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~~June 2906, 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)	(IRS Employer Identification No.)

4 Corporate Drive
Andover, Massachusetts		01810
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (339) 240-3330

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	ONCR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.05 Costs Associated with Exit or Disposal Activities.

On May 29, 2023, the Board of Directors (the "Board") of Oncorus, Inc. (the "Company") approved a plan to reduce its workforce by 55 employees, representing substantially all of the Company's headcount (the "Workforce Reduction"), in order to preserve cash resources. The Company plans to retain certain employees and contractors who are expected to remain with the Company to assist with its exploration of strategic alternatives. The Company estimates that it will incur aggregate charges in connection with the Workforce Reduction of approximately $2.6 million, which relate to severance payments, benefits and related costs, primarily during the quarter ending June 30, 2023. The Workforce Reduction is expected to be completed by August 2023.

The estimates of the charges and expenditures that the Company expects to incur in connection with the Workforce Reduction, and the timing thereof, are subject to several assumptions and the actual amounts incurred may differ materially from these estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Workforce Reduction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InOfficer connection with the Workforce Reduction discussed in Item 2.05 above, the following members of the Company’s executive team will be leaving the Company to pursue new opportunities: Theodore (Ted) Ashburn, M.D., Ph.D., Stephen W. Harbin, and John M. Goldberg, M.D. The departures of Dr. Ashburn, Mr. Harbin and Dr. Goldberg are expected to occur no later than June 30, 2023. Dr. Ashburn will continue to serve as a member of the Board.Appointment

~~The~~On ~~Company~~June ~~would~~6, ~~like~~2023, toin ~~thank~~connection Drwith the approval by the board of directors (the "Board") of Oncorus, Inc. ~~Ashburn~~(the "Company") of the plan of liquidation and dissolution of the Company (the "Plan of Dissolution"), Mras further described in Item 8.01 ~~Harbin~~of this report and Drfiled as Exhibit 2.1 ~~Goldberg~~hereto, ~~for~~the ~~their~~Board ~~commitment~~appointed Brian Shea, age 35, the Company's General Counsel and ~~guidance~~Secretary, toas the Company's Interim Chief Executive Officer and President. Mr. Shea will also serve as the Company’s principal executive officer.

~~Each~~Mr. ~~departing~~Shea ~~member~~has ofserved as the Company’'s ~~executive~~General ~~team~~Counsel ~~will~~since beDecember ~~entitled~~2022 toand ~~receive~~prior ~~severance~~to ~~upon~~that ~~the~~in ~~execution~~various ofroles awithin ~~separation agreement satisfactory to~~ the Company.'s ~~Assuming~~legal ~~the~~function ~~execution~~since ofAugust ~~this agreement, (i) Dr~~2021. ~~Ashburn~~Prior ~~will be entitled~~ to ~~receive~~joining ~~severance benefits pursuant to~~ the ~~terms of his Amended and Restated Employment Agreement with the~~ Company, ~~dated~~Mr. ~~October~~Shea 6,worked ~~2020, filed~~ as ~~Exhibit~~an ~~10.11~~attorney towith the ~~Annual~~law ~~Report~~firm onRopes ~~Form~~& ~~10-K~~Gray ~~filed~~LLP ~~with~~from ~~the SEC on~~ March ~~24,~~2020 ~~2023~~to ~~(the~~July ~~"Annual Report")~~2021, ~~including~~and aprior ~~severance~~to ~~payment of $697~~that,~~500,~~ ~~(ii)~~with ~~Mr. Harbin will be entitled to receive severance benefits pursuant to~~ the ~~terms~~law offirm ~~his Employment Agreement with the Company~~Mintz, ~~dated December 7~~Levin, ~~2020~~Cohn, ~~filed as Exhibit 10.12 to our Annual Report~~Ferris, ~~including~~Glovsky a& ~~severance payment of $430~~Popeo,~~000,~~ ~~and (iii) Dr~~P.C., ~~Goldberg~~from ~~will~~March be2017 ~~entitled~~ to ~~receive~~March ~~severance~~2020. ~~benefits~~Mr. ~~pursuant~~Shea toreceived ~~the~~an ~~terms~~A.B. offrom ~~his~~Dartmouth ~~Employment~~College ~~Agreement~~and ~~with~~a ~~the Company, dated February 11, 2022, filed as Exhibit 10~~J.13D. tofrom ~~our~~William ~~Annual~~& ~~Report,~~Mary ~~including~~Law ~~a severance payment of $416,000~~School.

