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Condensed Interim Consolidated Financial Statements
Oncolytics Biotech Inc.
For the three months ended March 31, 2024
ONCOLYTICS BIOTECH INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands of Canadian dollars, except share amounts)
| As at | March 31, 2024 | December 31, 2023 | |||||
| Assets | |||||||
| Current assets | |||||||
| Cash and cash equivalents (note 4) | $ | 29,603 | $ | 34,912 | |||
| Other receivables | 102 | 15 | |||||
| Prepaid expenses | 3,054 | 3,246 | |||||
| Warrant derivative (note 6) | 623 | - | |||||
| Total current assets | 33,382 | 38,173 | |||||
| Property and equipment | 301 | 282 | |||||
| Right-of-use assets (note 5) | 1,067 | 365 | |||||
| Total assets | $ | 34,750 | $ | 38,820 | |||
| Liabilities and Shareholders' Equity | |||||||
| Current liabilities | |||||||
| Accounts payable and accrued liabilities (note 4) | $ | 3,610 | $ | 3,572 | |||
| Other liabilities (note 4) | 314 | 332 | |||||
| Lease liabilities (note 5) | 179 | 133 | |||||
| Warrant derivative (note 6) | - | 200 | |||||
| Total current liabilities | 4,103 | 4,237 | |||||
| Contract liability | 6,730 | 6,730 | |||||
| Lease liabilities (note 5) | 948 | 290 | |||||
| Total liabilities | 11,781 | 11,257 | |||||
| Commitments and contingencies (note 10) | |||||||
| Shareholders' equity | |||||||
| Share capital (note 7) Authorized unlimited Issued March 31, 2024 - 75,419,768 December 31, 2023 - 74,423,960 | 432,507 | 430,906 | |||||
| Contributed surplus (note 8) | 42,689 | 42,116 | |||||
| Accumulated other comprehensive income | 670 | 544 | |||||
| Accumulated deficit | (452,897) | (446,003) | |||||
| Total shareholders' equity | 22,969 | 27,563 | |||||
| Total liabilities and shareholders' equity | $ | 34,750 | $ | 38,820 |
See accompanying notes
ONCOLYTICS BIOTECH INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(in thousands of Canadian dollars, except share amounts)
| Three months ended March 31, | 2024 | 2023 | |||||
| Expenses | |||||||
| Research and development (note 14) | $ | 5,743 | $ | 3,539 | |||
| General and administrative (note 14) | 2,983 | 3,195 | |||||
| Loss before the following | (8,726) | (6,734) | |||||
| Change in fair value of warrant derivative (note 6) | 869 | 31 | |||||
| Foreign exchange gain | 517 | 1 | |||||
| Interest income, net | 446 | 265 | |||||
| Net loss | (6,894) | (6,437) | |||||
| Other comprehensive income (loss) items that may be reclassified to net loss | |||||||
| Translation adjustment | 126 | (3) | |||||
| Total comprehensive loss | $ | (6,768) | $ | (6,440) | |||
| Basic and diluted loss per common share (note 9) | $ | (0.09) | $ | (0.10) | |||
| Weighted average number of shares (basic and diluted) (note 9) | 75,244,637 | 62,344,544 |
See accompanying notes
ONCOLYTICS BIOTECH INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands of Canadian dollars)
| Share Capital | Contributed Surplus | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | |||||||||||||||||
| As at December 31, 2022 | $ | 404,040 | $ | 40,051 | $ | 662 | $ | (418,251) | $ | 26,502 | |||||||||||
| Net loss and other comprehensive loss | - | - | (3) | (6,437) | (6,440) | ||||||||||||||||
| Issued pursuant to At the Market Agreement (note 7) | 5,552 | - | - | - | 5,552 | ||||||||||||||||
| Share issue costs (note 7) | (180) | - | - | - | (180) | ||||||||||||||||
| Share-based compensation expense (note 8) | - | 317 | - | - | 317 | ||||||||||||||||
| As at March 31, 2023 | $ | 409,412 | $ | 40,368 | $ | 659 | $ | (424,688) | $ | 25,751 | |||||||||||
| As at December 31, 2023 | $ | 430,906 | $ | 42,116 | $ | 544 | $ | (446,003) | $ | 27,563 | |||||||||||
| Net loss and other comprehensive income | - | - | 126 | (6,894) | (6,768) | ||||||||||||||||
| Issued pursuant to incentive share award plan (notes 7, 8) | 3 | (3) | - | - | - | ||||||||||||||||
| Issued pursuant to At the Market Agreement (note 7) | 1,669 | - | - | - | 1,669 | ||||||||||||||||
| Share issue costs (note 7) | (71) | - | - | - | (71) | ||||||||||||||||
| Share-based compensation expense (note 8) | - | 576 | - | - | 576 | ||||||||||||||||
| As at March 31, 2024 | $ | 432,507 | $ | 42,689 | $ | 670 | $ | (452,897) | $ | 22,969 |
See accompanying notes
ONCOLYTICS BIOTECH INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of Canadian dollars)
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating Activities | ||||||||
| Net loss for the period | $ | (6,894) | $ | (6,437) | ||||
| Depreciation - property and equipment (note 14) | 28 | 21 | ||||||
