect surrounding cancer cells. This cycle of infection, replication and cell death is believed to be repeated until there are no longer any tumour cells carrying an activated Ras pathway available.

 

The following schematic illustrates the molecular basis of how we believe the reovirus may kill certain cancer cells:

 

 

For both non-cancer cells and cancer cells with an activated Ras pathway, virus binding, entry, and production of viral genes all proceed normally. In the case of normal cells however, the viral genes cause the activation of the anti-viral response that is mediated by the host cell’s PKR, thus blocking the replication of the reovirus. In cells with an activated Ras pathway, the activation of PKR is prevented or reversed by an element of the Ras signal transduction pathway, thereby allowing the replication of the reovirus in these cancer cells. The end result of this replication is the death of the cancer cell. The action of the Ras pathway in allowing reovirus replication to ensue can be mimicked in non-cancerous cells by treating these cells with the chemical 2-aminopurine (2-AP) which prevents the activation of PKR.

 

  

CONSOLIDATED CAPITALIZATION

 

Except as otherwise described below and under the heading “Prior Sales”, there has been no material change in the share and loan capital of the Corporation on a consolidated basis since March 31, 2014, the date of the Corporation’s most recently filed unaudited interim consolidated financial statements.

 

USE OF PROCEEDS

 

Unless otherwise indicated in an applicable Prospectus Supplement relating to an offering of Securities, our present intention is to use the net proceeds we receive from the sale of Securities to fund our core activities. Our key focus is on the progression of our clinical trial program which includes the trials currently underway or which may commence during the period that this Prospectus is valid. The determination of the size of such trials, their geographic locations, and the disease indications being tested are continually assessed and may change as further information is received.

 

Funding for our manufacturing program also remains an important activity, as sufficient capacity to produce and provide GMP (good manufacturing practice) compliant product is required if we are successful in our clinical program and our product is approved for commercial sale.

 

Continually developing our intellectual property portfolio to expand and protect our core assets, our potential products, and the other necessary overhead costs for administrative, marketing and general activities would generally conclude the allocation of net proceeds.

 

More specific allocations would be included in an applicable Prospectus Supplement relating to a specific offering of Securities.

 

All expenses relating to the offering of Securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the Corporation’s general fund, unless otherwise stated in the applicable Prospectus Supplement.

 

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 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 AIF filed with the various securities regulatory authorities, which is incorporated by reference in this Prospectus.

 

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 our 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 July 24, 2014, we have 87,943,396 Common Shares issued and outstanding. After giving effect to the exercise of all our options, we would have 93,931,240 Common Shares issued and outstanding.

 

PRIOR SALES

 

Except as disclosed under this heading, no other Common Shares or securities exchangeable or convertible into Common Shares have been issued during the twelve month period preceding the date of this Prospectus.

 

During the twelve month period preceding the date of this Prospectus, the Corporation issued an aggregate of 2,981,425 Common Shares, the particulars of which are set forth in the following table:

 

Date of Issue	Number of Common Shares Issued	Price per Common Share
December 4, 2013	35,000	Cdn.$1.65
December 5, 2013	10,000	Cdn.$1.65
February 27, 2014	292,793	US$1.5540
February 27, 2014	612,223	US$1.6640
March 11, 2014	101,884	US$1.6733
April 3, 2014	101,944	US$1.7267
April 7, 2014	101,944	US$1.7267
April 14, 2014	101,734	US$1.5399
April 17, 2014	101,760	US$1.5633
April 22, 2014	101,734	US$1.5400
April 25, 2014	101,723	US$1.5300
May 1, 2014	101,633	US$1.4500
June 2, 2014	101,415	US$1.2567
June 3, 2014	101,408	US$1.2500
June 5, 2014	101,415	US$1.2567
June 9, 2014	101,415	US$1.2567
June 11, 2014	101,415	US$1.2567
June 13, 2014	101,415	US$1.2567
June 17, 2014	101,415	US$1.2567
June 19, 2014	101,415	US$1.2567
June 23, 2014	101,464	US$1.3000
June 30, 2014	101,430	US$1.2700
July 2, 2014	101,423	US$1.2633
July 3, 2014	101,423	US$1.2633
July 22, 2014	101,588	US$1.4100
July 24, 2014	101,565	US$1.3900

 

During the twelve month period preceding the date of this Prospectus, the Corporation granted options exercisable for an aggregate of 1,716,000 Common Shares, the particulars of which are set forth in the following table:

 

Date of Grant	Number of Options Granted	Exercise Price (Cdn.$)
December 11, 2013	1,416,000	1.74
February 3, 2014	200,000	1.69
June 18, 2014	100,000	1.46

 

 

TRADING PRICE AND VOLUME

 

Our outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange under the trading symbol “ONC” and on NASDAQ under the trading symbol “ONCY”.

