F-3 1 f3_021623.htm FORM F-3

As filed with the Securities and Exchange Commission on February 17, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Medicenna Therapeutics Corp.

(Exact name of Registrant as specified in its charter)

Canada (Federal)

(Province or other jurisdiction of incorporation or organization)

Not Applicable

(I.R.S. Employer Identification Number, if applicable)

2 Bloor St. W., 7th Floor

Toronto, Ontario M4W 3E2

Canada

(416) 648-5555

Attention: Chief Financial Officer

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

28 Liberty Street

New York, New York 10005

(212) 894-8940

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

____________________

Copies to:

Elizabeth Williams

Medicenna Therapeutics Corp.

2 Bloor St. W., 7th Floor

Toronto, Ontario M4W 3E2

Canada

(416) 648-5555

John T. Rudy

Keunjung Cho

Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

(617) 542-6000

Charles-Antoine Soulière

McCarthy Tétrault LLP

500 Grande Allée East, 9^th Floor, Quebec, Quebec G1R 2J7

Canada

418-521-3000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐

If this Form is a Registration Statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a Registration Statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission (the “Commission”), acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains:

a base prospectus which covers the offering, issuance and sale by the Registrant of up to a maximum aggregate offering price of US$100,000,000 of our common shares, preferred shares, subscription receipts, warrants and/or units from time to time in one or more offerings; and

sales agreement prospectus supplement covering the offering, issuance and sale by the Registrant of up to a maximum aggregate offering price of US$10.0 million of common shares that may be issued and from time to time under a sales agreement between the Registrant and Oppenheimer and Co. Inc.

The base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in a prospectus supplement to the base prospectus. The sales agreement prospectus supplement immediately follows the base prospectus. The US$10.0 million of common shares that may be offered, issued and sold under the sales agreement prospectus supplement is included in the US$100,000,000 of securities that may be offered, issued and sold by us under the base prospectus. Upon termination of the sales agreement, any portion of the US$10.0 million included in the sales agreement prospectus supplement that is not sold pursuant to the sales agreement will be available for sale in other offerings pursuant to the base prospectus.

The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy or sell these securities in any jurisdiction where the offer or sale is not permitted. These securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective.

Subject to completion, dated February 17, 2023

PROSPECTUS

US$100,000,000

Common Shares

Preferred Shares

Subscription Receipts

Warrants

Units

We may from time to time offer and sell our common shares, preferred shares, subscription receipts, warrants and units (collectively, the “Securities”) having an aggregate offering amount of up to US$100,000,000. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in one or more prospectus supplements. These Securities may be offered and sold in the United States and elsewhere where permitted by law. We will provide the specific terms of these Securities in supplements to this prospectus that will be delivered to purchasers together with this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest in the Securities.

Investment in the Securities involves certain risks that should be considered by a prospective purchaser. See “Risk Factors” on page 15 of this prospectus along with the risk factors described in the applicable prospectus supplement pertaining to the Securities and the other information contained in and incorporated by reference in this prospectus and in the applicable prospectus supplement before purchasing the Securities offered hereby. See “Where You Can Find More Information”.

We may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly or through agents. See “Plan of Distribution”. The prospectus supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged by us in connection with the offering and sale of Securities, and will set forth the terms of the offering of such Securities, including the method of distribution of such Securities, the public offering price, the proceeds to us, any fees, discounts or other compensation payable to underwriters, dealers or agents, and any other material terms of the plan of distribution. Securities may be sold from time to time in one or more transactions at a fixed price or fixed prices, or at non-fixed prices.

Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the Securities in a public primary offering with a value exceeding more than one-third of the aggregate market value of our common shares held by non-affiliates in any 12-month period as long as the aggregate market value of our outstanding common shares held by non-affiliates is less than US$75 million. On February 2, 2023, the closing price for our common shares on Nasdaq was $0.78 per share. As of February 2, 2023, the aggregate market value of our outstanding common shares held by non-affiliates was approximately US$41.6 million based on 69,637,469 outstanding common shares, of which approximately 53,298,769 common shares were held by non-affiliates. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.

Unless otherwise specified in the applicable prospectus supplement, the preferred shares, subscription receipts, warrants and units will not be listed on any securities or stock exchange. There is no market through which the preferred shares, subscription receipts, warrant and units may be sold and purchasers may not be able to resell such securities purchased under this prospectus and the applicable prospectus supplement. This may affect the pricing of the preferred shares, subscription receipts, warrants and units in the secondary market, the transparency and availability of trading prices, the liquidity of the preferred shares, subscription receipts, warrants and units and the extent of our regulation.

Neither the United States Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved these Securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.

The date of this prospectus is , 2023.

TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	2
FORWARD-LOOKING STATEMENTS	3
PROSPECTUS SUMMARY	6
CAPITALIZATION	8
USE OF PROCEEDS	9
DESCRIPTION OF SHARE CAPITAL	10
DESCRIPTION OF SUBSCRIPTION RECEIPTS	12
DESCRIPTION OF WARRANTS	13
DESCRIPTION OF UNITS	14
RISK FACTORS	15
CERTAIN INCOME TAX CONSIDERATIONS	16
PLAN OF DISTRIBUTION	17
LEGAL MATTERS	18
EXPERTS	18
ENFORCEABILITY OF CIVIL LIABILITIES	18
EXPENSES	19

ABOUT THIS PROSPECTUS

Unless the context otherwise requires, all references in this prospectus and any prospectus supplement to “Medicenna”, the “Company”, “we”, “us” and “our” mean Medicenna Therapeutics Corp. and its subsidiaries.

