ONCR / Oncorus, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Онкорус, Инк.
US ˙ OTCPK ˙ US68236R1032
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 1671818
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Oncorus, Inc.
SEC Filings (Chronological Order)
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August 7, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

August 3, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39575 Oncorus, Inc. (Exact name of registrant as specified in its

August 3, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

August 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

July 28, 2023 DEFA14A

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

July 28, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number

July 19, 2023 RW

ONCORUS, INC. 4 Corporate Drive Andover, MA 01810 (339) 240-3330

RW ONCORUS, INC. 4 Corporate Drive Andover, MA 01810 (339) 240-3330 July 19, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Re: Oncorus, Inc. – Request for Withdrawal of Registration Statement on Form S-3 (File No. 333-260718) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amen

July 19, 2023 S-8 POS

As filed with the Securities and Exchange Commission on July 19, 2023

As filed with the Securities and Exchange Commission on July 19, 2023 Registration No.

July 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number

July 19, 2023 S-8 POS

As filed with the Securities and Exchange Commission on July 19, 2023

As filed with the Securities and Exchange Commission on July 19, 2023 Registration No.

July 19, 2023 S-8 POS

As filed with the Securities and Exchange Commission on July 19, 2023

As filed with the Securities and Exchange Commission on July 19, 2023 Registration No.

July 19, 2023 S-8 POS

As filed with the Securities and Exchange Commission on July 19, 2023

As filed with the Securities and Exchange Commission on July 19, 2023 Registration No.

June 26, 2023 EX-99.1

Hilco Streambank Seeks Offers to Acquire Patent Portfolio of Biopharmaceutical Company Oncorus Bids due July 7, 2023

Exhibit 99.1 Hilco Streambank Seeks Offers to Acquire Patent Portfolio of Biopharmaceutical Company Oncorus Bids due July 7, 2023 New York, New York, June 26, 2023: Hilco Streambank (www.HilcoStreambank.com), a leading intellectual property advisory firm specializing in the valuation and monetization of intangible assets, announced that it is seeking offers to acquire the intangible and related as

June 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number

June 23, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

June 12, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

June 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 08, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number

June 7, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 06, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number

June 7, 2023 EX-2.1

PLAN OF LIQUIDATION AND DISSOLUTION OF ONCORUS, INC.

PLAN OF LIQUIDATION AND DISSOLUTION OF ONCORUS, INC. This Plan of Liquidation and Dissolution (the “Plan”) is intended to accomplish the complete liquidation and dissolution Oncorus, Inc., a Delaware corporation (the “Company”), in accordance with Section 281(b) of the General Corporation Law of the State of Delaware (the “DGCL”). 1. Approval of Plan. The Board of Directors of the Company (the “Bo

June 1, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 1, 2023 EX-99.1

Oncorus Announces Workforce Reduction Plan

Exhibit 99.1 Oncorus Announces Workforce Reduction Plan Andover, Mass., June 1, 2023 – Oncorus, Inc. (Nasdaq: ONCR), an RNA medicines company focused on developing intravenously administered, self-amplifying RNA to transform outcomes for cancer patients, today announced that, in response to challenges associated with raising additional capital and pursuing strategic alternatives to secure addition

May 22, 2023 EX-99.1

Oncorus Reports First Quarter 2023 Financial Results and Provides Business Updates

Exhibit 99.1 Oncorus Reports First Quarter 2023 Financial Results and Provides Business Updates • IND submission for ONCR-021 still planned for mid-2023, subject to receipt of additional funding • Ended the quarter with $45.0 million in cash, cash equivalents and investments Andover, Mass., May 22, 2023 – Oncorus, Inc. (Nasdaq: ONCR), an RNA medicines company focused on developing intravenously ad

May 22, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 22, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39575 ONCORUS, INC.

May 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-Q 1 formnt10-q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER: 001-39575 CUSIP NUMBER: 68236R103 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tran

May 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 02, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

May 1, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-3

March 24, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39575 G ONCORUS, INC.

March 24, 2023 S-8

As filed with the Securities and Exchange Commission on March 24, 2023

As filed with the Securities and Exchange Commission on March 24, 2023 Registration No.

March 24, 2023 EX-10

Second Amendment to License Agreement by and between the registrant and Northwestern University, dated as of December 6, 2022

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

March 24, 2023 EX-10

Fourth Amendment to Lease Agreement by and between the registrant and IQHQ-4 Corporate, LLC, dated as of December 14, 2022

Exhibit 10.29 FOURTH AMENDMENT TO LEASE (Innovation Park) THIS FOURTH AMENDMENT TO LEASE (“Fourth Amendment”) is made and entered into as of the 14th day of December, 2022 (“Effective Date”), by and between IQHQ‑4 CORPORATE, LLC, a Delaware limited liability company (“Landlord”) and ONCORUS, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant entered into that certain Lease Ag

March 24, 2023 EX-99

Oncorus Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Updates

Exhibit 99.1 Oncorus Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Updates • Reprioritized product portfolio to focus on IV-administered, self-amplifying RNA medicines • On track to submit IND for ONCR-021 in mid-2023 • Preclinical data featured in Nature Communications support self-amplifying RNA platform and promise of repeat IV-administration • Ended the quar

March 24, 2023 EX-FILING FEES

Calculation of Filing Fee Tables Form S-8 (Form Type) Oncorus, Inc. (Exact name of Registrant as Specified in its Charter)

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Oncorus, Inc. (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity 2020 Equity Incen

March 24, 2023 EX-10

License Agreement by and between the registrant and NOF Corporation, dated as of October 31, 2022

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

March 24, 2023 EX-10

Employment Agreement by and between the registrant and John M. Goldberg, M.D., dated as of February 11, 2022

Exhibit 10.13 ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), effective as of February 11, 2022 (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and John Goldberg, M.D. (the “Executive” and, together with the Company, the “Parties”), and amends and restates in its entirety th

March 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

March 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

March 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

February 14, 2023 SC 13G/A

ONCR / Oncorus Inc / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233236-22sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (the “Shares”) (Title of

February 13, 2023 SC 13G/A

ONCR / Oncorus Inc / CHI Advisors LLC - CHI ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 68236R 103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 2, 2023 SC 13G/A

ONCR / Oncorus Inc / Arkin Moshe - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 68236R103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

January 19, 2023 SC 13D/A

ONCR / Oncorus Inc / Flynn James E Activist Investment

SC 13D/A 1 e618206sc13da-oncorus.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 4)* Oncorus, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68236R103 (CUSIP Number)

January 17, 2023 SC 13D/A

ONCR / Oncorus Inc / Flynn James E Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 3)* Oncorus, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68236R103 (CUSIP Number) David Clark Elliot Press Deerfield Ma

January 3, 2023 SC 13D/A

ONCR / Oncorus Inc / Flynn James E Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 2)* Oncorus, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68236R103 (CUSIP Number) David Clark Elliot Press Deerfield Ma

December 22, 2022 SC 13D/A

ONCR / Oncorus Inc / Flynn James E Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13D-2(a) (Amendment No. 1)* Oncorus, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68236R103 (CUSIP Number) David Clark Elliot Press Deerfield Ma

November 30, 2022 EX-99.1

Oncorus Announces Portfolio Reprioritization to Focus on IV-Administered, Self-Amplifying RNA Medicines for Patients with Cancer

Exhibit 99.1 Oncorus Announces Portfolio Reprioritization to Focus on IV-Administered, Self-Amplifying RNA Medicines for Patients with Cancer – Company now focused on the development of ONCR-021, Oncorus’ lead self-amplifying RNA product candidate for non-small cell lung and other cancers; program remains on track for IND submission in mid-2023 - – Phase 1 clinical trial of ONCR-177 in patients wi

