Oncolytics Biotech Inc. (ONC) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual Meeting of Shareholders of Oncolytics Biotech, Inc. Please note the meeting will be recorded. I would like to introduce Kirk Look, Chief Financial Officer of the company. Mr. Look, the floor is yours.

Thank you. Good afternoon, and welcome to the Annual General Meeting of Shareholders of Oncolytics Biotech, Inc. My name is Kirk Look and I'm the Chief Financial Officer of Oncolytics, and I will be serving as Chair of this meeting. Now joining me today is Matt Coffey, President and CEO; as well we have Wayne Pisano, Deborah Brown, Angela Holtham, Bernd Seizinger, James Parsons and Jonathan Rigby, who I believe have joined us online. Other members of management also joining us online are Allison Hagerman, Andrew De Guttadauro, Tom Heineman and Amy Levin. For convenience, we have divided today's meeting into 2 parts. First, the formal business portion will address the legal requirements for a shareholders' meeting, including voting on the resolutions. After we conclude the formal part of the meeting, the second part will consist of an opportunity for general Q&A. Before we begin with the formal business portion of the meeting, I will provide some comments on voting and questions at today's meeting. As with any technology, unexpected glitches may occur, and we appreciate your patience. Our service providers for this platform at TMX Trust are very experienced at running this type of meeting and will help us work through any challenges. The virtual platform we are using allows us to ensure that shareholder rights are protected and our meeting offers shareholders the same opportunities to participate as in past in-person meetings. We will conduct the vote on the matters before us by a poll. On a poll, every registered shareholder and proxy holder who has obtained a control number in advance are entitled to vote on each matter. Voting during this meeting can only be done through our virtual voting platform on the webcast. Once the polls are open, registered shareholders and proxy holders who have obtained a control number will be able to cast their votes. The log-in information and log-in process was outlined in our notice, which was mailed out to shareholders and can also be found on our website. When logging into the meeting, if you have a control number, enter it when prompted. If you do not have a control number, please log in into the meeting as a guest. The password for everyone is oncolytics, it's O-N-C-O-L-Y-T-I-C-S 2023, all lower case. Now the polls for all resolutions are open. You may vote at any time during the meeting until the polls are closed at the last -- after the last item of business has concluded. Thank you to those who have already voted. For those who have not yet voted, we encourage you to vote now. I welcome all guests who are not registered shareholders or holding proxies of registered shareholders. As a reminder, as with an in-person meeting, only registered shareholders and duly appointed proxy holders are able to vote or ask questions during the formal part of today's call. All participants may submit questions at any time during the meeting. There will be opportunities for shareholders to ask questions specific to each resolution on the webcast. Again, as a reminder, only registered shareholders or proxy holders with a control number are entitled to ask questions on the matter at hand during the formal part of our AGM. Other questions and questions from our guests will be handled at the end. If you have a question, click on the Ask a Question tab at the bottom left of the webcast page. Please read the instructions in the text box before submitting your question. In particular, we ask that you identify whether your question relates to a motion being considered as part of the formal business of this meeting or whether it is of a more general nature. We will address questions that directly relate to any particular motion at the appropriate time of the meeting, and we will save general questions for the question-and-answer period following the formal business. If a question is personal in nature, we will follow-up with you individually after the meeting. Once you finish typing out your question, click the submit button. The secretary will receive the questions and, at the appropriate time, we'll read them out in order for everyone to be aware of the question being dealt with. With respect to questions other than proposed amendments or objections, we will endeavor to cover as part of the general Q&A session at the end of our meeting. If we have a number of questions that are the same or very similar in topic, we will paraphrase and group the questions and mention that we have received similar questions. Once again, we will attempt to address all general and appropriate questions from our shareholders, proxy holders and guests at the end of our corporate update. That said, all questions regarding time lines and expectations of time lines, we refer everyone to our public disclosures that can be found on our website. We have no comments in response to questions concerning time lines and expectations of time lines beyond what has already been disclosed. Finally, please note that due to time constraints, we may not be able to address all questions today. Now with that, I would like to call the Annual Meeting of the Shareholders of Oncolytics Biotech, Inc. to order. With the consent of the meeting, I will ask Matt Coffey to act as Secretary of the meeting. The first item of business will be the appointment of scrutineers. With the consent of the meeting, I will ask Ms. Kristine Calesso of TMX, our transfer agent, to act as scrutineer of the meeting. I have received a declaration prepared by an officer of TMX that the notice calling this meeting with the company management information circular and form of proxy were mailed on April 5, 2023, to shareholders of record as at March 20, 2023. Accordingly, with the consent of the meeting, the reading of the notice of meeting will be dispensed with, and I request the secretary to keep a copy of the notice of meeting and proof of service with the minutes of this meeting. I would ask the secretary of the meeting to summarize the scrutineer's report on attendance.

The scrutineer have advised that a quorum is present, and therefore, I declare this meeting regularly called and properly constituted for the transaction of business.