In this prospectus and in any prospectus supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in United States dollars, references to “dollars”, “$” or “US$” are to United States dollars and all references to “C$” are to Canadian dollars.

Unless otherwise indicated, all financial information included and incorporated by reference in this prospectus or included in any prospectus supplement is prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, or “IFRS”. Thus, it may not be comparable to financial information of United States companies.

This prospectus is part of a Registration Statement on Form F-3 relating to the Securities that has been filed with the SEC. Under the Registration Statement, we may, from time to time, sell any combination of the Securities described in this prospectus in one or more offerings up to an aggregate offering amount of US$100,000,000. This prospectus provides you with a general description of the Securities that we may offer. Each time we sell Securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering of Securities. The prospectus supplement may also add, update or change information contained in this prospectus. Before you invest in the Securities, you should read both this prospectus and any applicable prospectus supplement together with additional information described under the heading “Where You Can Find More Information”. This prospectus does not contain all of the information set forth in the Registration Statement we have filed with the SEC of which this prospectus forms a part, certain parts of which are omitted in accordance with the rules and regulations of the SEC. You may refer to the Registration Statement of which this prospectus forms a part and the exhibits to the Registration Statement for further information with respect to us and the Securities.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, in accordance with the Exchange Act, we also file reports with and furnish other information to the SEC. Under the multijurisdictional disclosure system adopted by Canada and the United States, these reports and other information (including financial information) may be prepared, in part, in accordance with the disclosure requirements of Canada, which differ from those in the United States.

The SEC maintains a website that contains reports and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is www.sec.gov.

Additionally, we file documents with securities commissions or similar authorities in the provinces of British Columbia, Alberta and Ontario in Canada. These documents are available through the internet on the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”), which can be accessed at www.sedar.com.

The SEC allows us to incorporate by reference certain information that we file with them, which means that we can disclose important information to you by referring you to those documents. Information that is incorporated by reference is an important part of this prospectus. We incorporate by reference the documents listed below, which were filed with the SEC:

(a)

Our Annual Report on Form 20-F for the fiscal year ended March 31, 2022, filed with the SEC on June 22, 2022, containing our (i) Annual Information Form dated June 21, 2022; (ii) audited annual consolidated financial statements as of March 31, 2022, 2021 and 2020 and for each of the years in the two-year period ended March 31, 2022, including the notes thereto and the auditor’s report thereon; and (iii) Management’s Discussion and Analysis for the year ended March 31, 2022;

(b)

Our Reports on Form 6-K filed with the SEC on April 8, 2022, April 27, 2022, May 2, 2022, May 11, 2022, June 7, 2022, June 9, 2022, June 22, 2022, July 27, 2022, August 5, 2022, August 9, 2022, August 11, 2022, August 15, 2022, August 22, 2022, September 8, 2022, September 13, 2022, September 21, 2022, September 22, 2022, September 28, 2022, September 30, 2022, October 5, 2022, October 17, 2022, October 25, 2022, October 28, 2022, November 4, 2022, November 10, 2022, January 5, 2023, January 26, 2023, January 31, 2023 and February 7, 2023.

We also incorporate by reference each of the following documents we file with the SEC after the date of this prospectus and prior to the filing of a post-effective amendment that indicates that all Securities offered hereby have been sold or which deregisters all Securities then remaining unsold: (i) all annual reports on Form 40-F, Form 20-F or Form 10-K; (ii) those portions of any reports on Form 6-K that we indicate in such reports are to be deemed incorporated by reference into this prospectus.

Any statement contained in this prospectus or in a document (or part thereof) incorporated by reference, or deemed to be incorporated by reference, in this prospectus shall be deemed to be modified or superseded, for purposes of this prospectus, to the extent that a statement contained in the prospectus or in any subsequently filed document (or part thereof) that also is, or is deemed to be, incorporated by reference in this prospectus modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this prospectus. 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 which it modifies or supersedes.

You may obtain a copy of any of any filings that are incorporated by reference into this prospectus, at no cost, by writing to or telephoning us at the following address:

Medicenna Therapeutics Corp.

2 Bloor St. W., 7th Floor

Toronto, Ontario M4W 3E2

Canada

(416) 648-5555

Attention: Corporate Secretary

All shelf information permitted under applicable law 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. A prospectus supplement or prospectus supplements containing the specific terms for an issue of 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 such prospectus supplement but only for the purposes of the Securities issued thereunder.

FORWARD-LOOKING STATEMENTS

This prospectus and documents incorporated herein by reference contain certain forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation. In addition to the cautionary statement below, with respect to forward-looking statements contained in the documents incorporated by reference herein, prospective purchasers should refer to “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 20-F as well as to similar sections of any documents incorporated by reference in this prospectus that are filed after the date hereof.

All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate”, “believe”, “expect”, “estimate”, “may”, “will”, “could”, “leading”, “intend”, “contemplate”, “shall” and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements in this prospectus and documents incorporated herein by reference include, but are not limited to, statements with respect to:

the therapeutic potential and clinical development and related milestones of the Company’s Superkines and Empowered Superkines including MDNA11, the BiSKITs^TM platform and bizaxofusp (formerly MDNA55);

the timely completion of the milestones related to the MDNA11 ABILITY Study (as defined below);

the impact of delays on clinical data;

a potential strategic partnership to facilitate bizaxofusp’s further development and commercialization; and

the use of proceeds from future equity offerings.

All forward-looking statements reflect our beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are not based on historical facts but rather on management’s expectations regarding future activities, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities.