November 30, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 2, 2022 EX-99.1

Oncorus Reports Third Quarter 2022 Financial Results and Provides Business Updates

Exhibit 99.1 Oncorus Reports Third Quarter 2022 Financial Results and Provides Business Updates ? Additional clinical data from ONCR-177 surface lesion monotherapy and combination expansion cohorts expected in the fourth quarter of 2022 ? On track to submit IND for ONCR-021 in mid-2023 ? Completed construction phase of GMP-compliant manufacturing facility in Andover, MA ? Ended the quarter with $8

November 2, 2022 EX-10.2

Third Amendment to Lease Agreement by and between the registrant and IQHQ-4 Corporate, LLC, dated as of September 26, 2022

Exhibit 10.2 THIRD AMENDMENT TO LEASE (Innovation Park) THIS THIRD AMENDMENT TO LEASE (?Third Amendment?) is made and entered into as of the 26th day of September, 2022 (?Effective Date?), by and between IQHQ-4 CORPORATE, LLC, a Delaware limited liability company (?Landlord?) and ONCORUS, INC., a Delaware corporation (?Tenant?). R E C I T A L S: A. Landlord and Tenant entered into that certain Lea

November 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39575 ONCORUS, INC.

November 2, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 02, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 1, 2022 SC 13G

ONCR / Oncorus Inc / K2 HealthVentures Equity Trust LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 68236R103 (CUSIP Number) April 1, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

November 1, 2022 EX-99.1

Joint Filing Agreement

EX-99.1 EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, $0.0001 par value per share, of Oncorus, Inc., a Delaware corporation, and further agree that this Joint

September 14, 2022 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File N

September 14, 2022 EX-10.1

Second Amendment to Hampshire Street Lease by and between the registrant and BMR-Hampshire LLC, dated as of September 13, 2022

Exhibit 10.1 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this ?Amendment?) is entered into as of this 13th day of September, 2022, by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company (?Landlord?), and ONCORUS, INC., a Delaware corporation (?Tenant?). RECITALS A. WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of May 10, 2016 as amended by th

August 5, 2022 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Numb

August 4, 2022 EX-10.2

Employment Agreement by and between the registrant and Richard Wanstall, dated as of May 10, 2022

Exhibit 10.2 ONCORUS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), effective as of May 10, 2022 (the ?Effective Date?), is made by and among Oncorus, Inc., a Delaware corporation (the ?Company?) and Rick Wanstall (the ?Executive? and, together with the Company, the ?Parties?). WHEREAS, the Company desires to employ Executive as its Chief Financial Officer, and to enter in

August 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39575 ONCORUS, INC.

August 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 04, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Numb

August 4, 2022 EX-99.1

Oncorus Reports Second Quarter 2022 Financial Results and Provides Business Updates

Exhibit 99.1 Oncorus Reports Second Quarter 2022 Financial Results and Provides Business Updates ? Additional clinical data from ONCR-177 surface lesion monotherapy and combination expansion cohorts expected in second half of 2022 ? Company remains on track to submit IND for ONCR-021 in mid-2023 ? Ended quarter with $100.2 million in cash and cash equivalents to support next-generation viral immun

June 23, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number

June 23, 2022 EX-99.1

Oncorus Appoints Douglas Fambrough to Board of Directors - Former CEO of Dicerna brings deep expertise in RNA research, drug development, business development and financing-

Exhibit 99.1 Oncorus Appoints Douglas Fambrough to Board of Directors - Former CEO of Dicerna brings deep expertise in RNA research, drug development, business development and financing- CAMBRIDGE, Mass., June 23, 2022 ? Oncorus, Inc. (Nasdaq: ONCR), a viral immunotherapies company focused on driving innovation to transform outcomes for cancer patients, today announced the appointment of Douglas M

May 13, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 oncrdef14a-2022prox.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

May 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 04, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 4, 2022 EX-99.1

Oncorus Reports First Quarter 2022 Financial Results and Provides Business Updates

Exhibit 99.1 Oncorus Reports First Quarter 2022 Financial Results and Provides Business Updates ? Additional clinical data from ONCR-177 surface lesion monotherapy expansion and combination expansion cohorts expected in second half of 2022 ? Preclinical data presented for ONCR-021 and ONCR-788 at AACR Annual Meeting supports selectively self-amplifying vRNA/LNP immunotherapy platform; on track to

May 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39575 ONCORUS, INC.

April 29, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-3

April 29, 2022 EX-10.13

Employment Agreement by and between the registrant and John McCabe, dated as of October 6, 2020.

DocuSign Envelope ID: 3D3FBE8E-6F14-4EB0-A8F6-096964983446 Exhibit 10.13 ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the ?Agreement?), effective as of the IPO Closing Date (the ?Effective Date?), is made by and among Oncorus, Inc., a Delaware corporation (the ?Company?) and John McCabe (?Executive? and, together with the Company, the ?Par

April 29, 2022 EX-10.14

Consulting Agreement by and between the registrant and John McCabe, dated as of April 1, 2022.

Exhibit 10.14 ONCORUS, INC. CONSULTING AGREEMENT Effective Date: April 1, 2022 This Consulting Agreement (the ?Agreement?) is made as of the Effective Date set forth above by and between Oncorus, Inc. (?Client?) and John McCabe (?Consultant?). 1. Engagement of Services. Client may issue Project Assignments to Consultant in the form attached to this Agreement as Exhibit A (each, a ?Project Assignme

April 5, 2022 EX-10.1

Loan and Security Agreement, by and among the registrant, K2 HealthVentures LLC and Ankura Trust Company, LLC, dated as of April 1, 2022

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

April 5, 2022 EX-99.1

Oncorus Announces Debt Capital Facility with K2 HealthVentures with $20 Million Funded at Closing, Relocation of Corporate Headquarters and Extension of Cash Runway -Multiple tranche debt financing agreement provides Oncorus with access to up to $45

Exhibit 99.1 Oncorus Announces Debt Capital Facility with K2 HealthVentures with $20 Million Funded at Closing, Relocation of Corporate Headquarters and Extension of Cash Runway -Multiple tranche debt financing agreement provides Oncorus with access to up to $45 million- -Use of proceeds intended to support completion of a GMP-compliant manufacturing facility in Andover, MA and the clinical develo

April 5, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

April 5, 2022 EX-4.1

Warrant to Purchase Shares of Common Stock, by and between the registrant and K2 HealthVentures LLC, dated as of April 1, 2022

Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY U.S. STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM A

March 18, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

March 9, 2022 EX-10.10

Letter Agreement by and between the registrant and Mitchell Finer, Ph.D., dated as of January 25, 2022

Exhibit 10.10 January 25, 2022 Mitchell H. Finer, Ph.D. c/o MPM Capital 450 Kendall Street Cambridge, MA 02142 Re: Transition to Board Chairman Dear Dr. Finer: This letter memorializes the understanding between you, Mitchell H. Finer, Ph.D., and Oncorus, Inc. (the ?Company?) as of the date hereof (the ?Effective Date?) with respect to your transition from the role of Executive Chairman of the Comp

March 9, 2022 EX-10.25

Second Amendment to Lease Agreement by and between IQHQ-4 Corporate, LLC and the registrant, dated as of November 17, 2021

Exhibit 10.25 SECOND AMENDMENT TO LEASE (Innovation Park) THIS SECOND AMENDMENT TO LEASE (?Second Amendment?) is made and entered into as of the 17th day of November, 2021, by and between IQHQ?4 CORPORATE, LLC, a Delaware limited liability company (?Landlord?) and ONCORUS, INC., a Delaware corporation (?Tenant?). R E C I T A L S: A. Landlord and Tenant entered into that certain Lease Agreement ent

March 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 09, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

March 9, 2022 S-8

As filed with the Securities and Exchange Commission on March 9, 2022

As filed with the Securities and Exchange Commission on March 9, 2022 Registration No.