| Depreciation - right-of-use-assets (note 14) | 95 | 76 | ||||||
| Share-based compensation expense (notes 8, 14, 15) | 576 | 317 | ||||||
| Interest expense (income), net | 15 | (96) | ||||||
| Unrealized foreign exchange gain | (387) | (124) | ||||||
| Change in fair value of warrant derivative (note 6) | (869) | (31) | ||||||
| Net change in non-cash working capital (note 13) | (33) | (1,555) | ||||||
| Cash used in operating activities | (7,469) | (7,829) | ||||||
| Investing Activities | ||||||||
| Acquisition of property and equipment | (46) | (5) | ||||||
| Maturities of marketable securities | - | 6,674 | ||||||
| Cash (used in) provided by investing activities | (46) | 6,669 | ||||||
| Financing Activities | ||||||||
| Proceeds from At the Market equity distribution agreement, net (note 7) | 1,598 | 5,372 | ||||||
| Payment of lease liabilities | (103) | (101) | ||||||
| Cash provided by financing activities | 1,495 | 5,271 | ||||||
| (Decrease) increase in cash and cash equivalents | (6,020) | 4,111 | ||||||
| Cash and cash equivalents, beginning of period | 34,912 | 11,666 | ||||||
| Impact of foreign exchange on cash and cash equivalents | 711 | 95 | ||||||
| Cash and cash equivalents, end of period | $ | 29,603 | $ | 15,872 |
See accompanying notes
ONCOLYTICS BIOTECH INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2024
(in thousands of Canadian dollars, except share amounts and where indicated)
Note 1 Nature of Operations
Oncolytics Biotech Inc. was incorporated on April 2, 1998, under the Business Corporations Act (Alberta) as 779738 Alberta Ltd. On April 8, 1998, we changed our name to Oncolytics Biotech Inc. We are a limited company incorporated and domiciled in Canada. Our shares are publicly traded on the Nasdaq Capital Market and the Toronto Stock Exchange. Our principal place of business is located at 804, 322 11th Avenue S.W., Calgary, Alberta, Canada.
We are a clinical-stage biopharmaceutical company developing pelareorep, a safe and well-tolerated intravenously delivered
immunotherapeutic agent that activates the innate and adaptive immune systems and weakens tumor defense mechanisms. This improves the ability of the immune system to fight cancer, making tumors more susceptible to a broad range of oncology treatments. Our primary focus is to advance our programs in hormone receptor-positive human epidermal growth factor 2-negative (HR+ HER2-) metastatic breast cancer and metastatic pancreatic ductal adenocarcinoma to registration-enabling clinical studies. In addition, we are exploring opportunities for registrational programs in other gastrointestinal cancers through our GOBLET platform study.
We have not been profitable since our inception and expect to continue to incur substantial losses as we continue our research and development efforts. As at March 31, 2024, we had an accumulated deficit of $452,897. We do not expect to generate significant revenues until and unless pelareorep becomes commercially viable. To date, we have funded our operations mainly through issuing additional capital via public offerings, equity distribution arrangements, and the exercise of warrants and stock options. As at March 31, 2024, we had cash and cash equivalents of $29,603. We plan to fund our operations for at least the next twelve months from the balance sheet date with the cash and cash equivalents on hand, utilizing our ATM equity distribution agreement (see note 7(a)), and exploring potential collaborations and strategic transactions. Factors that will affect our anticipated cash needs for the next twelve months include, but are not limited to, expansion of our clinical trial program, the timing of patient enrollment in our clinical trials, the actual costs incurred to support each clinical trial, the number of treatments each patient will receive, the timing of activity with our clinical trial research collaborations, the number, timing and costs of manufacturing runs required to conclude the validation process and supply product to our clinical trial program, and the level of collaborative activity undertaken. We believe we have the ability to reduce or eliminate planned expenditures to extend our operating runway until we obtain sufficient financing. There can be no assurance that we will be able to raise additional funds through the sale of our common shares or other capital resources. Failure to raise additional capital would have a material adverse impact on our business, results of operations, and financial condition.