By its nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions, forecasts, projections or other forward-looking statements will not occur. In evaluating forward-looking statements, readers should specifically consider various factors, including the risks outlined under the heading “Risk Factors” in this prospectus and in our Annual Report on Form 20-F and MD&A incorporated by reference herein. Some of these risks and assumptions include, among others:

the lack of product revenue and inability to continue operations and research and development without sufficient funding;

the Company’s requirements for, and our ability to obtain, future funding on favourable terms or at all;

the Company’s history of losses and expectations of future losses;

the Company’s inability to complete development of or the inability to commercialize (if approved) the Company’s product candidates, which are in the early stages of development;

the expense, length, and uncertainty of clinical drug development programs;

the inability to achieve publicly announced milestones according to schedule, or at all;

the risk that competitors may develop and market products that are more effective that the Company’s product candidates or that the products developed by competitors may render the Company’s product candidates obsolete or uncompetitive;

the Company’s inability to secure a partnership for bizaxofusp (formerly MDNA55);

the costs and uncertainty associated with extensive government regulation;

the obtaining of regulatory approvals, including delays or negative outcomes from the regulatory approval process;

the potential negative results from clinical trials or studies, or adverse safety events involving the targets of the Company’s products, including in the demonstration of efficacy and safety;

the pharmacokinetic (“PK”) and pharmacodynamic (“PD”) properties of MDNA11;

the tumour response data from our clinical trials;

the risk of product liability claims;

the Company’s inability to enroll subjects in clinical trials or complete clinical trials on a timely basis

the failure of our product candidates to receive the marketing approval or market acceptance necessary for commercial success;

the potential for environmental exposure to hazardous or radioactive materials that are used in the Company’s discovery and development process;

the disruption in the availability of key components for ongoing clinical studies that could delay clinical studies, product testing, and regulatory approval of the Company’s product candidates

the Company’s reliance on third parties for the planning, conduct, and monitoring of preclinical and clinical trials and for the manufacture of drug product;

the Company’s reliance on contract manufacturers over whom the Company has limited control;

the loss of license rights due to breach of license agreements;

the conditions and restrictions of the Cancer Prevention Research Institute of Texas (“CPRIT”) grant;

the potential uses of proceeds generated under Company’s offerings;

the ability to protect the Company’s intellectual property and proprietary technology;

the ability for the Company to obtain patent’s term extensions;

the potential involvement in intellectual property litigation;

the risk that third parties to whom we rely for product development may not adequately protect the Company’s trade secrets;

the risk of product liability claims;

the limitations surrounding intellectual property rights

the volatility in the price of our common shares

the dilution of investor’s voting power and reductions in earnings per share owing to future issuances of equity or the conversion of securities into common shares;

the fact that future profits will likely be used for the continued growth of the Company’s business and not for the payment of dividends

the Company’s treatment as a passive foreign investment company and potential adverse U.S. federal income tax consequences associated with such treatment;

the difficulty U.S. investors may face in bringing actions against the Company for violations of U.S. federal or state securities laws and challenges in enforcing the judgments of U.S. courts against the Company and its directors and executive officers;

the Company’s status as a foreign private issuer under applicable U.S. securities laws;

the ability of the Company’s significant shareholders to assert a material influence over the Company’s operations and governance;

the adverse impact of factors outside our control, such as global health pandemics, natural disasters, geopolitical conflict and macroeconomic challenges;

the Company’s ability to successfully manage its growth;

the failure of any acquired business, product, service, or alliance to yield expected benefits

the Company’s dependence upon certain key personnel, the loss of whom could adversely affect our ability to achieve our business objectives;

changes in government regulations that could impact our business and operations;

failure to comply with the U.S. Foreign Corrupt Practices Act, the Canadian Corruption of Foreign Public Officials Act and other global corruption and anti-bribery laws;

a failure to comply with healthcare laws;

foreign currency exchange risks relating to the relative value of the United States dollar;

the failure of our disclosure controls and procedures to detect all errors or prevent all incidences of fraud;

the failure to maintain an effective system of internal controls;

the vulnerability of the computer and information systems of the Company, its consultants and contractors, and third-parties on which the Company relies, to security breaches or failure; and

the pursuit of opportunities for further research and development or additional business opportunities.

Although the forward-looking statements contained in this prospectus are based upon what our management believes to be reasonable assumptions, we cannot assure readers that actual results will be consistent with these forward-looking statements.

Any forward-looking statements represent our estimates only as of the date of this prospectus and should not be relied upon as representing our estimates as of any subsequent date. We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as may be required by securities legislation.

You should read carefully the risk factors described in the documents incorporated by reference in this prospectus for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements.

PROSPECTUS SUMMARY

Our Company

We are an immunotherapy company developing novel, highly selective versions of interleukin-2 (“IL-2”), interleukin-4 (“IL-4”) and interleukin-13 (“IL-13”) tunable cytokines, called “Superkines”. These Superkines can be developed either on their own as short or long-acting therapeutics or fused with cell killing proteins to generate Empowered Superkines that precisely deliver potent payloads to cancer cells without harming adjacent healthy cells. Superkines can also be fused with a large variety of proteins, antibodies and even other Superkines to incorporate two synergistic therapeutic activities into one molecule, creating novel Bi-Functional SuperKine ImmunoTherapies referred to by us as BiSKITs^TM. Our mission is to become the leader in the development and commercialization of Superkines, Empowered Superkines and BiSKIT^TM for the treatment of a broad range of cancers and other diseases. We seek to achieve our goals by drawing on our expertise, and that of world-class collaborators and advisors, to develop Revolutionary Medicines using Evolutionary Superkines. Compared to naturally occurring cytokines – that bind to multiple receptors on many cell types – Superkines are engineered with unique selectivity toward specific receptor subtypes and defined target cell subsets to precisely activate or inhibit relevant signaling pathways or immune cells in order to improve therapeutic efficacy and safety.