Based on the scrutineers report, I declare that the requisite quorum of shareholders is present. I direct that the scrutineers' report be kept with the minutes of the meeting. I now declare that the meeting has been regularly called and is properly constituted for the transaction of business. The formal business of this meeting consists of: Presenting the financial statements for fiscal 2022; fixing the number of directors; electing directors; to consider and if thought fit, to approve an ordinary resolution approving the number of common shares of the corporation issuable pursuant to unallocated stock options reserved for issuance under the corporation's stock option plan; to consider and if thought fit, to approve an ordinary resolution approving the number of common shares of the corporation issuable pursuant to unallocated share awards reserved for issuance under the corporation's incentive share award plan; to consider, and if thought fit, approve an ordinary resolution to approve an increase to the number of common shares reserved for issuance pursuant to our stock option plan and incentive awards plan from 10% to 14% of the number of our issued and outstanding common shares; and to appoint auditors for the corporation for the ensuing year and the authorization of the directors to fix their remuneration. As the first matter of formal business, I table at this meeting the financial statements of Oncolytics Biotech, Inc. for the period ended December 31, 2022, together with the report of the auditors thereon. Copies of the financial statements have been mailed to registered shareholders. With the consent of the meeting, the reading of such statements and report will be dispensed with. I do wish to recognize and advise the meeting that auditors of the corporation, EY LLP, are in attendance online being represented by Mr. Stephen Nelson. I do not propose to ask shareholders to approve the financial statements tabled. However, I will be pleased to receive any questions concerning the financial statements after the termination of this meeting. The next item of business is to set the number of directors at 7. I request a motion that the number of directors be set at 7.

Mr. Chair, my name is Allison Hagerman, and I'm a shareholder. I move that the number of directors be set at 7.

Mr. Chair, my name is Andrew de Guttadauro, and I am a shareholder. I second the motion.

I will now ask the secretary to please advise if any questions specific to this motion were submitted. As there are no questions, please cast your votes. [Voting]

We will now proceed with the election of directors. The information circular contains the names of management's proposed nominees to the Board of Directors, which are: Deborah Brown; Matthew Coffey; Angela Holtham; James Parsons; Wayne Pisano; Jonathan Rigby; and Bernd Seizinger. I understand that these nominees have consented to act as directors. The nominations which have been made are in order and as there are no further nominations, I declare the nominations closed. Since the number of nominees does not exceed the number of directors to be elected by the shareholders, I request a motion that the nominees be elected as directors of the corporation to hold office until the next Annual General Meeting of Shareholders, or until their successors are elected or appointed.

Mr. Chair, my name is Andrew de Guttadauro, and I am a shareholder. I move that the nominees be elected as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Mr. Chair, my name is Allison Hagerman, and I am a shareholder. I second the motion.

I will now ask the secretary to please advise if any questions specific to this motion were submitted. As there are no questions, please cast your votes. [Voting]

We will now proceed to the approval of unallocated stock options under our stock option plan. Further information concerning this matter is set forth under Item 4 in the information circular on Page 15. In order to be effective, this resolution must be approved by a majority of the votes cast at the meeting. The full text of the resolution relating to this matter is set out on Page 15 of the information circular. I request a motion respecting the approval of shares issuable pursuant to unallocated awards under our stock option plan.

Mr. Chair, my name is Allison Hagerman, and I'm a shareholder. I move that the ordinary resolution set forth on Page 15 of the Corporation's information circular dated March 20, 2023, respecting the approval of shares issuable pursuant to unallocated awards under our stock option plan, be approved.

Mr. Chair, my name is Andrew de Guttadauro, and I'm a shareholder. I second the motion.

I will now ask the secretary to please advise if any questions specific to this motion were submitted. As there are no questions, please cast your votes. [Voting]

We will now proceed to the approval of unallocated share awards under our share award plan. Further information concerning this matter is set forth under Item 5 in the information circulars starting on Page 15. In order to be effective, this resolution must be approved by a majority of the votes cast at the meeting. The full text of the resolution relating to this matter is set out on Page 16 of the information circular. I request a motion respecting the approval of shares issuable pursuant to unallocated awards under our share award plan.

Mr. Chair, my name is Andrew de Guttadauro, and I am a shareholder. I move that the ordinary the ordinary resolution set forth on Page 16 of the Corporation's information circular, dated March 20, 2023, respecting the approval of shares issuable pursuant to unallocated awards under share award plan, be approved.

Mr. Chair, my name is Allison Hagerman, and I am a shareholder. I second the motion.

I will now ask the secretary to please advise if any questions specific to this motion were submitted. As there were no questions, please cast your votes. [Voting]

We will now proceed to the approval of an increase to the number of common shares reserved for issuance pursuant to our stock option and share awards plan. Further information concerning this matter is set forth under Item 6 in the information circular, starting on Page 16. In order to be effective, this resolution must be approved by a majority of the votes cast at the meeting. The full text of the resolution relating to this matter is set out starting on Page 17 of the information circular. I request a motion respecting approval of the increase to the number of common shares reserved for issuance pursuant to our stock option plan and incentive award -- share award plan from 10% to 14% of the number of our issued and outstanding common shares.