Note 2 Basis of Presentation
Statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) and in compliance with International Accounting Standard ( IAS ) 34 Interim Financial Reporting as issued by the International Accounting Standards Board ( IASB ).
Our condensed interim consolidated financial statements for the three months ended March 31, 2024, were authorized for issue in accordance with a resolution of the Board of Directors on May 9, 2024.
Basis of presentation
These condensed interim consolidated financial statements have been prepared on the historical cost basis, except for certain assets and liabilities which are measured at fair value as explained in the notes to these financial statements.
The notes presented in these condensed interim consolidated financial statements include only significant events and transactions occurring since our last fiscal year end and are not fully inclusive of all matters required to be disclosed in our annual audited consolidated financial statements. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with our most recent annual audited consolidated financial statements for the year ended December 31, 2023.
ONCOLYTICS BIOTECH INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2024
(in thousands of Canadian dollars, except share amounts and where indicated)
Our condensed interim consolidated financial statements include our financial statements and the financial statements of our subsidiaries, Oncolytics Biotech (Barbados) Inc. and Oncolytics Biotech (U.S.) Inc, and are presented in Canadian dollars, our functional currency.
The preparation of our condensed interim consolidated financial statements in conformity with IFRS requires us to make judgments, estimates, and assumptions that affect the application of accounting policies, the reported amounts, and disclosures in our condensed interim consolidated financial statements and accompanying notes. Management makes estimates based on our best knowledge of current events and actions that the Company may undertake in the future. We consider the potential impact of certain external factors outside of our control, including global political conflicts, supply chain disruptions, pandemics, inflation, rising interest rates, and liquidity, when making certain estimates and judgments relating to the preparation of these condensed interim consolidated financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Actual results could differ from these estimates, and such differences could be material.
Note 3 Material Accounting Policies
The accounting policies applied in these condensed interim consolidated financial statements are the same as those applied in our audited consolidated financial statements for the year ended December 31, 2023.
Adoption of new accounting standards
IAS 1 Classification of Liabilities as Current or Non-Current
In October 2022, the IASB issued amendments to clarify how conditions with which an entity must comply within 12 months after the reporting period affect the classification of a liability. This is in addition to the amendment from January 2020 where the IASB issued amendments to IAS 1 Presentation of Financial Statements, to provide a more general approach to the presentation of liabilities as current or non-current based on contractual arrangements in place at the reporting date. These amendments specify that the rights and conditions existing at the end of the reporting period are relevant in determining whether the Company has a right to defer settlement of a liability by at least 12 months, provided that management's expectations are not a relevant consideration as to whether the Company will exercise its rights to defer settlement of a liability and clarify when a liability is considered settled. The amendments became effective on January 1, 2024. Adopting the amendments did not have a material impact on our condensed interim consolidated financial statements.
Accounting standards and interpretations issued but not yet effective
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified roles of the primary financial statements and the notes. Narrow scope amendments have been made to IAS 7 Statement of Cash Flows and some requirements previously included within IAS 1 have been moved to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, which has also been renamed IAS 8 Basis of Preparation of Financial Statements. IAS 34 Interim Financial Reporting has also been amended to require disclosure of management-defined performance measures. IFRS 18 and the amendments to the other standards are effective for annual periods beginning on or after January 1, 2027, with early application permitted. IFRS 18 applies retrospectively to both annual and interim financial statements. We are assessing the impact of adopting this standard on our consolidated financial statements.
Note 4 Balance Sheet Details
Cash equivalents consist of interest-bearing deposits with our bank totaling $27,234 as at March 31, 2024 (December 31, 2023 - $31,534).
ONCOLYTICS BIOTECH INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2024
(in thousands of Canadian dollars, except share amounts and where indicated)
In 2023, we were selected by the Pancreatic Cancer Action Network (PanCAN) as the recipient of its Therapeutic Accelerator Award to conduct a clinical trial with pelareorep in combination with modified FOLFIRINOX chemotherapy with or without an immune checkpoint inhibitor in pancreatic cancer patients. Under the terms of the award agreement, we are entitled to receive up to US$5 million in funding for eligible research expenses, and we must comply with the conditions set out with the award agreement, including providing periodic performance progress reports. As at March 31, 2024, we recorded US$231 ($314) (December 31, 2023 - US$225 ($298)) in other liabilities representing unapplied funding received from PanCAN.
