Full Press Release Details
PURCHASE AGREEMENT (this
"Agreement"), dated as of April 10, 2025 (the "Execution Date"), is entered into by and between
ONCOLYTICS BIOTECH INC., a company incorporated under the Business Corporations Act (Alberta) (the "Company"), and
ALUMNI CAPITAL LP, a Delaware limited partnership (the "Investor").
the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from
the Company, up to $20,000,000 of the Company's Common Shares, no par value ("Ordinary Shares").
consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Investor hereby agree as follows:
TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):
shall mean, with respect to a Party, any individual, a corporation, limited liability company or any other legal entity, directly or indirectly,
controlling, controlled by or under common control with such Party. For purpose of this definition, the term "control,"
as used with respect to any corporation or other entity, means (a) direct or indirect ownership of fifty percent (50%) or more of the
securities or other ownership interests representing the voting stock or general partnership or membership interest of such corporation
or other entity or (b) the power to direct or cause the direction of the management or policies of such corporation or other entity, whether
through the ownership of voting securities, by contract or otherwise.
shall have the meaning specified in the preamble to this Agreement.
shall mean Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
"Beneficial Ownership
Limitation" shall have the meaning specified in Section 8.2(f).
shall mean a day on which the Principal Market shall be open for business.
"Clearing Costs" shall mean
all of the Investor's broker and Transfer Agent costs with respect to the deposit of the Purchase Notice Securities.
shall mean any one of the closings of a purchase and sale of Purchase Notice Securities pursuant to Section 2.2.
shall mean the date a Closing occurs.
shall mean $20,000,000.
shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have purchased
Purchase Notice Securities pursuant to this Agreement for an aggregate purchase price of the Commitment Amount or (ii) 5:00 p.m. Eastern
Time on June 30, 2026.
"Commitment Securities"
shall have the meaning set forth in Section 6.3.
shall have the meaning specified in the preamble to this Agreement.
shall have the meaning set forth in Section 6.2.
shall mean any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.
shall mean any loss, claim, damage, liability, cost, and expense (including, without limitation, reasonable attorneys' fees and
disbursements and costs and expenses of expert witnesses and investigation).
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
shall have the meaning set forth in Section 8.2(g).
shall mean the date set forth in the preamble to this Agreement.
shall mean the Financial Industry Regulatory Authority, Inc.
"Future SEC Documents"
shall have the meaning set forth in Section 8.2(i).
shall have the meaning set forth in Section 10.1.
"Indemnifying Party"
shall have the meaning set forth in Section 10.1.
shall have the meaning specified in the preamble to this Agreement.
Company" and similar phrases means the actual knowledge of the chief executive officer, chief financial officer, or chief operating
officer of the Company after reasonable inquiry.
shall mean a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right, or other restriction.
Effect" shall mean any effect on the business, operations, properties, or financial condition of the Party that is material
and adverse to the Party and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the
ability of the Party to enter into and perform its obligations under any Transaction Document.
shall mean the Nasdaq Capital Market.
shall have the meaning specified in the recitals to this Agreement.
shall mean a party to this Agreement.
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.
shall mean NASDAQ, if the Ordinary shares cease to be traded on such exchange, such national exchange in the United States (i.e., NYSE,
NYSE American), or other principal exchange or recognized quotation system which is at the time the principal trading platform or market
for the Ordinary Shares (it being hereby acknowledged and agreed that the term "Principal Market" for all purposes of this
Agreement and the transactions contemplated hereby shall not include the TSX or any other Canadian stock exchange or quotation system).
shall have the meaning specified in Section 4.15.
"Prospectus Supplement"
shall have the meaning specified in Section 7.1.
Securities" shall mean the securities to be acquired directly or indirectly hereunder, including the Purchase Notice Securities,
and the Commitment Securities, to be issued to the Investor pursuant to the terms of this Agreement.
Amount" shall mean the product of the number of Purchase Notice Securities referenced in the Purchase Notice multiplied by the
Purchase Price in accordance with Section 2.1.
shall mean a written notice from the Company, substantially in the form of Exhibit A hereto, to the Investor setting forth the
Purchase Notice Securities that the Company requires the Investor to purchase pursuant to the terms of this Agreement.
Date" shall have the meaning specified in Section 2.2(a).
Limitation" shall mean a number of shares of Ordinary Shares equal to $750,000, which may be waived up to $5,000,000 upon mutual
agreement between Investor and Company.
Securities" shall mean all of the Ordinary Shares that the Company shall be entitled to issue as set forth in all Purchase Notices
in accordance with the terms and conditions of this Agreement.
shall mean the lowest traded price for the Ordinary Shares on the Principal Market for the five (5) consecutive Business Days immediately
prior to the Closing Date with respect to the Purchase Notice multiplied by 90%. The Purchase Notice will be subject to the Purchase Notice
"Registration Expenses"
shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration,
qualification and filing fees (including fees with respect to filings required to be made with FINRA, and any fees of the securities exchange
or automated quotation system on which the Ordinary Shares is then listed or quoted), printing expenses, escrow fees, fees and disbursements
of counsel for the Company, fees and disbursements of counsel for the Investor, blue sky fees and expenses, and any fees and disbursements
of accountants retained by the Company incident to or required by any such registration.
"Registration Statement"
shall have the meaning specified in Section 4.15.
"Registrable Securities"
shall mean (i) the Purchase Notice Securities, (ii) the Commitment Securities, and (iii) any other equity security of the Company
issued or issuable with respect to any such securities by way of a conversion, exercise, ordinary share dividend or stock split or in
connection with a combination of shares, capitalization, merger, consolidation or reorganization.
shall mean Regulation D promulgated under the Securities Act.
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.
mean the United States Securities and Exchange Commission.
shall have the meaning specified in Section 4.5.
shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
shall mean any securities of the Company entitling the holder thereof to acquire at any time Ordinary Shares, including, without limitation,
any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable
for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
"Shareholder Approval"
shall have the meaning specified in Section 6.4.
"Shareholder Approval