Mr. Shea previously entered into an offer letter with the Company dated July 9, 2021 pursuant to which he receives a current base salary of $258,233 and is eligible to receive an annual discretionary cash bonus equal to 25% of his annualized base salary. In connection with his appointment as the Company's Interim Chief Executive Officer and President, the Board approved an incentive entitling Mr. Shea to an additional six months of his base salary (the "Retention Bonus") payable on the earlier of (a) July 31, 2023 or (b) the approval of the Plan of Dissolution by the Company’s stockholders (such earlier date being referred to as the "Retention Date"). The Retention Bonus shall be payable to Mr. Shea provided that he remains actively employed with the Company through (and does not provide any notice of resignation prior to) the Retention Date. Termination of Mr. Shea’s employment with the Company for cause or in connection with the Company’s pursuit of bankruptcy protection or similar protection under applicable insolvency laws prior to the Retention Date shall constitute a complete forfeiture of the Retention Bonus by Mr. Shea.

Mr. Shea has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Mr. Shea and any other person pursuant to which he was selected as an officer of the Company.

Chairman Transition

In connection with the Plan of Dissolution, on June 6, 2023 the Board approved the appointment of Theodore (Ted) Ashburn, M.D., Ph.D. as Chairman of the Board, to replace Mitchell Finer, Ph.D. The Company thanks Dr. Finer for his years of service as Chairman and previously as Executive Chairman. Dr. Finer will continue to serve as a member of the Board.

Director Resignation

On June 7, 2023, Luke Evnin, Ph.D. notified the Company of his resignation from the Board as well as the Compensation Committee and Nominating and Corporate Governance Committee of the Board, effective immediately. Dr. Evnin's resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 8.01 Other Events.

On June 16, 2023, the ~~Company~~Board ~~issued~~approved athe ~~press~~Plan ~~release~~of ~~announcing~~Dissolution, ~~its~~subject ~~Workforce~~to ~~Reduction~~the ~~and~~approval ~~related~~of ~~matters~~the Company’s stockholders. AThe ~~copy~~Company intends to call a special meeting of stockholders (the ~~press~~"Special ~~release~~Meeting") isto ~~filed~~seek asapproval ~~Exhibit~~of ~~99.1~~the ~~hereto~~Plan of Dissolution and iswill ~~incorporated~~file ~~herein~~proxy bymaterials ~~reference.~~relating to the Special Meeting with the Securities and Exchange Commission ("SEC") as soon as practicable.

A copy of the Plan of Dissolution is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Information Regarding Trading in the Company’s Securities

The Company cautions that trading in the Company’s securities is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value realized, if any, by holders of the Company’s securities. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Additional Information and Where to Find It

The Company intends to file with the SEC a proxy statement in connection with the planned dissolution. The definitive proxy statement will be sent to the Company's stockholders and will contain important information about the planned dissolution. INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE.

Investors and stockholders may obtain a free copy of the proxy statement (when it is available) and other documents filed with the SEC at the SEC's website at www.sec.gov.

Certain Information Concerning Participants

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders of the Company in connection with the planned dissolution. Information about the persons who may be considered to be participants in the solicitation of the Company's stockholders in connection with its planned dissolution, and any interest they have in the planned dissolution, will be set forth in the definitive proxy statement when it is filed with the SEC. Further information about the Company's directors and executive officers is set forth in Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in other filings that the Company may make with the SEC from time to time. These documents may be obtained for free at the SEC's website at www.sec.gov.