We have built diverse platforms, each comprised of a pipeline of Superkine candidates in-licensed from Leland Stanford Junior University (“Stanford”). This includes the MDNA109 platform that consists of IL-2 agonists, IL-2 antagonists and partial agonists of IL-2. Additional assets from Stanford also include several super-agonists of IL-4 and IL-13 and dual IL-4/IL-13 antagonists. In addition, we have also independently developed therapeutic agents based on our Empowered Superkine and BiSKIT^TM platforms.

The most advanced of these programs is the MDNA109 platform which is a genetically engineered IL-2 Superkine designed to specifically bind to CD122 (IL-2Rβ) with high affinity. To further enhance its selectivity, two additional mutations (FEAA) were incorporated in MDNA109 to abolish binding to CD25. To improve the PK properties of the highly selective version of MDNA109 (MDNA109FEAA), it was genetically fused to protein scaffolds such as the Fc domain of IgG1 (MDNA19) or human albumin (MDNA11) effectively increasing the size of the Superkine and improving its half-life to avoid frequent daily dosing required for Proleukin®.

We believe that, unlike Proleukin®, both MDNA11 and MDNA19, have superior PK properties, lack CD25 binding to improve safety and reduce immune suppression, potently stimulate effector T cells, reverse natural killer cell exhaustion and act with exceptional synergy when combined with checkpoint inhibitors.

Although MDNA19 was initially identified as our lead IL-2 candidate, a pilot non-human primate study comparing MDNA11 with MDNA19 demonstrated that the former had better PK and PD features. We are therefore advancing the clinical development of MDNA11 as it is a more promising molecule and has been selected as the lead IL-2 Superkine candidate. We initiated the Phase 1/2 ABILITY Study (A Beta-only IL-2 ImmunoTherapY Study) with MDNA11 (the “ABILITY Study”) in the third calendar quarter of 2021. MDNA19 remains relevant for us as it provides unique design features in the development of our BiSKITs^TM platform. Our BiSKITs^TM platform allows us to develop designer Superkines by fusing them to other proteins, antibodies, cytokines or other Superkines, resulting in two distinct but synergistic functions into one molecule: a BiSKIT^TM.

Complementing our Superkine platform is bizaxofusp (formerly MDNA55), Medicenna’s Empowered Superkine, for the treatment of recurrent glioblastoma (“rGBM”), the most common and uniformly fatal form of brain cancer. Bizaxofusp is a fusion of a circularly permuted version of IL-4, fused to a potent fragment of the bacterial toxin, Pseudomonas exotoxin (“PE”), and is designed to preferentially target tumor cells that over-express the interleukin 4 receptor (“IL-4R”). Bizaxofusp has been studied in five clinical trials in 132 patients, including 112 patients with rGBM, the results of which support our belief that it has superior efficacy when compared to the current standard of care. Bizaxofusp has secured Orphan Drug Status from the United States Food and Drug Administration (“FDA”) and the European Medicines Agency as well as Fast Track Designation from the FDA for the treatment of rGBM and other types of high grade glioma. We continue to pursue a strategic partnership to facilitate bizaxofusp’s further development and commercialization.

Recent Developments

On November 10, 2022, we announced new safety, PK, and PD data from the first four dose escalation cohorts of the Phase 1/2 ABILITY Study of MDNA11, our “beta-only” long-acting IL-2 super-agonist. The data were featured in two posters presented at the Society for Immunotherapy of Cancer (SITC) 37th Annual Meeting, which took place from November 8 – 12, 2022.

In December 2022, previously reported data from the Phase 1/2 ABILITY Study of MDNA11 were featured in an oral presentation at the 2022 Immunotherapy Bridge Conference. The presentation, titled “Early Results of an IL-2 Superkine (MDNA11) from the Phase 1/2 ABILITY Study in Advanced Solid Tumors” was delivered by Arash Yavari, M.B.B.S., DPhil., M.R.C.P., Principal Investigator at the Radcliffe Department of Medicine, University of Oxford and Principal Clinical Advisor to Medicenna.

On January 5, 2023, we announced that the U.S. Patent and Trademark Office (USPTO) has issued U.S. Patent No. 11,542,312 titled “IL-2 Superagonists in Combination with Anti-PD-1.” The patent provides intellectual property (IP) protection for methods of treating cancer with an IL-2 Superkine such as MDNA11 and a PD1 (for example, pembrolizumab), PDL1 or CTLA-4 checkpoint inhibitor in combination, as planned in the on-going ABILITY Study, or as a single agent using our BiSKIT™ (Bifunctional SuperKine for ImmunoTherapy) platform. The patent’s term extends into at least 2039 without accounting for any potential extensions.

In January 2023, the full results of a single-arm Phase 2b trial of bizaxofusp (formerly MDNA55) in patients with recurrent glioblastoma were published in the peer-reviewed journal Neuro-Oncology. Results showed the trial met its primary endpoint, with median overall survival (mOS) in the primary and supportive analysis populations exceeding the trial’s pre-defined success criteria and the mOS historically achieved with currently approved therapies.