March 9, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Oncorus, Inc. (Exact name of Registrant as Specified in its Charter) Table 1 - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity 2020 Equity Incen

March 9, 2022 EX-99.1

Oncorus Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Business Updates

Oncorus Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Business Updates ? Data presented from ongoing Phase 1 clinical trial of ONCR-177 in multiple solid tumor indications at RP2D at SITC 2021 and preclinical studies of ONCR-GBM targeting brain cancer at IOVC 2021 ? Signed exclusive licensing agreement with Gaeta Therapeutics for use of locally delivered IL-12 via oncoly

March 9, 2022 EX-10.21

License Agreement by and between the registrant and Gaeta Therapeutics, Ltd., dated as of November 10, 2021

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

March 9, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39575 G ONCORUS, INC.

February 15, 2022 SC 13G/A

ONCR / Oncorus Inc / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 68236R 103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 15, 2022 EX-99.1

AGREEMENT

EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them.

February 14, 2022 SC 13G/A

ONCR / Oncorus Inc / CITADEL ADVISORS LLC - ONCORUS, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (the “Shares”) (Title of Class of Securities) 68236R103 (CUSIP Num

February 11, 2022 SC 13G/A

ONCR / Oncorus Inc / CHI Advisors LLC - CHI ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 68236R 103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

January 26, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Num

January 10, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Num

January 10, 2022 EX-99.1

Corporate Presentation January 2022 Viral Immunotherapies for Cancer NASDAQ: ONCR

Corporate Presentation January 2022 Viral Immunotherapies for Cancer NASDAQ: ONCR This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that reflect the current beliefs, expectations and assumptions of Oncorus, Inc.

December 2, 2021 SC 13G

ONCR / Oncorus Inc / Arkin Moshe - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 68236R103 (CUSIP Number) November 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

November 19, 2021 EX-99.1

The following table sets forth the estimated costs and expenses, other than sales commissions to the sales agent, payable by the registrant in connection with the sale of the securities being registered:

Exhibit 99.1 The registrant is filing this Exhibit 99.1 for the purpose of incorporating the information set forth herein by reference into the registration statement on Form S-3 (File No. 333-260718) that was filed by the registrant with the Securities and Exchange Commission on November 3, 2021 and became effective November 12, 2021. The following table sets forth the estimated costs and expense

November 19, 2021 EX-10.1

Open Market Sale AgreementSM by and between the registrant and Jefferies LLC, dated as of November 19, 2021

Exhibit 10.1 OPEN MARKET SALE AGREEMENT November 19, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Oncorus, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s common stock, pa

November 19, 2021 424B5

Up to $50,000,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-260718 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 12, 2021) Up to $50,000,000 Common Stock We entered into an Open Market Sale AgreementSM, or the Sales Agreement, with Jefferies LLC, or Jefferies, on November 19, 2021, relating to the sale of shares of our common stock, $0.0001 par value per share, offered by this pr

November 19, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2021 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 12, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 12, 2021 EX-99.1

Oncorus Reports Initial Safety, Tolerability, Immune Activation and Positive Clinical Response Data from its Ongoing Phase 1 Clinical Study of ONCR-177, its Lead Viral Immunotherapy Candidate, at SITC 2021

Exhibit 99.1 Oncorus Reports Initial Safety, Tolerability, Immune Activation and Positive Clinical Response Data from its Ongoing Phase 1 Clinical Study of ONCR-177, its Lead Viral Immunotherapy Candidate, at SITC 2021 ? ONCR-177 was well tolerated with no dose-limiting toxicities in the surface lesion dose escalation part of the first-in-human study in heavily pretreated patients with advanced, i

November 10, 2021 CORRESP

Oncorus, Inc. 50 Hampshire Street, Suite 401 Cambridge, Massachusetts 02139

Oncorus, Inc. 50 Hampshire Street, Suite 401 Cambridge, Massachusetts 02139 November 10, 2021 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jordan Nimitz Re: Oncorus, Inc. Registration Statement on Form S-3 (File No. 333-260718) Request for Acceleration of Effective Date Ladies & Gentlemen: In accordance w

November 9, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 09, 2021 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 9, 2021 EX-99.1

Oncorus Announces Details of Upcoming ONCR-177 Phase 1 Initial Clinical Data Presentation at the Society for Immunotherapy of Cancer’s (SITC) 2021 Annual Meeting -- Company to host conference call and webcast on Friday, November 12, 2021 at 8:30 a.m.

Exhibit 99.1 Oncorus Announces Details of Upcoming ONCR-177 Phase 1 Initial Clinical Data Presentation at the Society for Immunotherapy of Cancer?s (SITC) 2021 Annual Meeting - Company to host conference call and webcast on Friday, November 12, 2021 at 8:30 a.m. ET - CAMBRIDGE, Mass., November 9, 2021 ? Oncorus, Inc. (Nasdaq: ONCR), a viral immunotherapy company focused on driving innovation to tr

November 3, 2021 EX-99.1

Oncorus Reports Third Quarter 2021 Financial Results and Provides Business Updates

Exhibit 99.1 Oncorus Reports Third Quarter 2021 Financial Results and Provides Business Updates ? To report initial data from ongoing Phase 1 clinical trial of lead oncolytic Herpes Simplex Virus (oHSV) viral immunotherapy candidate, ONCR-177, in multiple solid tumor indications at the upcoming Society for Immunotherapy of Cancer?s (SITC) 36th Annual Meeting on November 12th ? Completed Pre-IND me

November 3, 2021 EX-4.9

Form of Preferred Stock Warrant Agreement and Warrant Certificate

Exhibit 4.9 ONCORUS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AgREEMENT DATED AS OF ONCORUS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between Oncorus, Inc., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and existing under the laws of [?] a

November 3, 2021 S-3

As filed with the Securities and Exchange Commission on November 3, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 3, 2021 Registration No.

November 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39575 ONCORUS, INC.

November 3, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 03, 2021 ONCORUS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 3, 2021 EX-4.10

Form of Debt Securities Warrant Agreement and Warrant Certificate

Exhibit 4.10 ONCORUS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ONCORUS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between Oncorus, Inc., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and existing under the laws of [?]

November 3, 2021 EX-4.8

Form of Common Stock Warrant Agreement and Warrant Certificate

Exhibit 4.8 ONCORUS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ONCORUS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between ONCORUS, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and existing under the laws of [?] and having

November 3, 2021 EX-4.6

Form of Indenture

Exhibit 4.6 Oncorus, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 8 Section 2.03

November 3, 2021 EX-10.1

Amended and Restated First Amendment to Lease Agreement by and between IQHQ-4 Corporate, LLC and the registrant, dated as of October 25, 2021

Exhibit 10.1 AMENDED AND RESTATED FIRST AMENDMENT TO LEASE (Innovation Park) THIS AMENDED AND RESTATED FIRST AMENDMENT TO LEASE (?First Amendment?) is made and entered into as of the 25th day of October, 2021, by and between IQHQ-4 CORPORATE, LLC, a Delaware limited liability company (?Landlord?) and ONCORUS, INC., a Delaware corporation (?Tenant?). R E C I T A L S: A. Landlord and Tenant entered

August 4, 2021 EX-99.1

Oncorus Reports Second Quarter 2021 Financial Results and Provides Business Highlights

Exhibit 99.1 Oncorus Reports Second Quarter 2021 Financial Results and Provides Business Highlights ? Continues to progress Phase 1 clinical trial of ONCR-177, company?s lead oncolytic Herpes Simplex Virus (oHSV) viral immunotherapy candidate; on track to report initial interim data in 4Q?21 ? Nominated company?s first intravenously (IV) administered Synthetic viral RNA (vRNA) immunotherapy candid

August 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d109445d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 Oncorus, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporatio

August 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39575 ONCORUS, INC.