 

The following table sets forth the market price ranges and the aggregate volume of trading of the Common Shares on the Toronto Stock Exchange and NASDAQ for the periods indicated:

 

	Toronto Stock Exchange				NASDAQ Capital Market
	High	Low	Close	Volume	High	Low	Close	Volume
Period	(Cdn.$)	(Cdn.$)	(Cdn.$)	(Shares)	(US$)	(US$)	(US$)	(Shares)
2013
July	3.11	2.70	2.99	1,049,251	3.03	2.59	2.90	3,087,206
August	3.04	2.75	2.80	912,029	2.95	2.59	2.65	3,057,244
September	3.62	2.45	2.50	3,864,673	3.50	2.38	2.44	14,156,295
October	3.49	2.31	2.78	2,665,789	3.39	2.25	2.67	11,257,005
November	2.83	1.70	1.95	5,936,921	2.72	1.64	1.85	16,759,137
December	1.99	1.54	1.66	2,096,007	1.88	1.45	1.55	8,457,220
2014
January	2.10	1.65	1.75	2,673,401	1.92	1.53	1.57	16,358,045
February	1.98	1.61	1.90	918,938	1.79	1.45	1.72	5,967,943
March	2.31	1.78	2.00	907,737	2.07	1.61	1.81	12,113,726
April	2.20	1.54	1.68	893,221	2.00	1.40	1.46	6,638,510
May	1.65	1.30	1.44	1,315,417	1.50	1.20	1.32	4,907,935
June	1.52	1.34	1.37	1,380,819	1.39	1.24	1.28	3,548,126
July 1 to 23	1.79	1.38	1.58	904,507	1.69	1.28	1.48	5,827,509

 

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 Agreement”). A copy of the Subscription Agreement will be filed by us with the applicable securities commission or similar regulatory authorities after it has been entered into by us and will be available electronically at www.sedar.com and, 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 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 Agreement, original purchasers of Subscription Receipts will have a contractual right of rescission against Oncolytics, 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 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 thereto, 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;

 

·

the number of Securities that may be purchased upon exercise of each Unit and the price at which and currency or currency unit in which that amount of Securities may be purchased upon exercise of each Unit;

 

·

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 Securities to or through underwriters, dealers, placement agents or other intermediaries and also may sell Securities directly to purchasers or through agents, subject to obtaining any applicable exemptions from registration requirements.

 

The distribution of Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices to be negotiated with purchasers, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44 102 - Shelf Distributions, including sales made directly on the TSX, NYSE MKT or other existing trading markets for the Securities, and as set forth in an accompanying Prospectus Supplement.

 

 

In connection with the sale of Securities, underwriters may receive compensation from us or from purchasers of Securities for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters, dealers, placement agents or other intermediaries that participate in the distribution of Securities may be deemed to be underwriters and any discounts or commissions received by them from us and any profit on the resale of Securities by them may be deemed to be underwriting discounts and commissions under applicable securities legislation.

 

If so indicated in the applicable Prospectus Supplement, we may authorize dealers or other persons acting as our agents to solicit offers by certain institutions to purchase the Securities directly from us pursuant to contracts providing for payment and delivery on a future date. These contracts will be subject only to the conditions set forth in the applicable Prospectus Supplement or supplements, which will also set forth the commission payable for solicitation of these contracts.

 

The Prospectus Supplement relating to any offering of Securities will also set forth the terms of the offering of the Securities, including, to the extent applicable, the initial offering price, the proceeds to us, the underwriting discounts or commissions, and any other discounts or concessions to be allowed or re-allowed to dealers. Underwriters with respect to any offering of Securities sold to or through underwriters will be named in the Prospectus Supplement relating to such offering.