On February 7, 2023 we announced that the Safety Review Committee had approved dose escalation for Cohort 6 to a target dose of 120 µg/kg dose every two weeks following three priming doses at 30, 60 and 90 µg/kg. Recruitment in this cohort is open.

Additional Information

For additional information related to our business and operations, please refer to the reports incorporated herein by reference, including our Annual Report on Form 20-F for the year ended March 31, 2022 and the Current Reports on Form 6-K filed with the SEC on August 15, 2022, November 4, 2022 and February 7, 2023 as described under the caption “Where You Can Find More Information” on page 2 of this prospectus.

Company Information

We were incorporated under the laws of Canada on February 2, 2015, under the name A2 Acquisition Corp. pursuant to the Business Corporations Act (Alberta). Prior to the completion of the reverse takeover of A2 Acquisition Corp. by the shareholders of Medicenna Therapeutics Inc., the Company amended its articles, changing its name to “Medicenna Therapeutics Corp.” On November 13, 2017, Medicenna continued under the Canada Business Corporations Act (“CBCA”).

Our registered office is located at 2 Bloor St. W., 7th Floor, Toronto, Ontario M4W 3E2 and our telephone number is (416) 648-5555. Our website address is https://www.medicenna.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

This prospectus may not be used to consummate a sale of any securities unless it is accompanied by a prospectus supplement.

CAPITALIZATION

We intend to include information about our capitalization and indebtedness in prospectus supplements.

USE OF PROCEEDS

Unless otherwise indicated in the applicable prospectus supplement relating to an offering of Securities, we will use the net proceeds we receive from the sale of the Securities for (i) ongoing research and development activities; (ii) working capital and general corporate purposes; and (iii) investment in other development programs. Specific information about the use of net proceeds will be described in the applicable prospectus supplement relating to an offering of Securities. We may invest funds that we do not immediately require in short-term marketable securities.

DESCRIPTION OF SHARE CAPITAL

The following describes our issued share capital, summarizes the material provisions of our articles and highlights certain differences in corporate law in Canada. Please note that this summary is not intended to be exhaustive. For further information please refer to the full version of our articles, which is included as an exhibit to the Registration Statement of which this prospectus is part.

Authorized Capital

Our authorized share capital consists of an unlimited number of common shares and preferred shares, in each case without nominal or par value. As of February 15, 2023, 69,637,469 common shares were issued and outstanding and nil preferred shares were issued and outstanding. In addition, we had 5,755,353 common shares issuable pursuant to outstanding stock options and 16,185,386 issuable upon the exercise of outstanding warrants. We had approximately nil beneficial owners of our preferred shares as of February 15, 2023.

The following sets forth the terms and provisions of our existing capital. The particular terms and provisions of the common shares and/or preferred shares offered by a prospectus supplement and the extent to which these general terms and provisions apply will be described in such prospectus supplement.

Common Shares

The holders of common shares are entitled to receive notice of and to attend all annual and special meetings of our shareholders and to one vote per share held at each such meeting, and they are entitled to receive dividends as determined and declared by our board of directors.

Subject to the rights of the holders of any other class of our shares entitled to receive dividends in priority to or concurrently with the holders of the common shares, our board of directors may in its sole discretion declare dividends on the common shares to the exclusion of any other class of shares of the Company.

In the event of our liquidation, dissolution or winding up or other distribution of our assets among our shareholders for the purpose of winding up our affairs, the holders of the common shares shall, subject to the rights of the holders of any other class of shares entitled to receive our assets upon such a distribution in priority to or concurrently with the holders of the common shares, be entitled to participate in the distribution. Such distribution shall be made in equal amounts per share on all the common shares at the time outstanding without preference or distinction.

Preferred Shares

The preferred shares of the Company are issuable from time to time in one or more series as determined by the board of directors of the Company. The board of directors of the Company may determine, before issuance, the number of preferred shares which is to comprise each series and the designation, rights, privileges and conditions attaching to each series of preferred shares including with regards to any voting rights, the rate or amount of dividends, or the method of calculating dividends, the dates of payment thereof, the terms and conditions of redemption, purchase and conversion, if any, and any sinking fund or other provisions.

The preferred shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Company amongst its shareholders for the purpose of winding up its affairs, be entitled to preference over the voting and non-voting common shares and over any other shares of the Company ranking by their terms junior to the preferred shares of that series. The preferred shares of any series may also be given such other preferences, not inconsistent with the articles of the Company, over the common shares and any other such preferred shares as may be determined by the board of directors of the Company.

If any cumulative dividends or amounts payable on the return of capital in respect of a series of preferred shares are not paid in full, all series of preferred shares shall participate rateably in respect of accumulated dividends and return of capital.

The description of general terms and provisions of the preferred shares described in any prospectus supplement will include, where applicable:

the number of preferred shares offered;

the designation of the series;

the price at which the preferred shares will be offered;

the currency or currencies in which the preferred shares will be offered;

the annual dividend rate, if any, and whether the dividend rate is fixed or variable, the date from which dividends will accrue, and the dividend payment dates;

the price and the terms and conditions for redemption, if any, including redemption at the Company’s option or at the option of the holder, including the time period for redemption, and payment of any accumulated dividends;

the terms and conditions, if any, for conversion or exchange for shares of any other class of the Company or any other series of preferred shares, or any other securities or assets, including the price or the rate of conversion or exchange and the method, if any, of adjustment;

the voting rights, if any;

the material tax consequences of owning the preferred shares; and

any other material terms, conditions and rights (or limitations on such rights) of the preferred shares.

Transfer Agent and Registrar

Our registrar and transfer agent is TSX Trust Company, located at 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Canada.