Accounts payable and accrued liabilities
| March 31, 2024 | December 31, 2023 | ||||||
| Trade payables | $ | 744 | $ | 1,082 | |||
| Accrued liabilities | 2,866 | 2,490 | |||||
| $ | 3,610 | $ | 3,572 |
We have office space leases with initial lease terms generally between 3 to 6 years. We currently do not have leases with residual value guarantees or leases not yet commenced to which we are committed. We have variable lease payments related to office space lease operating costs that are not material. Lease liabilities have been measured by discounting future lease payments using our incremental borrowing rate, as rates implicit in the leases were not readily determinable. The weighted average rate applied was 15%.
During the three months ended March 31, 2024, we recorded an increase of $785 to the lease liability and $794 to the right-of-use asset relating to one of our subsidiaries' office leases.
Our total undiscounted lease liabilities as at March 31, 2024, were as follows
| March 31, 2024 | |||
| Less than one year | $ | 338 | |
| One to five years | 1,241 | ||
| More than five years | - | ||
| Total undiscounted lease liabilities | $ | 1,579 |
ONCOLYTICS BIOTECH INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2024
(in thousands of Canadian dollars, except share amounts and where indicated)
Note 6 Warrant Derivative
Our common share purchase warrants ( warrants ) with a U.S. dollar exercise price, which differs from our functional currency, are treated as a derivative measured at fair value, and revalued each period end at fair value through profit and loss. There is no cash flow impact as a result of the accounting treatment for changes in the fair value of the warrant derivative or when warrants expire unexercised.
Changes in the value of our warrant derivative were as follows
| Number of Warrants Outstanding | Fair Value of Warrant Derivative | |||||
| As at December 31, 2022 | 64,035 | $ | 79 | |||
| Issued pursuant to public offering | 7,667,050 | 7,360 | ||||
| Discount on warrants issued | - | (1,822) | ||||
| Amortization of discount on warrants issued | - | 146 | ||||
| Change in fair value | - | (5,431) | ||||
| Foreign exchange impact | - | (132) | ||||
| As at December 31, 2023 | 7,731,085 | $ | 200 | |||
| Amortization of discount on warrants issued | - | 91 | ||||
| Change in fair value | - | (869) | ||||
| Foreign exchange impact | - | (45) | ||||
| As at March 31, 2024 | 7,731,085 | $ | (623) |
The following table summarizes our outstanding warrant derivative as at March 31, 2024
| Exercise price | Issuance date | Expiry date | Number of Warrants Outstanding | ||||
| US$0.90 | August 16, 2019 | August 16, 2024 | 64,035 | ||||
| US$2.81 | August 8, 2023 | August 8, 2028 | 6,667,000 | ||||
| US$2.81 | September 7, 2023 | August 8, 2028 | 1,000,050 | ||||
| 7,731,085 |
On August 8, 2023, pursuant to an underwritten public offering, we issued 6,667,000 units for gross proceeds of $20,185 (US$15,001) at a price of US$2.25 per unit. On September 7, 2023, pursuant to the over-allotment option exercised by the underwriter, we issued an additional 1,000,050 units for gross proceeds of $3,077 (US$2,250) at a price of US$2.25 per unit. Each unit consisted of one common share and one common share purchase warrant ( warrant ), which were immediately separable and issued separately in this offering. Each warrant entitles the holder to purchase one common share at an exercise price of US$2.81 up to 60 months from the date of issuance. Proceeds were allocated amongst common shares and warrants by applying a relative fair value approach, which resulted in $17,724 recorded in share capital and an initial warrant derivative liability of $7,360. The difference between the fair value of the warrants and their allocated proceeds was a discount of $1,822, which is amortized on a straight-line basis over the five-year expected life of the warrants and recorded under change in fair value of warrant derivative on our consolidated statement of loss and comprehensive loss.
At March 31, 2024, as the unamortized discount balance was greater than the fair value of the warrant derivative liability, the net balance was presented as an asset on our condensed interim consolidated statement of financial position.
We use the Black-Scholes valuation model to estimate fair value. The expected volatility is based on the Company's common share historical volatility less an estimated market participant risk adjustment. The risk-free interest rate is based on the Government of Canada benchmark bond yield rates with an approximate equivalent remaining term in effect at the time of valuation, and the expected life represents the estimated length of time the warrants are expected to remain outstanding.