July 29, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2021 Oncorus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction (Commission (IRS Employer of Incorporatio

July 29, 2021 EX-99.1

Oncorus Expands its Board with Appointment of Barbara Yanni — Former Merck executive brings extensive experience in corporate development, licensing and financial evaluation, and expertise advising clinical stage public biopharmaceutical companies —

Exhibit 99.1 Oncorus Expands its Board with Appointment of Barbara Yanni ? Former Merck executive brings extensive experience in corporate development, licensing and financial evaluation, and expertise advising clinical stage public biopharmaceutical companies ? CAMBRIDGE, Mass. ? July 29, 2021 ? Oncorus, Inc. (Nasdaq: ONCR), a clinical stage biopharmaceutical company developing next-generation vi

June 21, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 Oncorus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number

June 21, 2021 EX-99.1

Oncorus Appoints Eric Rubin, M.D. to its Board of Directors — Renowned academic and industry leader brings deep expertise in oncology translational research and drug development, including pioneering work at Merck on KEYTRUDA® (pembrolizumab) —

Exhibit 99.1 Oncorus Appoints Eric Rubin, M.D. to its Board of Directors ? Renowned academic and industry leader brings deep expertise in oncology translational research and drug development, including pioneering work at Merck on KEYTRUDA? (pembrolizumab) ? CAMBRIDGE, Mass. ? June 17, 2021 ? Oncorus, Inc. (Nasdaq: ONCR), a clinical stage biopharmaceutical company developing next-generation viral i

June 15, 2021 EX-99.1

Oncorus to Host Investor Day Featuring its IV-Administered Synthetic Viral RNA (vRNA) Immunotherapy Platform and Lead Synthetic vRNA Product Candidates

Oncorus to Host Investor Day Featuring its IV-Administered Synthetic Viral RNA (vRNA) Immunotherapy Platform and Lead Synthetic vRNA Product Candidates ? Virtual event will take place on June 21, 2021 from 1:00 ? 2:30 p.

June 15, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 Oncorus, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number

May 27, 2021 EX-99.1

Oncorus Announces Nomination of its First IV-Administered Synthetic Viral RNA (vRNA) Immunotherapy Product Candidates, ONCR-021 and ONCR-788

Exhibit 99.1 Oncorus Announces Nomination of its First IV-Administered Synthetic Viral RNA (vRNA) Immunotherapy Product Candidates, ONCR-021 and ONCR-788 ? Pioneering Synthetic vRNA immunotherapies that are composed of self-amplifying vRNA encoding for oncolytic viruses encapsulated within lipid nanoparticles (LNPs) ? Novel approach engineered to produce a living immunostimulatory drug in the form

May 27, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 Oncorus, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 4, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39575 ONCORUS, INC.

May 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2021 Oncorus, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 4, 2021 EX-99.1

Oncorus Reports First Quarter 2021 Financial Results and Provides Business Highlights — Enrollment continues in Phase 1 clinical trial of lead oncolytic Herpes Simplex Virus (oHSV) viral immunotherapy candidate ONCR-177; initial interim data expected

EX-99.1 2 d356665dex991.htm EX-99.1 Exhibit 99.1 Oncorus Reports First Quarter 2021 Financial Results and Provides Business Highlights — Enrollment continues in Phase 1 clinical trial of lead oncolytic Herpes Simplex Virus (oHSV) viral immunotherapy candidate ONCR-177; initial interim data expected in 2H’21 — — Company plans to nominate first two intravenously (IV) administered synthetic viral RNA

April 28, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 28, 2021 DEF 14A

definitive proxy statement

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

April 6, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d651248d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 Oncorus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39575 47-3779757 (state or other jurisdiction of incorporatio

March 23, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d102478d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2021 Oncorus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39575 47-3779757 (state or other jurisdiction of incorporatio

March 10, 2021 EX-99.1

Oncorus Reports Fourth Quarter and Full Year 2020 Financial Results and Provides Business Highlights

EX-99.1 2 d54018dex991.htm EX-99.1 Exhibit 99.1 Oncorus Reports Fourth Quarter and Full Year 2020 Financial Results and Provides Business Highlights • 2020 marked year of notable progress for Oncorus. Key highlights included: • Transitioned to clinical-stage company with initiation of Phase 1 clinical trial of lead viral immunotherapy candidate, ONCR-177, for the treatment of solid tumors • Announ

March 10, 2021 EX-4.4

Description of Registrant’s Securities.

EX-4.4 2 oncr-ex44715.htm EX-4.4 Exhibit 4.4 DESCRIPTION OF ONCORUS, INC. COMMON STOCK The following description of the common stock of Oncorus, Inc., or the Company, is a summary and does not purport to be complete. This summary is qualified in its entirety by reference to the provisions of the Delaware General Corporation Law, or the DGCL, and the complete text of the Company’s amended and resta

March 10, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on March 10, 2021 Registration No.

March 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2021 Oncorus, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39575 47-3779757 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

March 10, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39575 ONCORUS, INC. (

March 2, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 68236R 103 (CUSIP N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 68236R 103 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

February 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 6

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Oncorus, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 68236R 103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

February 16, 2021 SC 13G/A

December 31, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Oncorus, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 68236R103 (CUSIP Number) December 31, 2020 Date of Event Which Requires Filing of the Statement Check the appropriate box to designat

February 16, 2021 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G/A filed herewith (and any amendments thereto), relating to the common stock of Oncorus, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersign

February 12, 2021 424B4

3,000,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252896 PROSPECTUS 3,000,000 Shares Common Stock We are offering 3,000,000 shares of common stock. Our common stock is listed on The Nasdaq Global Market under the symbol ?ONCR.? The closing price of our common stock on February 11, 2021, as reported by The Nasdaq Global Market, was $20.97 per share. We are an ?emerging growth

February 9, 2021 EX-10.12

Employment Agreement by and between the registrant and Steve Harbin, dated as of December 7, 2020

EX-10.12 Exhibit 10.12 ONCORUS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), which shall be effective as of December 7, 2020 subject to the appointment by the Company’s Board of Directors (the “Board”) of the Executive as the Company’s Chief Operating Officer and Chief of Staff (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Compan

February 9, 2021 CORRESP

-

Jefferies LLC 520 Madison Avenue New York, New York 10022 Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 Piper Sandler & Co. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 February 9, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Oncorus, Inc. Acceleration Request

February 9, 2021 EX-10.21

Lease Agreement by and between IQHQ-4 Corporate, LLC and the Company, dated as of December 29, 2020.

Exhibit 10.21 LEASE AGREEMENT BY AND BETWEEN IQHQ– 4 CORPORATE, LLC, a Delaware limited liability company, AS LANDLORD, AND ONCORUS, INC., a Delaware corporation, AS TENANT First Floors of Pod 4 and Pod 5 Plus a Portion of Ground Floor of Pod 5 Innovation Park TABLE OF CONTENTS Page ARTICLE 1 BASIC LEASE PROVISIONS 1 ARTICLE 2 TERM/PREMISES 5 ARTICLE 3 RENTAL 6 (a)   Basic Rental 6 (b)   Increase

February 9, 2021 S-1

Registration Statement - S-1

S-1 Table of Contents As filed with the Securities and Exchange Commission on February 9, 2021.

February 9, 2021 EX-1.1

Form of Underwriting Agreement.

