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 0826, 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))

☐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		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ONCR		~~The~~OTC ~~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 37.01 ~~Notice~~Regulation ofFD ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Disclosure.

~~On June 7, 2023,~~ Oncorus, Inc. ~~(the~~has ~~"Company")~~contracted ~~announced~~with ~~that~~Hilco ~~its~~Streambank ~~board of directors (the "Board") had unanimously approved the dissolution and liquidation of the Company pursuant~~ to aoffer ~~plan~~specified ofintellectual ~~liquidation~~property and ~~dissolution~~related assets (the "~~Dissolution~~Oncorus ~~Plan~~IP"), ~~subject~~through toa ~~approval~~formalized bybidding ~~the Company's stockholders~~process. The ~~Company~~Hilco ~~previously~~Streambank ~~announced,~~press onrelease ~~June~~announcing ~~1, 2023, that~~ the ~~Board~~sale ~~had~~process ~~approved~~for ~~a workforce reduction plan (~~the ~~"Workforce~~Oncorus ~~Reduction~~IP ~~Plan") impacting substantially all of the Company's remaining employees, which~~ is ~~expected~~attached toas beExhibit ~~complete~~99.1 ~~by August 2023~~hereto.

OnThe ~~June~~information 8,in ~~2023,~~this ~~the~~Item ~~Company~~7.01 ~~received~~and ~~written~~Exhibit ~~notice~~99.1 ~~from~~attached ~~The~~hereto ~~Nasdaq~~is ~~Stock~~intended ~~Market~~to ~~LLC~~be ~~("Nasdaq")~~furnished ~~that,~~and inshall ~~light~~not ofbe ~~the~~deemed ~~Plan~~"filed" offor ~~Dissolution,~~purposes ~~the~~of ~~Workforce~~Section ~~Reduction~~18 ~~Plan and based upon Nasdaq’s review~~ of the ~~Company~~Securities ~~and~~Exchange ~~pursuant~~Act toof ~~Nasdaq Listing Rule 5101~~1934, ~~Nasdaq~~as ~~believes~~amended ~~that~~ (the ~~Company~~"Exchange isAct"), aor ~~“public~~otherwise ~~shell,”~~subject ~~and~~to ~~that~~ the ~~continued~~liabilities ~~listing~~ of ~~its~~that ~~securities~~section, isnor noshall ~~longer~~it ~~warranted.~~be ~~The~~deemed ~~Company~~incorporated ~~does~~by ~~not~~reference ~~plan~~in toany ~~appeal~~filing ~~Nasdaq’s~~under ~~determination.~~the ~~Therefore,~~Securities ~~the~~Act ~~Company~~of ~~expects~~1933, ~~based~~as ~~on Nasdaq’s written notice~~amended, ~~that~~or the ~~trading~~Exchange ofAct, ~~its~~whether ~~common~~made ~~stock~~before ~~will~~or beafter ~~suspended~~the asdate ofhereof, ~~the~~regardless ~~opening~~ of ~~business~~any onincorporation ~~June~~by ~~20,~~reference ~~2023,~~language ~~and~~in ~~that~~such ~~Nasdaq will file~~ a ~~Form 25-NSE with the Securities and Exchange Commission~~filing, ~~which~~except ~~will~~as ~~remove~~expressly ~~the~~set ~~Company's~~forth ~~common~~by ~~stock~~specific ~~from~~reference ~~listing~~in ~~and~~such ~~registration on Nasdaq~~filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description
99.1		Press Release dated June 26, 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 926, 2023	By:	/s/ Alexander Nolte
			Alexander NolteInterim Chief Financial Officer

Filing Compare · Oncorus, Inc.