As filed with the Securities and Exchange Commission on March 9, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Oncorus, Inc.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 47-3779757 (I.R.S. Employer Identification No.) |
50 Hampshire Street, Suite 401
Cambridge, Massachusetts 02139
(Address of principal executive offices) (Zip code)
Oncorus, Inc. 2020 Equity Incentive Plan
(Full title of the plan)
Theodore (Ted) Ashburn, M.D., PhD.
President and Chief Executive Officer
Oncorus, Inc.
50 Hampshire Street, Suite 401
Cambridge, Massachusetts 02139
Tel: (857) 320-6400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Marc A. Recht Brian F. Leaf Courtney T. Thorne Cooley LLP 500 Boylston Street Boston, Massachusetts 02116 (617) 937-2300 | Brian J. Shea Director, Legal Counsel and Secretary Oncorus, Inc. 50 Hampshire Street, Suite 401 Cambridge, Massachusetts 02139 (857) 320-6400 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering 1,292,458 shares of its common stock, $0.0001 par value per share (“Common Stock”), issuable to eligible persons under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”).
This Registration Statement relates to securities of the same class as those that were previously registered by the Registrant on Form S-8 (File No. 333-249425), filed with the Securities and Exchange Commission on October 9, 2020 (the “Prior Registration Statement”). Pursuant to General Instruction E to Form S-8, the information contained in the Prior Registration Statement is hereby incorporated by reference.
PART II
| ITEM 8. | EXHIBITS |
| * | Filed herewith |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on this 9th day of March, 2022.
ONCORUS, INC. | ||
By: | /s/ Ted Ashburn | |
| Name: Theodore (Ted) Ashburn, M.D., Ph.D. | ||
| Title: President, Chief Executive Officer and Director | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Theodore (Ted) Ashburn, M.D., PhD. and John McCabe, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Position | Date | ||
/s/ Ted Ashburn Theodore (Ted) Ashburn, M.D., Ph.D. | President, Chief Executive Officer and Director (Principal Executive Officer) | March 9, 2022 | ||
/s/ John McCabe John McCabe | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 9, 2022 | ||
/s/ Mitchell Finer Mitchell Finer, Ph.D. | Chairman of the Board of Directors | March 9, 2022 | ||
/s/ Scott Canute Scott Canute | Director | March 9, 2022 | ||
/s/ Luke Evnin Luke Evnin, Ph.D. | Director | March 9, 2022 | ||
/s/ Mary Kay Fenton Mary Kay Fenton | Director | March 9, 2022 | ||
/s/ Spencer Nam Spencer Nam | Director | March 9, 2022 | ||
/s/ Eric Rubin Eric Rubin | Director | March 9, 2022 | ||
/s/ Barbara Yanni Barbara Yanni | Director | March 9, 2022 | ||