 

Holders of Warrants resident in the United States who acquire Common Shares pursuant to the exercise of Warrants in accordance with their terms and under this Prospectus and any applicable Prospectus Supplement may have a right of action against the Corporation for any misrepresentation in this Prospectus or any applicable Prospectus Supplement. However, the existence and enforceability of such a right of action is not without doubt. By contrast, holders of Warrants resident in Canada who may acquire Common Shares pursuant to the exercise of Warrants in accordance with their terms and who will be deemed to acquire such Common Shares under applicable Canadian prospectus exemptions, will not have any such right of action.

 

Under agreements which may be entered into by us, underwriters, dealers, placement agents and other intermediaries who participate in the distribution of Securities may be entitled to indemnification by us against certain liabilities, including liabilities under applicable securities legislation. The underwriters, dealers, placement agents and other intermediaries with whom we enter into agreements may be customers of, engage in transactions with or perform services for us in the ordinary course of business.

 

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. Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Subscription Receipts, Warrants or Units may be sold and purchasers may not be able to resell Subscription Receipts, Warrants or Units purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of the Subscription Receipts, Warrants or Units in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. Certain dealers may make a market in the Subscription Receipts, Warrants or Units, as applicable, 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 the Subscription Receipts, Warrants or Units or as to the liquidity of the trading market, if any, for the Subscription Receipts, Warrants or Units.

 

Subject to applicable securities legislation, and other than in relation to an “at-the-market distribution”, in connection with any offering of Securities under this Prospectus, the underwriters, if any, may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. These transactions, if commenced, may be discontinued at any time.

 

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

 

Unless otherwise specified in the Prospectus Supplement, certain legal matters relating to the offering of the Securities will be passed upon for us 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 any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents with respect to matters of Canadian and United States law.

 

 

The partners and associates of McCarthy Tétrault LLP, as a group, beneficially own, directly or indirectly, less than 1% of the outstanding securities of any class issued by the Corporation.

 

AUDITOR

 

Our auditors are Ernst & Young LLP, Chartered Accountants, Calgary, Alberta, Canada. Our consolidated financial statements as at December 31, 2013 and 2012 incorporated by reference into this Prospectus have been audited by Ernst & Young LLP, independent registered chartered accountants, as indicated in their report dated March 12, 2014 and are incorporated herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. Ernst & Young LLP has been our auditors since our inception in 1998.

 

Ernst & Young LLP has advised that they are independent with respect to the Corporation within the meaning of the Rules of the Professional Conduct of the Institute of Chartered Accountants of Alberta.

 

REGISTRAR AND TRANSFER AGENT

 

Our registrar and transfer agent is Computershare Trust Company of Canada at its principal office in Calgary, Alberta.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada and filed with, or furnished to, the SEC. Copies of the documents incorporated herein by reference may be obtained on request without charge from our Corporate Secretary at 210, 1167 Kensington Crescent N.W., Calgary, Alberta, T2N 1X7 telephone (403) 670-7377, and are available electronically at www.sedar.com. Disclosure documents filed with, or furnished to, the SEC are available through the SEC’s Electronic Document Gathering and Retrieval System (EDGAR) at www.sec.gov.

 

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, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any subsequently filed document that is also incorporated by reference in this Prospectus:

 

·

our Annual Information Form, which is comprised of our Annual Report on Form 20-F dated March 19, 2014, for the year ended December 31, 2013 (the “AIF”);

 

·

our management information circular dated May 9, 2014, relating to the annual general meeting of shareholders held on June 18, 2014;

 

·

our audited consolidated financial statements, together with the notes thereto, as at December 31, 2013 and 2012, which comprise the consolidated statements of financial position as at December 31, 2013 and 2012, and the consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the years ended December 31, 2013 and 2012, together with the auditor’s report thereon;

 

·

our management’s discussion and analysis of financial condition and results of operations dated March 12, 2014, for the year ended December 31, 2013;

 

·

our unaudited interim condensed consolidated financial statements, together with the notes thereto, as at and for the period ended March 31, 2014; and

 

·

our management’s discussion and analysis of financial condition and results of operations dated May 7, 2014, as at and for the period ended March 31, 2014.