ONCOLYTICS BIOTECH INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2024
(in thousands of Canadian dollars, except share amounts and where indicated)
The estimated fair value of the warrant derivative with an exercise price of US$2.81 was determined using the following assumptions
| March 31, 2024 | December 31, 2023 | ||
| Underlying share price | US$1.07 | US$1.35 | |
| Risk-free interest rate | 3.5% | 3.2% | |
| Expected life | 4.4 years | 4.6 years | |
| Expected volatility | 36.5% | 36.5% | |
| Expected dividend yield | Nil | Nil | |
| Fair value per warrant | US$0.09 | US$0.18 |
Note 7 Share Capital
Unlimited number of no par value common shares
| Shares | ||||||||
| Number | Amount | |||||||
| As at December 31, 2022 | 61,327,914 | $ | 404,040 | |||||
| Issued pursuant to stock option plan | 450,391 | 1,271 | ||||||
| Issued pursuant to At the Market (ATM) equity distribution agreement (a) | 4,978,605 | 10,676 | ||||||
| Issued pursuant to public offering (b) | 7,667,050 | 17,724 | ||||||
| Share issue costs | - | (2,805) | ||||||
| As at December 31, 2023 | 74,423,960 | $ | 430,906 | |||||
| Issued pursuant to incentive share award plan | 1,140 | 3 | ||||||
| Issued pursuant to At the Market (ATM) equity distribution agreement (a) | 994,668 | 1,669 | ||||||
| Share issue costs | - | (71) | ||||||
| As at March 31, 2024 | 75,419,768 | $ | 432,507 |
(a)On June 17, 2022, we entered into an ATM equity distribution agreement with Canaccord Genuity Inc. The ATM allows us to issue common shares, at prevailing market prices, with an aggregate offering value of up to US$65,000 over a 25-month period through the facilities of the Nasdaq Capital Market in the United States. During the three months ended March 31, 2024, we sold 994,668 (March 31, 2023 - 2,663,036) common shares for gross proceeds of $1,669 (US$1,244) (March 31, 2023 - $5,552 (US$4,100)) at an average price of $1.68 (US$1.25) (March 31, 2023 - $2.08 (US$1.54)). We received proceeds of $1,619 (US$1,207) (March 31, 2023 - $5,385 (US$3,977)) after commissions of $50 (US$37) (March 31, 2023 - $167 (US$123)). In total, we incurred share issue costs (including commissions) of $71 (March 31, 2023 - $180).
(b)On August 8, 2023, pursuant to an underwritten public offering, we issued 6,667,000 units for gross proceeds of $20,185 (US$15,001) at a price of US$2.25 per unit. On September 7, 2023, pursuant to the over-allotment option exercised by the underwriter, we issued an additional 1,000,050 units for gross proceeds of $3,077 (US$2,250) at a price of US$2.25 per unit. Each unit consisted of one common share and one warrant, which were immediately separable and issued separately in this offering. These warrants were classified as a financial liability (see note 6). Proceeds were allocated amongst common shares and warrants by applying a relative fair value approach, which resulted in $17,724 recorded in share capital and an initial warrant derivative liability of $7,360. In consideration of the services rendered by the underwriter, we issued 536,693 compensation warrants (see note 8). In total, we incurred transaction costs of $3,130 (including a fair value of $638 (US$473) for the compensation warrants), of which $2,390 were allocated to share issue costs and $740 were allocated to operating expenses, based on the relative fair values of the common share and warrant of each unit.
ONCOLYTICS BIOTECH INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2024
(in thousands of Canadian dollars, except share amounts and where indicated)
Note 8 Share-Based Compensation
Stock options and share awards
(a)Our amended and restated Stock Option Plan and Share Award Plan (collectively, the Equity Incentive Plans ) were approved by our shareholders at the annual general meeting of shareholders on May 9, 2023. Pursuant to our Equity Incentive Plans, we may grant stock options, restricted share awards, and performance share awards. The number of common shares reserved for issuance under our Equity Incentive Plans in aggregate shall not exceed 14% of the total number of issued and outstanding common shares from time to time. As at March 31, 2024, we reserved 10,558,768 common shares for issuance relating to our Equity Incentive Plans. Our share-based compensation expense was $576 for the three months ended March 31, 2024 (March 31, 2023 - $317).
(b)Our stock option activity for the three months ended March 31 was as follows
| 2024 | 2023 | ||||||||
| Stock Options | Weighted Average Exercise Price $ | Stock Options | Weighted Average Exercise Price $ | ||||||
| Outstanding, beginning of the period | 7,063,333 | 2.72 | 5,963,185 | 2.91 | |||||
| Granted | 60,000 | 1.73 | - | - | |||||
| Forfeited | (32,200) | 2.39 | - | - | |||||
| Expired | (60,000) | 5.23 | - | - | |||||
| Outstanding, end of the period | 7,031,133 | 2.69 | 5,963,185 | 2.91 | |||||
| Exercisable, end of the period | 5,298,236 | 2.84 | 4,745,482 | 3.03 |
The following table summarizes information about the stock options outstanding and exercisable at March 31, 2024