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. A copy of the subscription receipt agreement will be filed by the Company with the applicable securities commission or similar regulatory authorities after it has been entered into by the Company and will be available electronically at www.sedar.com. Pursuant to the subscription receipt agreement, original purchasers of subscription receipts will have a contractual right of rescission against the Company, following the issuance of the underlying common shares 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 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;

the currency or currency unit in which the subscription receipts are denominated;

the procedures for the exchange of the subscription receipts into common shares, preferred shares or other Securities;

the number of common shares, preferred shares or other Securities that may be obtained upon exchange 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 the subscription receipts; and

any other material terms, conditions and rights (or limitations on such rights) of the subscription receipts.

The Company reserves 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 with respect to such subscription receipts.

DESCRIPTION OF WARRANTS

The Company may issue warrants for the purchase of common shares, preferred shares or other Securities. Warrants may be offered separately or together with other Securities offered by this prospectus, as the case may be. Unless the applicable prospectus supplement otherwise indicates, each series of warrants will be issued under a separate warrant indenture to be entered into between the Company and one or more banks or trust companies acting as warrant agent. The applicable prospectus supplement will include details of the warrant agreements covering the warrants being offered. The warrant agent will act solely as the Company’s agent and will not assume a relationship of agency with any holders of warrant certificates or beneficial owners of warrants.

The following sets forth certain general terms and provisions of the warrants offered under this prospectus. The specific terms of the warrants, and the extent to which the general terms described in this section apply to those warrants, will be set forth in the applicable prospectus supplement. The terms of any warrants offered under a prospectus supplement may differ from the terms described below.

The particular terms of each issue of warrants will be described in the related prospectus supplement. This description will include some or all of the following:

the designation and aggregate number of warrants;

the price at which the warrants will be offered;

the currency or currencies in which the warrants will be offered;

the date on which the right to exercise the warrants will commence and the date on which the right will expire;

the number of the designation and terms of the common shares, preferred shares or other Securities that may be purchased upon exercise of each warrant and the price at which and currency or currencies in which the common shares, preferred shares or other 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;

if applicable, whether the warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;

material U.S. and Canadian federal tax consequences of owning the warrants; and

any other material terms or conditions of the warrants.

Each warrant will entitle the holder to purchase common shares, preferred shares or other Securities, as specified in the applicable prospectus supplement at the exercise price that the Company describes therein. Unless the Company otherwise specifies in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that it sets forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

The warrant indenture, if any, and the warrant certificate will specify that upon the subdivision, consolidation, reclassification or other material change of the underlying common shares, preferred shares or other Securities or any other reorganization, amalgamation, merger or sale of all or substantially all of the Company’s assets, the warrants will thereafter evidence the right of the holder to receive the securities, property or cash deliverable in exchange for or on the conversion of or in respect of the common shares, preferred shares or other Securities to which the holder of similar Securities of the Company would have been entitled immediately after such event. Similarly, any distribution to all or substantially all of the holders of common shares, preferred shares or other Securities of rights, options, warrants, evidences of indebtedness or assets will result in an adjustment in the number of common shares, preferred shares or other Securities, as the case may be, to be issued to holders of warrants.

Prior to the exercise of any warrants, holders of the warrants will not have any of the rights of holders of the underlying securities of the Company, including the right to receive payments of dividends, if any, on the underlying securities of the Company, or to exercise any applicable right to vote.

DESCRIPTION OF UNITS

The Company may issue units comprised of one or more of the other Securities that may be offered under this prospectus, in any combination. The following information, together with the additional information the Company may include in any applicable prospectus supplements, summarizes the material terms and provisions of any such the units that it may offer under this prospectus. While the information below will apply generally to any units that the Company may offer under this prospectus, the Company will describe the particular terms of any series of units in detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the general terms described below.

The Company may file the form of unit agreement, if any, between the Company and a unit agent that describes the terms and conditions of the series of units the Company is offering, and any supplemental agreements, concurrently with the filing of the applicable prospectus supplement under which such series of units are offered. This summary is subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement, if any, and any supplemental agreements applicable to a particular series of units. The Company urges you to read the applicable prospectus supplements related to the particular series of units that it sells under this prospectus, as well as the complete unit agreement, if any, and any supplemental agreements that contain the terms of the units.

The Company may issue units comprising one or more of common shares, preferred shares, subscription receipts or warrants 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, under which a unit may be issued, if any, may provide that the Securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The Company will describe in the applicable prospectus supplement the terms of the series of units.

The provisions described in this section, as well as those described under “Description of Share Capital”, “Description of Subscription Receipts” and “Description of Warrants” will apply to each unit and to any common share, preferred share, subscription receipt or warrant included in each unit, respectively.

The Company may issue units in such amounts and in numerous distinct series as it determines.

RISK FACTORS

Medicenna’s business is subject to uncertainties and risks. You should carefully consider and evaluate all of the information included and incorporated by reference in this prospectus, including the risk factors incorporated by reference from Medicenna’s Annual Report on Form 20-F for the fiscal year ended March 31, 2022, and from time to time in Medicenna’s other filings with the SEC, including any applicable prospectus supplement. Medicenna encourages you to read these risk factors in their entirety before purchasing the Securities offered hereby. If any event arising from these risks occurs, or if any event arising from other risks and uncertainties not presently known to Medicenna or that Medicenna currently deems immaterial occurs, our business, prospects, financial condition, results of operations or cash flows could be materially adversely affected. This could cause the trading price of Medicenna’s common shares to decline, perhaps significantly, and investors may lose part or all of their investment.