EX-1.1 2 d54295dex11.htm EX-1.1 Exhibit 1.1 [•] Shares Oncorus, Inc. UNDERWRITING AGREEMENT [•], 2021 JEFFERIES LLC EVERCORE GROUP L.L.C. PIPER SANDLER & CO. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o EVERCORE GROUP L.L.C. 55 East 52nd Street New York, New York 10055 c/o PIPER SANDLER & CO. U.S. Bancorp Center 800 Nicollet Mall

February 9, 2021 CORRESP

-

ONCORUS, INC. 50 Hampshire Street, Suite 401 Cambridge, Massachusetts 02139 February 9, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Nudrat Salik Mr. Daniel Gordon Ms. Abby Adams Ms. Irene Paik RE: Oncorus, Inc. Registration Statement on Form S-1 File No. 333-252896 Ladies and Gentlemen: Oncorus, Inc. (the ?Registr

January 28, 2021 EX-10.12

ONCORUS, INC. EMPLOYMENT AGREEMENT

EX-10.12 Exhibit 10.12 ONCORUS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), which shall be effective as of December 7, 2020 subject to the appointment by the Company’s Board of Directors (the “Board”) of the Executive as the Company’s Chief Operating Officer and Chief of Staff (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Compan

January 28, 2021 EX-10.21

LEASE AGREEMENT BY AND BETWEEN IQHQ– 4 CORPORATE, LLC, a Delaware limited liability company, AS LANDLORD, ONCORUS, INC., a Delaware corporation, AS TENANT First Floors of Pod 4 and Pod 5 Plus a Portion of Ground Floor of Pod 5 Innovation Park

EX-10.21 Exhibit 10.21 LEASE AGREEMENT BY AND BETWEEN IQHQ– 4 CORPORATE, LLC, a Delaware limited liability company, AS LANDLORD, AND ONCORUS, INC., a Delaware corporation, AS TENANT First Floors of Pod 4 and Pod 5 Plus a Portion of Ground Floor of Pod 5 Innovation Park TABLE OF CONTENTS Page ARTICLE 1 BASIC LEASE PROVISIONS 1 ARTICLE 2 TERM/PREMISES 5 ARTICLE 3 RENTAL 6 (a)   Basic Rental 6 (b)   

January 28, 2021 DRS

-

DRS Table of Contents Confidential Treatment Requested by Oncorus, Inc. Pursuant To 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on January 27, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential. Registration Statement No. 333- UNITED STATES

January 4, 2021 EX-99.1

Oncorus to Build GMP Viral Immunotherapy Clinical Manufacturing Facility in Andover, Mass. — 88,000 square foot state-of-the-art facility will support Oncorus’ advancing, multi-product pipeline of intratumorally and intravenously administered viral i

EX-99.1 Exhibit 99.1 Oncorus to Build GMP Viral Immunotherapy Clinical Manufacturing Facility in Andover, Mass. — 88,000 square foot state-of-the-art facility will support Oncorus’ advancing, multi-product pipeline of intratumorally and intravenously administered viral immunotherapies – — Initial phase of site buildout anticipated to be completed in fourth quarter 2021 — — Company anticipates site

January 4, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2020 Oncorus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39575 47-3779757 (state or other jurisdiction of incorporation) (Commission File Nu

December 14, 2020 EX-99.1

Oncorus Appoints Scott Canute to its Board of Directors — Former Genzyme and Lilly executive brings broad industry expertise as Oncorus advances its viral immunotherapies pipeline and plans strategic operations and manufacturing scale-up —

EX-99.1 Exhibit 99.1 Oncorus Appoints Scott Canute to its Board of Directors — Former Genzyme and Lilly executive brings broad industry expertise as Oncorus advances its viral immunotherapies pipeline and plans strategic operations and manufacturing scale-up — CAMBRIDGE, Mass. – December 14, 2020 — Oncorus, Inc. (Nasdaq: ONCR), a clinical stage biopharmaceutical company developing next-generation

December 14, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2020 Oncorus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39575 47-3779757 (state or other jurisdiction of incorporation) (Commission Fil

December 7, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2020 Oncorus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39575 47-3779757 (state or other jurisdiction of incorporation) (Commission File

December 7, 2020 EX-99.1

Oncorus Appoints Steve Harbin as Chief Operating Officer and Chief of Staff — Former Moderna executive and industry veteran brings diverse operational expertise as Oncorus plans buildout of its manufacturing capabilities to support its viral immunoth

EX-99.1 Exhibit 99.1 Oncorus Appoints Steve Harbin as Chief Operating Officer and Chief of Staff — Former Moderna executive and industry veteran brings diverse operational expertise as Oncorus plans buildout of its manufacturing capabilities to support its viral immunotherapy pipeline — CAMBRIDGE, Mass. – December 7, 2020 — Oncorus, Inc. (Nasdaq: ONCR), a clinical stage biopharmaceutical company d

November 12, 2020 EX-10.1

2020 Equity Incentive Plan.

EX-10.1 Exhibit 10.1 ONCORUS, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 15, 2020 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 25, 2020 TABLE OF CONTENTS Page 1. General 1 2. Shares Subject to the Plan 1 3. Eligibility and Limitations 2 4. Options and Stock Appreciation Rights 3 5. Awards Other Than Options and Stock Appreciation Rights 7 6. Adjustments upon Changes in

November 12, 2020 10-Q

Quarterly Report - 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39575 ONCORUS, INC.

November 12, 2020 EX-10.2

2020 Employee Stock Purchase Plan.

EX-10.2 Exhibit 10.2 ONCORUS, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 15, 2020 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 25, 2020 IPO DATE: OCTOBER 1, 2020 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock.

November 12, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2020 Oncorus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39575 47-3779757 (state or other jurisdiction of incorporation) (Commission Fil

November 12, 2020 EX-99.1

Oncorus Reports Third Quarter 2020 Financial Results and Provides Business Highlights — Received $98.4 million in aggregate gross proceeds in October from initial public offering — — Initiated Phase 1 clinical trial of lead viral immunotherapy candid

EX-99.1 Exhibit 99.1 Oncorus Reports Third Quarter 2020 Financial Results and Provides Business Highlights — Received $98.4 million in aggregate gross proceeds in October from initial public offering — — Initiated Phase 1 clinical trial of lead viral immunotherapy candidate, ONCR-177, for the treatment of solid tumors — — Announced clinical trial collaboration with Merck to evaluate combination of

October 21, 2020 SC 13D

ONCR / Oncorus, Inc. / MPM BioVentures 2014, L.P. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Oncorus, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 68236R103 (CUSIP Number) Ansbert Gadicke MPM Asset Management 450 Kendall Street Cambridge, MA 01242 Telephone: (617) 425-9200 (Name, Address and Telephone Number of Person

October 21, 2020 EX-99.C

Joint Filing Statement

EX-99.C Exhibit C Joint Filing Statement I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the beneficial ownership by the undersigned of the equity securities of Oncorus, Inc. is filed on behalf of each of the undersigned. Date: October 20, 2020 MPM BIOVENTURES 2014, L.P. By: MPM BioVentures 2014 GP LLC, its General Partner By:

October 16, 2020 SC 13D

ONCR / Oncorus, Inc. / Flynn James E Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. )* Oncorus, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68236R103 (CUSIP Number) David Clark Elliot Press Deerfield Man

October 16, 2020 EX-99.1

Joint Filing Agreement dated as of October 16, 2020 by and among the Reporting Persons.*

Exhibit 99.1 The undersigned agree that this Schedule 13D, and all amendments thereto, relating to the Common Stock of Oncorus, Inc. shall be filed on behalf of the undersigned. DEERFIELD MGMT III, L.P. By: J.E. Flynn Capital III, LLC, General Partner By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact DEERFIELD PRIVATE DESIGN FUND III, L.P. By: Deerfield Mgmt III, L.P., General Pa

October 13, 2020 SC 13G

ONCR / Oncorus, Inc. / CITADEL ADVISORS LLC - SC 13G Passive Investment

SC 13G 1 tm2033088d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Oncorus, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 68236R103 (CUSIP Number) October 2, 2020 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to whi

October 13, 2020 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Oncorus, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned

October 9, 2020 S-8

Form S-8

S-8 As filed with the Securities and Exchange Commission on October 9, 2020 Registration No.