Cautionary Note Regarding Forward-Looking Statements

This report, ~~including Exhibit 99.1 hereto,~~ contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, ~~among other things,~~ statements regarding the ~~expected~~Company’s ~~cost-savings~~Plan ~~from~~of ~~the~~Dissolution ~~Workforce Redcution~~ and the ~~expecting~~related ~~timing~~Special ~~for~~Meeting ~~incurring~~of ~~costs~~stockholders. ~~associated~~These ~~with~~statements ~~the~~involve ~~Workforce~~risks ~~Reduction, the expected timing of implementing~~ and ~~completing~~uncertainties ~~the~~that ~~Workforce~~could ~~Reduction,~~cause ~~the~~actual ~~Company’s~~results ~~plans~~ to ~~retain~~differ ~~certain~~materially ~~individuals~~from tothose ~~assist~~discussed in ~~this~~such ~~process,~~forward-looking ~~the~~statements. ~~Company’s~~Such ~~review~~risks and ~~evaluation~~uncertainties ofinclude, ~~potential~~among ~~strategic~~others, ~~alternatives~~the ~~and~~possibility ~~their~~that ~~impact~~the onCompany’s ~~stockholder~~stockholders ~~value,~~will ~~and~~not ~~the~~realize ~~process~~any byvalue ~~which~~in the Company’s ~~engages~~common instock ~~evaluation~~or ofthat ~~strategic~~the ~~alternatives~~Plan ~~and assessment~~ of ~~maximizing~~Dissolution ~~value~~will ~~for~~not ~~all~~be ~~stakeholders.~~able ~~Any~~to ~~forward-looking~~be ~~statements~~completed in ~~this~~a ~~report,~~timely ~~including the exhibits hereto~~manner, ~~are~~or ~~based~~at onall. For ~~management’s~~a ~~current~~discussion ~~expectations~~ of ~~future~~these ~~events~~risks and ~~are~~uncertainties, ~~subject~~and toother aimportant ~~number~~factors, any of ~~risks~~which ~~and uncertainties that~~ could cause actual results to differ ~~materially and adversely~~ from those ~~set~~contained ~~forth~~ in orthe ~~implied by such~~ forward-looking statements, ~~including,~~see ~~but~~the ~~not~~section ~~limited~~entitled ~~to,~~“Risk ~~the~~Factors” ~~risk~~in ~~that~~ the Company’s ~~may~~Annual ~~not~~Report beon ~~able~~Form to10-K ~~implement~~for the ~~Workforce~~year ~~Reduction~~ended orDecember ~~the~~31, ~~exploration~~2022, ofand ~~strategic~~in ~~alternatives~~subsequent asfilings ~~currently~~with ~~anticipated or within~~ the ~~timing~~SEC, ~~currently~~as ~~anticipated,~~well ~~the~~as ~~impact~~discussions of ~~the~~potential ~~workforce~~risks, ~~reduction~~uncertainties onand ~~the~~other ~~Company’s~~important ~~business,~~factors ~~the~~in ~~risk that~~ the Company’s ~~cost~~subsequent ~~saving~~filings ~~initiatives may not be successful, unanticipated difficulties~~ with ~~preserving~~the ~~capital,~~SEC. ~~unanticipated~~All ~~difficulties~~information in ~~terminating~~this ~~certain contracts and arrangements~~report, ~~unanticipated~~including ~~charges~~the ~~not~~exhibits ~~currently~~hereto, ~~contemplated~~is ~~that~~current ~~may occur~~ as ~~a result~~ of the ~~Workforce~~date Reduction, and the risk that the Company may not be successful in identifying one or more strategic alternatives or ultimately pursuing a strategic alternative that delivers the anticipated benefits and will need to pursue bankruptcy protection or an orderly wind down. For a discussion of ~~these~~this ~~risks and uncertainties~~report, and ~~other~~the ~~important~~Company ~~factors,~~undertakes ~~any~~no ofduty ~~which could cause our actual results~~ to ~~differ~~update ~~from~~this ~~those~~information ~~contained~~unless inrequired ~~the~~by law.

~~forward-looking~~Item statements, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and in subsequent filings with the Securities and Exchange Commission (“SEC”), as well as discussions of potential risks, uncertainties and other important factors in the Company’s subsequent filings with the SEC9.01 ~~All~~Financial ~~information~~Statements ~~in this report, including the exhibits hereto, is current as of the date of this report,~~ and ~~the Company undertakes no duty to update this information unless required by law~~Exhibits.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits


Exhibit No.		Description

2.1		Plan of Dissolution of Oncorus, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit Number		Description
99.1		Press release dated June 1, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ONCORUS, INC.
Date:	June 17, 2023	By:	/s/ Alexander Nolte
			Alexander NolteInterim Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)
			Interim Chief Financial Officer

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