 

Any documents of the type required by National Instrument 44-101 - Short Form Prospectus Distributions of the Canadian Securities Administrators to be incorporated by reference in a short form prospectus, including any annual information form, 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 the provinces of Canada after the date of this Prospectus shall be deemed to be incorporated by reference in this Prospectus.

 

 

Any similar document filed by the Corporation with, or furnished by the Corporation to, the SEC pursuant to pursuant to section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Prospectus shall be deemed to be incorporated by reference in this Prospectus and filed as exhibits to the registration statement of which this Prospectus forms a part (in the case of any Report on Form 6-K, if and to the extent provided in such report).

 

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 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 related audited annual financial statements and management’s discussion and analysis being filed by us with, and where required, accepted by, the securities commission or similar regulatory authority in each of the provinces of British Columbia, Alberta, Manitoba and Ontario 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 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 under this Prospectus. Upon new interim financial statements and related management’s discussion and analysis being filed by us with the securities commission or similar regulatory authority in each of the provinces of British Columbia, Alberta, Manitoba and Ontario 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 under this Prospectus. Upon a new information circular relating to an annual general meeting of holders of Common Shares being filed by us with the securities commission or similar regulatory authority in each of the provinces of British Columbia, Alberta, Manitoba and Ontario 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 under this Prospectus.

 

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 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.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We have 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. 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 for a more complete description of the matter involved. Each such statement is qualified in its entirety by such reference.

 

We file annual and quarterly financial information and material change reports and other material with the SEC and with the securities commissions or similar regulatory authorities in Canada. Under MJDS adopted by the United States and Canada, documents and other information that we file 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, the Corporation is exempt from the rules under the 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 Exchange Act. In addition, the Corporation is not required to publish financial statements as promptly as United States companies.

 

 

You may read and copy any document that we have filed with the SEC at the SEC’s public reference rooms in Washington, D.C. You may also obtain copies of those documents from the public reference room of the SEC at 100F Street, N.E., Washington, D.C. 20549 by paying a fee. You should call the SEC at 1-800-SEC-0330 or access its website at www.sec.gov for further information about the public reference rooms. You may read and download some of the documents we have filed with the SEC on EDGAR at www.sec.gov.

 

You may read and download any public document that we have filed with the securities commissions or similar regulatory authorities in Canada at www.sedar.com.

 

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

 

The following documents have been filed with the SEC as part of the registration statement of which this Prospectus is a part insofar as required by the SEC’s Form F-10:

 

·

the documents listed under “Documents Incorporated by Reference” in this Prospectus;

 

·

the consent of our auditors Ernst & Young LLP;

 

·

the consent of our Canadian counsel McCarthy Tétrault LLP;

 

·

powers of attorney from our directors and officers; and

 

·

Form F-X - Appointment of Agent for Service of Proceeds and Undertaking.

 

 

 

PART II

 

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

 

Under the Business Corporations Act (Alberta), Oncolytics Biotech Inc. (the “Corporation”) may indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer or a body corporate of which the Corporation is or was a shareholder or creditor, and the director’s or officer’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal or administrative action or proceeding to which the individual is involved because of that association with the Corporation or other entity, and the Corporation may advance moneys to such an individual for the costs, charges and expenses of such a proceeding. The Corporation may not indemnify such an individual unless the individual acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation’s request, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. In addition, the individual must repay any moneys advanced by the Corporation if the individual has not fulfilled the conditions set out in the preceding sentence. Such indemnification or advance of moneys may be made in connection with a derivative action only with court approval. Such an individual is entitled to indemnification from the Corporation as a matter of right if the individual was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done, and the individual fulfilled the conditions set forth above.

 

In accordance with and subject to the Business Corporations Act (Alberta), the by-laws of the Corporation provide that the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer, or a body corporate of which the Corporation is or was a shareholder or creditor, and the director’s or officer’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or other entity if he acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which he acted as a director or officer at the Corporation’s request, and, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The Corporation shall also indemnify such person in such other circumstances as the Business Corporations Act (Alberta) permits or requires.

 

The Corporation maintains a directors’ & officers’ insurance policy for the benefit of the directors and officers of the Corporation and its subsidiaries against liability incurred by them in their official capacities for which they become obligated to pay to the extent permitted by applicable law.