October 9, 2020 EX-4.9

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement for the 2020 Equity Incentive Plan.

EX-4.9 2 d42675dex49.htm EX-4.9 Exhibit 4.9 ONCORUS, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Oncorus, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). The Award is subject

October 6, 2020 EX-3.2

Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-39575), filed with the SEC on October 6, 2020).

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ONCORUS, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting. 1 Section 6. Special Meetings. 5 Section 7. Notice of Meeti

October 6, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2020 Oncorus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39575 47-3779757 (state or other jurisdiction of incorporation) (Commission File

October 6, 2020 EX-3.1

Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39575), filed with the SEC on October 6, 2020).

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONCORUS, INC. Theodore Ashburn, M.D., Ph.D. hereby certifies that: ONE: The original date of filing the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was April 1, 2015. TWO: He is the duly elected and acting Chief Executive Officer and President of ONCORUS, INC., a D

October 2, 2020 424B4

5,800,000 Shares Common Stock

424B4 Table of Contents Pursuant to Rule 424(b)(4) Registration No. 333-248757 PROSPECTUS 5,800,000 Shares Common Stock We are offering 5,800,000 shares of common stock. This is our initial public offering of our common stock. Prior to this offering, there has been no public market for our shares. The initial public offering price is $15.00 per share. Our common stock has been approved for listing

September 29, 2020 CORRESP

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CORRESP Jefferies LLC 520 Madison Avenue New York, New York 10022 Evercore Group L.

September 29, 2020 CORRESP

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CORRESP ONCORUS, INC. 50 Hampshire Street, Suite 401 Cambridge, Massachusetts 02139 September 29, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Nudrat Salik Mr. Daniel Gordon Ms. Abby Adams Ms. Irene Paik RE: Oncorus, Inc. Registration Statement on Form S-1 File No. 333-248757 Ladies and Gentlemen: Oncorus, Inc. (th

September 29, 2020 8-A12B

Form 8-A

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 Oncorus, Inc.

September 28, 2020 EX-10.6

Form of Stock Option Grant Notice and Option Agreement for the 2020 Equity Incentive Plan.

EX-10.6 Exhibit 10.6 ONCORUS, INC. 2020 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Oncorus, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice

September 28, 2020 EX-3.4

Form of Amended and Restated Bylaws, to be in effect upon closing of this offering.

EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ONCORUS, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting. 1 Section 6. Special Meetings. 5 Section 7. Notice of Meeti

September 28, 2020 EX-3.3

Form of Amended and Restated Certificate of Incorporation, to be in effect upon closing of this offering.

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONCORUS, INC. Theodore Ashburn, M.D., Ph.D. hereby certifies that: ONE: The original date of filing the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was April 1, 2015. TWO: He is the duly elected and acting Chief Executive Officer and President of ONCORUS, INC., a D

September 28, 2020 EX-10.21

Amended and Restated Employment Agreement by and between the Registrant and John McCabe, effective as of October 6, 2020 (incorporated herein by reference to Exhibit 10.21 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-248757), filed with the SEC on September 28, 2020).

EX-10.21 Exhibit 10.21 ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), effective as of the IPO Closing Date (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and John McCabe (“Executive” and, together with the Company, the “Parties”), and amends and restates in its entirety th

September 28, 2020 EX-10.20

Amended and Restated Employment Agreement by and between the registrant and Theodore (Ted) Ashburn, M.D., PhD., dated as of October 6, 2020.

EX-10.20 Exhibit 10.20 ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), effective as of the IPO Closing Date (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and Ted T. Ashburn, M.D., Ph.D. (“Executive” and, together with the Company, the “Parties”), and amends and restates in

September 28, 2020 EX-10.7

2020 Employee Stock Purchase Plan.

EX-10.7 Exhibit 10.7 ONCORUS, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 15, 2020 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 25, 2020 IPO DATE: , 2020 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan

September 28, 2020 EX-3.1

Fifth Amended and Restated Certificate of Incorporation, as amended and as presently in effect.

EX-3.1 Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Oncorus, Inc. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Oncorus, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name

September 28, 2020 EX-10.22

Employment Agreement by and between the registrant and Christophe Quéva, dated as of October 6, 2020.

EX-10.22 Exhibit 10.22 ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), effective as of the IPO Closing Date (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and Christophe Queva (“Executive” and, together with the Company, the “Parties”), and amends and restates in its entire

September 28, 2020 EX-1.1

Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Company’s Form S-1/A filed with the Securities and Exchange Commission on September 28, 2020)

EX-1.1 Exhibit 1.1 [●] Shares Oncorus, Inc. UNDERWRITING AGREEMENT [●], 2020 JEFFERIES LLC EVERCORE GROUP L.L.C. PIPER SANDLER & CO. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o EVERCORE GROUP L.L.C. 55 East 52nd Street New York, New York 10055 c/o PIPER SANDLER & CO. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55

September 28, 2020 EX-4.2

Form of Common Stock Certificate.

EX-4.2 Exhibit 4.2 .ZQ CERT# COY|CLS RGSTRY ACCT# TRANSTYPE RUN# TRANS# COMMON STOCK PAR VALUE $0.0001 COMMON STOCK Certificate Number ZQ00000000 THIS CERTIFIES THAT ONCORUS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr.

September 28, 2020 EX-10.5

2020 Equity Incentive Plan.

EX-10.5 Exhibit 10.5 ONCORUS, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 15, 2020 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 25, 2020 IPO DATE: , 2020 TABLE OF CONTENTS Page 1. General 1 2. Shares Subject to the Plan 1 3. Eligibility and Limitations 2 4. Options and Stock Appreciation Rights 3 5. Awards Other Than Options and Stock Appreciation Rights 7 6. Adjustment

September 28, 2020 CORRESP

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CORRESP Marc A. Recht VIA EDGAR + 1 617 937 2316 [email protected] September 28, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Nudrat Salik Mr. Daniel Gordon Ms. Abby Adams Ms. Irene Paik Re: Oncorus, Inc. Registration Statement on Form S-1 Filed September 11, 2020 File No. 333-248757 Ladies

September 28, 2020 S-1/A

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 28, 2020.

September 16, 2020 CORRESP

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CORRESP Marc A. Recht +1 617 937 2316 [email protected] *FOIA Confidential Treatment Request* Confidential Treatment Requested by Oncorus, Inc. in connection with Registration Statement on Form S-1 (File No. 333-248757) September 16, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Nudrat Salik

September 11, 2020 EX-10.9

Offer Letter by and between the registrant and John P. McCabe, dated as of July 25, 2019, as amended April 6, 2020.

EX-10.9 Exhibit 10.9 July 25, 2019 John P. McCabe, CPA, MBA Dear John: On behalf of Oncorus, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer. If accepted, this letter shall be held in escrow by the parties and shall become effect

September 11, 2020 EX-10.19

Hampshire Street Lease by and between the registrant and BMR-Hampshire LLC, dated as of May 10, 2016, as amended November 17, 2016.