In addition to the foregoing, our business relies, to a certain extent, on free movement of goods, services and capital from around the world, which has been impacted as a result of COVID-19. We have implemented a response designed to maintain our operations despite the outbreak of the virus. However, we may experience direct or indirect impacts from the pandemic, including delays in the enrollment of new patients clinical studies. We may also have some risk that our contracting counterparties could fail to meet their obligations that may be required for the manufacturing of the our clinical drugs. Given the nature of the circumstances surrounding COVID-19, it is difficult to predict how significant the impact of COVID-19 Such developments could have an adverse effect on our business, financial condition, results of operations and cash flow.

In addition, risks relating to a particular offering of Securities will be set out in the prospectus supplement relating to such offering.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable prospectus supplement will describe certain U.S. federal income tax consequences of the acquisition, ownership and disposition of any Securities offered thereunder by an initial investor who is a U.S. person (within the meaning of the U.S. Internal Revenue Code).

The applicable prospectus supplement may also describe certain Canadian federal income tax consequences to an investor of acquiring any Securities offered thereunder, including, for investors who are non-residents of Canada, whether the payment of dividends or distributions, if any, on the Securities will be subject to Canadian non-resident withholding tax.

PLAN OF DISTRIBUTION

We may offer and sell Securities to or through underwriters or dealers and also may sell Securities directly to purchasers or through agents. The Securities may be offered and sold in the United States and elsewhere where permitted by law.

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.

If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale or at prices to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution and which may include sales of our common shares in transactions that are deemed to be “at-the-market” distributions, including sales made directly on the Nasdaq or other existing trading markets for our common shares outside Canada, and as may be set forth in an accompanying prospectus supplement. If Securities are offered on a non-fixed price basis, the underwriters’, dealers’ or agents’ compensation will be increased or decreased by the amount by which the aggregate price paid for Securities by the purchasers exceeds or is less than the gross proceeds paid to us by the underwriters, dealers or agents.

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

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 concessions or commissions. Underwriters, dealers and agents that participate in the distribution of Securities may be deemed to be underwriters and any commissions received by them from us and any profit on the resale of Securities by them may be deemed to be underwriting commissions under the United States Securities Act of 1933, as amended (the “Securities Act”).

The applicable prospectus supplement will also set forth the terms of the offering relating to particular Securities, including to the extent applicable, the initial offering price, our proceeds from the offering, the underwriting concessions or commissions, and any other discounts or concessions to be allowed or reallowed to dealers. Underwriters with respect to the particular Securities sold to or through underwriters will be named in the prospectus supplement relating to such Securities.

Under agreements which may be entered into by us, underwriters, dealers and agents who participate in the distribution of Securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, or to contributions with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers and agents 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 preferred shares, subscription receipts, warrants or units will be a new issue of securities with no established trading market. Unless otherwise specified in a prospectus supplement, the preferred shares, subscription receipts, warrants or units will not be listed on any securities exchange or on any automated dealer quotation system. This may affect the pricing of the preferred shares, subscription receipts, warrants or units in the secondary market, the transparency and availability of trading prices, the liquidity of the preferred shares, subscription receipts, warrants or units and the extent of issuer regulation. Certain broker-dealers may make a market in the preferred shares, subscription receipts, warrants or units, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot assure you that any broker-dealer will make a market in the preferred shares, subscription receipts, warrants or units of any series or as to the liquidity of the trading market, if any, for such securities.

LEGAL MATTERS

Unless otherwise indicated in any supplement to this prospectus, certain legal matters with respect to U.S. law will be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. Unless otherwise indicated in any supplement to this prospectus, certain legal matters with respect to Canadian law, including in connection with the validity of the offered securities, will be passed upon for us by McCarthy Tétrault LLP, Toronto, Ontario. Additional legal matters may be passed upon for any underwriters, dealers or agents by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of Medicenna Therapeutics Corp. included in our Annual Report on Form 20-F for the year ended March 31, 2022, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm as set forth in their report, thereon, included therein, and incorporated herein by reference in this prospectus and elsewhere in the registration statement of which this prospectus forms a part. Such consolidated financial statements are incorporated herein by reference in reliance upon such report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements) given on the authority of such firm as experts in accounting and auditing.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a corporation incorporated under and governed by the CBCA. Some of our officers and directors are Canadian residents, and many of our assets or the assets of our officers and directors 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 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 officers and directors under the United States federal securities laws. In addition, there is doubt as to whether an original action could be brought in Canada against us or our directors or officers based solely upon U.S. federal or state securities laws and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions of U.S. federal or state securities laws.

EXPENSES

The following is a statement of the estimated expenses, other than any underwriting discounts and commissions, that we expect to incur in connection with the issuance and distribution of the Securities registered under this Registration Statement:

SEC registration fee	US$	11,020
FINRA filing fee	US$	15,500
Printing expenses		*
Legal fees and expenses		*
Accountants’ fees and expenses		*
Miscellaneous		*

Total	US$	*

Information regarding the issuance and distribution of the Securities is not currently known, and will be provided in an applicable prospectus supplement.

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy or sell these securities in any jurisdiction where the offer or sale is not permitted. These securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective.

Subject to completion, dated February 17, 2023

PROSPECTUS SUPPLEMENT

(To prospectus dated , 2023)

MEDICENNA THERAPEUTICS CORP.

Up to US$10,000,000

Common Shares

We have entered into a sales agreement (“Sales Agreement“) with Oppenheimer and Co. Inc. (“Oppenheimer”), dated February 17, 2023, relating to the sale of our common shares from time to time offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell our common shares having an aggregate offering price of up to US$10.0 million from time to time through Oppenheimer, acting as our sales agent.