 

Insofar as indemnification for liabilities arising under the U.S. Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the Corporation pursuant to the foregoing provisions, the Corporation has been informed that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

 

EXHIBITS

 

See the Exhibit Index attached hereto

 

 

PART III

 

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

 

Item 1. Undertaking

 

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.

 

Item 2. Consent to Service of Process

 

Concurrently with the filing of this Registration Statement on Form F-10, the Registrant is filing with the Commission a written irrevocable consent and power of attorney on Form F-X.

 

Any change to the name and address of the agent for service of the Registrant will be communicated promptly to the Commission by amendment to Form F-X referencing the file number of this Registration Statement.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Canada, on July 25, 2014.

 

		ONCOLYTICS BIOTECH INC.
		By:		/s/ Bradley G. Thompson
				Bradley G. Thompson
				Chief Executive Officer

 

Each person whose signature appears below constitutes and appoints Bradley G. Thompson and Kirk J. Look, and each of them, either of whom may act without the joinder of the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and registration statements filed pursuant to Rule 429 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by or on behalf of the following persons in the capacities indicated on July 25, 2014:

 

 

Signature		Title
/s/ Bradley G. Thompson
Bradley G. Thompson		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
/s/ Kirk J. Look
Kirk J. Look		Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Wayne Pisano		Director
Wayne Pisano
/s/ Ger van Amersfoort		Director
Ger van Amersfoort
/s/ Robert B. Schultz		Lead Director
Robert B. Schultz

 

 

 

/s/ Fred A. Stewart		Director
Fred A. Stewart
/s/ Ed Levy		Director
Ed Levy
/s/ J. Mark Lievonen		Director
J. Mark Lievonen
/s/ James Dinning		Director
James Dinning
/s/ Matthew C. Coffey		Chief Operating Officer and Director
Matthew C. Coffey
/s/ Linda Hohol		Director
Linda Hohol
/s/ Angela Holtham		Director
Angela Holtham

 

 

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has signed this Registration Statement, solely in his capacity as the duly authorized representative of Oncolytics Biotech Inc. in the United States, executed in Alberta, Canada, on July 25, 2014.

 

				Oncolytics Biotech (US) Inc.
		By:		/s/ Kirk J. Look
				Name:		Kirk J. Look
				Title:		Chief Financial Officer

 

 

 

EXHIBIT INDEX

 

Exhibit
Number		Description
4.1*		Annual Information Form of the Registrant, which is comprised of the Registrant’s annual report on Form 20-F, dated March 19, 2014, for the year ended December 31, 2013, incorporated by reference to the Registrant’s annual report on Form 20-F, filed with the Commission on March 19, 2014.
4.2*		Management Information Circular, dated May 9, 2014, relating to the annual general meeting of the shareholders held on June 18, 2014, incorporated by reference to the Registrant’s Report on Form 6-K, furnished to the Commission on July 25, 2014.
4.3*		Audited consolidated financial statements of the Registrant, together with the notes thereto, as at December 31, 2013 and 2012 and the auditors’ report thereon addressed to the Registrant’s shareholders, included as Item 18 to the Registrant’s annual report on Form 20-F, filed with the Commission on March 19, 2014.
4.4*		Management’s discussion and analysis of financial condition and results of operations of the Registrant, dated March 12, 2014, for the year ended December 31, 2013, incorporated by reference to Exhibit 15.1 to the Registrant’s annual report on Form 20-F, filed with the Commission on March 19, 2014.
4.5*		Unaudited interim consolidated financial statements of the Registant, together with the notes thereto, as at and for the three months ended March 31, 2014, incorporated by reference to the Registrant’s Report on Form 6-K, furnished to the Commission on May 9, 2014.
4.6*		Management’s discussion and analysis of financial condition and results of operations of the Registrant dated May 7, 2014, for the three months ended March 31, 2014 and 2013, incorporated by reference to the Registrant’st Report on Form 6-K, furnished to the Commission on May 9, 2014.
5.1		Consent of Ernst & Young LLP dated July 25, 2014
5.2		Consent of McCarthy Tétrault LLP dated July 25, 2014
6.1		Powers of Attorney (included on the signature pages of this Registration Statement)

* - Previously filed or furnished to the Commission.