EX-10.19 Exhibit 10.19 LEASE by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company and ONCORUS, INC., a Delaware corporation Table of Contents 1. Lease of Premises 1 2. Basic Lease Provisions 2 3. Term 4 4. Possession and Commencement Date 4 5. Condition of Premises 6 6. Rentable Area 7 7. Rent 8 8. Rent Adjustments 8 9. Operating Expenses and Laboratory Support Expenses 9 10. Tax

September 11, 2020 EX-4.3

Form of Common Stock Warrant Agreement.

EX-4.3 Exhibit 4.3 ONCORUS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ONCORUS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ONCORUS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and

September 11, 2020 EX-10.8

Employment Agreement by and between the registrant and Theodore (Ted) Ashburn, M.D., PhD., dated as of July 16, 2018, as amended November 14, 2018 and April 6, 2020.

EX-10.8 Exhibit 10.8 ONCORUS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), effective as of July 16, 2018 (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and Ted T. Ashburn, M.D., Ph.D. (“Executive” and, together with the Company, the “Parties”). WHEREAS, the Company desires to assure itself of the services of Executive by

September 11, 2020 EX-10.1

Form of Indemnification Agreement between the registrant and its directors and officers

EX-10.1 Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Oncorus, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate pr

September 11, 2020 EX-10.10

Offer Letter by and between the registrant and Christophe Quéva, dated as of August 23, 2017.

EX-10.10 Exhibit 10.10 August 23, 2017 Christophe Queva, PhD Dear Christophe: On behalf of Oncorus, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer: 1. You will be employed to serve on a full-time basis as Chief Scientific Office

September 11, 2020 CORRESP

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CORRESP Marc A. Recht + 1 617 937 2316 [email protected] VIA EDGAR September 11, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Nudrat Salik Mr. Daniel Gordon Ms. Abby Adams Ms. Irene Paik Re: Oncorus, Inc. Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted August 26, 2020 CIK No. 0001671818 Ladies

September 11, 2020 EX-10.4

Form of Restricted Stock Grant Notice and Restricted Stock Agreement for the 2016 Equity Incentive Plan, as amended.

EX-10.4 Exhibit 10.4 ONCORUS, INC. 2016 EQUITY INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE Oncorus, Inc. (“Company”), pursuant to its 2016 Equity Incentive Plan (“Plan”), issues to Participant, in exchange for Participant’s past or future services actually or to be rendered to the Company and such other applicable consideration specified below, the number of shares of Common Stock set forth below

September 11, 2020 EX-10.15

Non-Exclusive License Agreement by and between the registrant and The Washington University, dated as of July 7, 2016.

EX-10.15 Exhibit 10.15 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NON-EXCLUSIVE LICENSE AGREEMENT This Non-Exclusive License Agreement for Antibodies (“Agreement”) is made and entered into as of July 7, 2016 (the “Effective Date”) by and between: Th

September 11, 2020 S-1

Registration Statement - S-1

S-1 Table of Contents As filed with the Securities and Exchange Commission on September 11, 2020.

September 11, 2020 EX-10.18

Royalty Transfer Agreement by and among the registrant, MPM Foundation and UBS Foundation, dated as of March 31, 2016.

EX-10.18 Exhibit 10.18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ROYALTY TRANSFER AGREEMENT This Royalty Transfer Agreement (the “Agreement”) is made and entered into as of March 31, 2016 (the “Effective Date”), by and between Oncorus, Inc., a Dela

September 11, 2020 EX-3.2

Bylaws, as presently in effect.

EX-3.2 Exhibit 3.2 BYLAWS OF ONCORUS, INC. (A DELAWARE CORPORATION) BYLAWS OF ONCORUS, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business

September 11, 2020 EX-10.12

License Agreement by and between the registrant, Ospedale San Raffaele S.r.l. and Fondazione Telethon, dated as of December 22, 2015, as amended June 30, 2017

EX-10.12 Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT THIS LICENSE AGREEMENT (the “Agreement”) is made effective as of 22 December 2015 (the “Execution Date”) by and between Oncorus, Inc., a Delaware corporation having

September 11, 2020 EX-10.14

Biomaterials License Agreement by and between the registrant and the University of Pittsburgh, dated as of September 28, 2016.

EX-10.14 Exhibit 10.14 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. BIOMATERIALS LICENSE AGREEMENT This Agreement is made effective the 28th day of September, 2016 (the “Effective Date”), by and between the University of Pittsburgh - Of the Commonweal

September 11, 2020 EX-3.1

Fifth Amended and Restated Certificate of Incorporation, as amended and as presently in effect.

EX-3.1 Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Oncorus, Inc. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Oncorus, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name

September 11, 2020 EX-4.1

Third Amended and Restated Investors’ Rights Agreement by and among the registrant and certain of its stockholders, dated as of August 5, 2019, as amended November 18, 2019.

EX-4.1 Exhibit 4.1 ONCORUS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of August, 2019, by and among Oncorus, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and an

September 11, 2020 EX-10.13

Exclusive License Agreement by and between the registrant and the University of Pittsburgh, dated as of March 23, 2016, as amended June 30, 2016, November 4, 2016 and October 29, 2019.

EX-10.13 Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT This Agreement is made and entered into as of the 23 day of March, 2016 (“Effective Date”), by and between the University of Pittsburgh – Of the Commonweal

September 11, 2020 EX-10.17

License Agreement by and between the registrant and WuXi Biologics Ireland Limited, dated as of July 25, 2019.

EX-10.17 Exhibit 10.17 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT by and between WuXi Biologics Ireland Limited and Oncorus, Inc. July 25, 2019 LICENSE AGREEMENT This License Agreement (this “Agreement”) dated as of July 25, 2019 (

September 11, 2020 EX-10.11

Amended and Restated Employment Agreement by and between the registrant and Mitchell Finer, dated as of August 8, 2018, as amended November 14, 2018 and April 6, 2020.

EX-10.11 Exhibit 10.11 ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), effective as of August 8, 2018, (the “Effective Date”) is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and Mitchell Finer Ph.D. (“Executive” and, together with the Company, the “Parties”). WHEREAS, the Company has employed Execu

September 11, 2020 EX-10.16

License Agreement by and between the registrant and Northwestern University, dated as of December 11, 2018, amended as of September 26, 2019.

EX-10.16 Exhibit 10.16 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT This License Agreement (“Agreement”) made this eleventh day of December, 2018 (the “Effective Date”) by and between Northwestern University, an Illinois corporation

September 11, 2020 EX-10.2

2016 Equity Incentive Plan, as amended.

EX-10.2 Exhibit 10.2 ONCORUS, INC. 2016 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: March 31, 2016 APPROVED BY THE STOCKHOLDERS: March 31, 2016 TERMINATION DATE: March 31, 2026 1. GENERAL. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of the following types of

September 11, 2020 EX-10.3

Form of Stock Option Grant Notice and Option Agreement for the 2016 Equity Incentive Plan, as amended.

EX-10.3 Exhibit 10.3 ONCORUS, INC. STOCK OPTION GRANT NOTICE (2016 EQUITY INCENTIVE PLAN) ONCORUS, INC. (the “Company”), pursuant to its 2016 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this notice (this “Grant Not

August 26, 2020 DRS/A

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DRS/A Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 25, 2020.

August 25, 2020 DRSLTR

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DRSLTR Marc A. Recht + 1 617 937 2316 [email protected] VIA EDGAR August 25, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Nudrat Salik Mr. Daniel Gordon Ms. Abby Adams Ms. Irene Paik Re: Oncorus, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted July 29, 2020 CIK No. 0001671818 Ladies and G

July 29, 2020 EX-10.13

EXCLUSIVE LICENSE AGREEMENT

EX-10.13 Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT This Agreement is made and entered into as of the 23 day of March, 2016 (“Effective Date”), by and between the University of Pittsburgh – Of the Commonweal

July 29, 2020 DRS/A

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DRS/A Table of Contents As confidentially submitted to the Securities and Exchange Commission on July 29, 2020.

July 29, 2020 EX-10.11

ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.11 Exhibit 10.11 ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), effective as of August 8, 2018, (the “Effective Date”) is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and Mitchell Finer Ph.D. (“Executive” and, together with the Company, the “Parties”). WHEREAS, the Company has employed Execu

July 29, 2020 EX-10.8

ONCORUS, INC. EMPLOYMENT AGREEMENT

EX-10.8 Exhibit 10.8 ONCORUS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), effective as of July 16, 2018 (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and Ted T. Ashburn, M.D., Ph.D. (“Executive” and, together with the Company, the “Parties”). WHEREAS, the Company desires to assure itself of the services of Executive by

July 29, 2020 EX-4.3

ONCORUS, INC. , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF

EX-4.3 Exhibit 4.3 ONCORUS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ONCORUS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ONCORUS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and

July 29, 2020 EX-10.9

FIRST AMENDMENT TO OFFER LETTER

EX-10.9 Exhibit 10.9 July 25, 2019 John P. McCabe, CPA, MBA Dear John: On behalf of Oncorus, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer. If accepted, this letter shall be held in escrow by the parties and shall become effect

December 20, 2019 EX-10.19

LEASE by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company ONCORUS, INC., a Delaware corporation

EX-10.19 Exhibit 10.19 LEASE by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company and ONCORUS, INC., a Delaware corporation Table of Contents 1. Lease of Premises 1 2. Basic Lease Provisions 2 3. Term 4 4. Possession and Commencement Date 4 5. Condition of Premises 6 6. Rentable Area 7 7. Rent 8 8. Rent Adjustments 8 9. Operating Expenses and Laboratory Support Expenses 9 10. Tax

December 20, 2019 EX-4.1

ONCORUS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-4.1 Exhibit 4.1 ONCORUS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of August, 2019, by and among Oncorus, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and an

December 20, 2019 EX-3.2

BYLAWS ONCORUS, INC. (A DELAWARE CORPORATION)

EX-3.2 Exhibit 3.2 BYLAWS OF ONCORUS, INC. (A DELAWARE CORPORATION) BYLAWS OF ONCORUS, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business

December 20, 2019 EX-3.1

FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Oncorus, Inc. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

EX-3.1 Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Oncorus, Inc. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Oncorus, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name

December 20, 2019 DRS/A

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DRS/A Table of Contents As confidentially submitted to the Securities and Exchange Commission on December 20, 2019.

December 20, 2019 EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.1 Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Oncorus, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate pr

December 20, 2019 DRSLTR

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DRSLTR VIA EDGAR Marc A. Recht + 1 617 937 2316 [email protected] December 20, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Nudrat Salik Mr. Daniel Gordon Mr. Paul Fischer Ms. Irene Paik Re: Oncorus, Inc. Draft Registration Statement on Form S-1 Submitted on October 31, 2019 CIK No. 0001671818 Ladies and Gentlemen:

October 31, 2019 EX-10.15

NON-EXCLUSIVE LICENSE AGREEMENT

EX-10.15 Exhibit 10.15 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NON-EXCLUSIVE LICENSE AGREEMENT This Non-Exclusive License Agreement for Antibodies (“Agreement”) is made and entered into as of July 7, 2016 (the “Effective Date”) by and between: Th

October 31, 2019 EX-3.1

FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Oncorus, Inc. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

EX-3.1 Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Oncorus, Inc. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Oncorus, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name

October 31, 2019 EX-10.11

ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.11 Exhibit 10.11 ONCORUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), effective as of August 8, 2018, (the “Effective Date”) is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and Mitchell Finer Ph.D. (“Executive” and, together with the Company, the “Parties”). WHEREAS, the Company has employed Execu

October 31, 2019 EX-10.10

APPENDIX A Payments Subject to Section 409A

EX-10.10 Exhibit 10.10 August 23, 2017 Christophe Queva, PhD Dear Christophe: On behalf of Oncorus, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer: 1. You will be employed to serve on a full-time basis as Chief Scientific Office

October 31, 2019 EX-10.18

ROYALTY TRANSFER AGREEMENT

EX-10.18 Exhibit 10.18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ROYALTY TRANSFER AGREEMENT This Royalty Transfer Agreement (the “Agreement”) is made and entered into as of March 31, 2016 (the “Effective Date”), by and between Oncorus, Inc., a Dela

October 31, 2019 EX-10.14

BIOMATERIALS LICENSE AGREEMENT

EX-10.14 Exhibit 10.14 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. BIOMATERIALS LICENSE AGREEMENT This Agreement is made effective the 28th day of September, 2016 (the “Effective Date”), by and between the University of Pittsburgh - Of the Commonweal

October 31, 2019 EX-10.16

LICENSE AGREEMENT

Exhibit 10.16 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT This License Agreement (?Agreement?) made this eleventh day of December, 2018 (the ?Effective Date?) by and between Northwestern University, an Illinois corporation having a

October 31, 2019 EX-10.17

LICENSE AGREEMENT by and between WuXi Biologics Ireland Limited Oncorus, Inc. July 25, 2019

EX-10.17 Exhibit 10.17 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT by and between WuXi Biologics Ireland Limited and Oncorus, Inc. July 25, 2019 LICENSE AGREEMENT This License Agreement (this “Agreement”) dated as of July 25, 2019 (

October 31, 2019 EX-10.13

EXCLUSIVE LICENSE AGREEMENT

EX-10.13 Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT This Agreement is made and entered into as of the 23 day of March, 2016 (“Effective Date”), by and between the University of Pittsburgh – Of the Commonweal

October 31, 2019 EX-10.9

APPENDIX A Payments Subject to Section 409A

EX-10.9 Exhibit 10.9 September 7, 2018 Dear John: On behalf of Oncorus, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer: 1. You will be employed to serve on a full-time basis as Senior Vice President, Clinical Development effecti

October 31, 2019 EX-10.3

ONCORUS, INC. STOCK OPTION GRANT NOTICE (2016 EQUITY INCENTIVE PLAN)

EX-10.3 Exhibit 10.3 ONCORUS, INC. STOCK OPTION GRANT NOTICE (2016 EQUITY INCENTIVE PLAN) ONCORUS, INC. (the “Company”), pursuant to its 2016 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this notice (this “Grant Not

October 31, 2019 EX-10.12

LICENSE AGREEMENT

EX-10.12 Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT THIS LICENSE AGREEMENT (the “Agreement”) is made effective as of 22 December 2015 (the “Execution Date”) by and between Oncorus, Inc., a Delaware corporation having

October 31, 2019 EX-10.4

ONCORUS, INC. 2016 EQUITY INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE

EX-10.4 Exhibit 10.4 ONCORUS, INC. 2016 EQUITY INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE Oncorus, Inc. (“Company”), pursuant to its 2016 Equity Incentive Plan (“Plan”), issues to Participant, in exchange for Participant’s past or future services actually or to be rendered to the Company and such other applicable consideration specified below, the number of shares of Common Stock set forth below

October 31, 2019 EX-10.2

ONCORUS, INC. 2016 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: March 31, 2016 APPROVED BY THE STOCKHOLDERS: March 31, 2016 TERMINATION DATE: March 31, 2026

EX-10.2 Exhibit 10.2 ONCORUS, INC. 2016 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: March 31, 2016 APPROVED BY THE STOCKHOLDERS: March 31, 2016 TERMINATION DATE: March 31, 2026 1. GENERAL. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of the following types of

October 31, 2019 DRS

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DRS Table of Contents As confidentially submitted to the Securities and Exchange Commission on October 31, 2019.

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