Our common shares are listed on the Toronto Stock Exchange (the “TSX”) and on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “MDNA”. On February 16, 2023, the last trading day before the date of this prospectus supplement, the closing price of the common shares on the TSX was C$0.88 per common share, and the closing price of the common shares on the Nasdaq was US$0.65 per common share. The TSX has conditionally approved the listing of the common shares issuable pursuant to the Sales Agreement, subject to the Company fulfiling all of the listing requirements of the TSX.

Sales of our common shares, if any, under this prospectus supplement may be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Oppenheimer is not required to sell any specific number or amount of our common shares, but will act as our sales agent using commercially reasonable efforts, consistent with its normal trading and sales practices on mutually agreed terms between Oppenheimer and us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

No sales of our common shares under this prospectus supplement will be made in Canada, to anyone known by the sales agent to be a resident of Canada or over or through the facilities of the TSX or any other exchange or market in Canada.

Oppenheimer will receive from us a commission equal to 3.0% of the gross sales price of all shares sold through it under the Sales Agreement. In connection with the sale of common shares on our behalf, Oppenheimer may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Oppenheimer may be deemed to be underwriting commissions or discounts.

Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities in a public primary offering with a value exceeding more than one-third of the aggregate market value of our common shares held by non-affiliates in any 12-month period as long as the aggregate market value of our outstanding common shares held by non-affiliates is less than US$75 million. On February 2, 2023, the closing price for our common shares on Nasdaq was $0.78 per share. As of February 2, 2023, the aggregate market value of our outstanding common shares held by non-affiliates was approximately US$41.6 million based on 69,637,469 outstanding common shares, of which approximately 53,298,769 common shares were held by non-affiliates. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.

An investment in our securities involves a high degree of risk. Please read “Risk Factors” on page S-8 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Oppenheimer & Co.

The date of this prospectus supplement is , 2023.

TABLE OF CONTENTS

Page

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT	S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-2
PROSPECTUS SUPPLEMENT SUMMARY	S-5
THE OFFERING	S-7
RISK FACTORS	S-8
USE OF PROCEEDS	S-10
DILUTION	S-11
PLAN OF DISTRIBUTION	S-12
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	S-13
LEGAL MATTERS	S-20
EXPERTS	S-20
ENFORCEABILITY OF CIVIL LIABILITIES	S-20
WHERE YOU CAN FIND MORE INFORMATION	S-20
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	S-20

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”), utilizing a “shelf” registration process. Under the shelf registration process, we may from time to time sell common shares representing our common shares having an aggregate offering price of up to US$10.0 million under this prospectus supplement at prices and on terms to be determined by market conditions at the time of the offering.

Before buying any of the common shares that we are offering, we urge you to carefully read this prospectus supplement and all of the information incorporated by reference herein and therein, as well as the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” These documents contain important information that you should consider when making your investment decision.

We provide information to you about this offering of our common shares in two separate documents that are bound together: (1) this prospectus supplement, which describes the specific details regarding this offering; and (2) the accompanying base prospectus, which provides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents combined. If information in this prospectus supplement is inconsistent with the accompanying base prospectus, you should rely on this prospectus supplement. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in any document incorporated by reference in this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement. Neither we nor Oppenheimer have authorized anyone to provide any information or to make any representations other than those contained in this prospectus supplement and the accompanying prospectus, the documents incorporated by reference herein or therein or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We are not, and Oppenheimer is not, making an offer to sell these securities in any jurisdiction where the offer or sale thereof is not permitted. We are not offering to sell, or seeking offers to buy, common shares in Canada, to anyone known by the sales agent to be a resident of Canada or over or through the facilities of the TSX or any other exchange or market in Canada. The distribution of this prospectus and the offering of common shares in certain jurisdictions may be restricted by law. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference is accurate only as of the respective dates of the applicable documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

Market data and certain industry forecasts used in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation as to the accuracy of such information.

Unless otherwise indicated in this prospectus supplement and the accompanying prospectus all dollar amounts and references to “$” or “US$” are to U.S. dollars and references to “C$” are to Canadian dollars. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain translations of some Canadian dollar amounts into U.S. dollars solely for your convenience. On February 16, 2023, the Bank of Canada daily rate of exchange was US$1.00 = C$1.3439.

In this prospectus supplement and the accompanying prospectus, unless the context otherwise requires, references to “we,” “us,” “our” or similar terms, as well as references to “Medicenna” or the “Company,” refer to Medicenna Therapeutics Corp., either alone or together with our subsidiaries.

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein include references to trade names and trade-marks of other companies, which trade names and trade-marks are the property of their respective owners.

S-1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, contain certain statements that are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act and applicable securities laws. All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate”, “believe”, “expect”, “estimate”, “may”, “will”, “could”, “leading”, “intend”, “contemplate”, “shall” and similar expressions are generally intended to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Examples of such forward-looking statements include, but are not limited to:

the timely completion of the milestones related to the MDNA11 ABILITY Study (as defined below);

the impact of delays on clinical data;

a potential strategic partnership to facilitate bizaxofusp’s further development and commercialization; and

the use of proceeds from this offering.

By its nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions, forecasts, projections or other forward-looking statements will not occur. In evaluating forward-looking statements, readers should specifically consider various factors, including the risks outlined under the heading “Risk Factors” in this prospectus supplement and in the documents incorporated by reference herein. Some of these risks and assumptions include, among others: