S-8

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

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	47-3779757
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4 Corporate Drive

Andover, Massachusetts 01810

(Address of principal executive offices) (Zip code)

Oncorus, Inc. 2020 Equity Incentive Plan

Oncorus, Inc. 2020 Employee Stock Purchase Plan

(Full title of the plan)

Theodore (Ted) Ashburn, M.D., PhD.

President and Chief Executive Officer

Oncorus, Inc.

4 Corporate Drive

Andover, Massachusetts 01810

Tel: (339) 240-3330

(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 General Counsel and Secretary Oncorus, Inc. 4 Corporate Drive Andover, Massachusetts 01810 (339) 240-3330

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. ☐

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E to Form S-8, Oncorus, Inc. (the “Registrant’) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the "Commission") for the purpose of registering (i) 1,298,656 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”), pursuant to the provisions of the 2020 Plan providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2020 Plan on January 1, 2023, and (ii) 259,731 shares of Common Stock issuable to eligible persons under the Registrant's 2020 Employee Stock Purchase Plan (the “ESPP”), pursuant to the provisions of the ESPP providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the ESPP on January 1, 2023. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8

This Registration Statement relates to securities of the same class as those that were previously registered by the Registrant on Form S-8 (File Nos. 333-249425, 333-254097 and 333-263393), filed with the Commission on October 9, 2020, March 10, 2021 and March 9, 2022 (the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, the information contained in the Prior Registration Statements is hereby incorporated by reference into this Registration Statement.

PART II

ITEM 8.	EXHIBITS
		Incorporated by Reference
Exhibit		Schedule	File
Number	Description	Form	Number	Exhibit	Filing Date
4.1	Amended and Restated Certificate of Incorporation of the Registrant	8-K	001-39575	3.1	October 6, 2020
4.2	Amended and Restated Bylaws of the Registrant	8-K	001-39575	3.2	October 6, 2020
4.3	Form of Common Stock Certificate	S-1/A	333-248757	4.2	September 28, 2020
5.1*	Opinion of Cooley LLP
23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for the Registrant
23.2*	Consent of Cooley LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on the signature page of this Registration Statement)
99.1	2020 Equity Incentive Plan	S-1/A	333-248757	10.5	September 28, 2020
99.2	Form of Stock Option Grant Notice and Option Agreement for the 2020 Equity Incentive Plan	S-1/A	333-248757	10.6	September 28, 2020
99.3	Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement for the 2020 Equity Incentive Plan	S-8	333-249425	4.9	October 9, 2020
99.4	2020 Employee Stock Purchase Plan	S-1/A	333-248757	10.7	September 28, 2020
107*	Filing Fee Table

* Filed herewith

SIGNATURES

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 24th day of March, 2023.

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., Richard Wanstall and Brian Shea, 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	President, Chief Executive Officer and Director	March 24, 2023
Theodore (Ted) Ashburn, M.D., Ph.D.	(Principal Executive Officer)
/s/ Richard Wanstall	Chief Financial Officer (Principal Financial	March 24, 2023
Richard Wanstall	Officer and Principal Accounting Officer)
/s/ Mitchell Finer	Chairman of the Board of Directors	March 24, 2023
Mitchell Finer, Ph.D.
/s/ Luke Evnin	Director	March 24, 2023
Luke Evnin, Ph.D.
/s/ Douglas Fambrough	Director	March 24, 2023
Douglas M. Fambrough, III, Ph.D.
/s/ Mary Kay Fenton	Director	March 24, 2023
Mary Kay Fenton
/s/ Spencer Nam	Director	March 24, 2023
Spencer Nam
/s/ Eric Rubin	Director	March 24, 2023
Eric Rubin
/s/ Barbara Yanni	Director	March 24, 2023
Barbara Yanni

EX-5

 

  Courtney T. Thorne +1 617 937 2318 cthorne@cooley.com Exhibit 5.1

March 24, 2023

Oncorus, Inc.

4 Corporate Drive

Andover, MA 01810

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested our opinion, as counsel to Oncorus, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 1,558,387 shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) 1,298,656 shares of Common Stock issuable pursuant to the Company’s 2020 Equity Incentive Plan (the “2020 EIP”) and (ii) 259,731 shares of Common Stock issuable pursuant to the Company’s 2020 Employee Stock Purchase Plan (together with the 2020 EIP, the “Plans”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Plans, the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws, each as currently in effect, and originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid and non-assessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

Cooley LLP 500 Boylston Street Boston, MA 02116-3736
t: (617) 937-2300 f: (617) 937-2400 cooley.com

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,

Cooley LLP

By: /s/ Courtney T. Thorne

Courtney T. Thorne

Cooley LLP 500 Boylston Street Boston, MA 02116-3736
t: (617) 937-2300 f: (617) 937-2400 cooley.com

EX-23

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Oncorus, Inc. 2020 Equity Incentive Plan and the Oncorus, Inc. 2020 Employee Stock Purchase Plan of our report dated March 24, 2023, with respect to the consolidated financial statements of Oncorus, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 24, 2023

EX-FILING FEES

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 Incentive Plan Common Stock, $0.0001 par value per share	457(c) and 457(h)	1,298,656(2)	$0.354(3)	$459,724.23	.0001102	$50.66
Fees to be Paid	Equity	2020 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share	457(c) and 457(h)	259,731(4)	$0.354(3)	$91,944.78	.0001102	$10.14
	Total Offering Amounts					$551,669.01		$60.80
	Total Fee Offsets							–
	Net Fee Due							$60.80

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Oncorus, Inc. (the “Registrant”) that become issuable under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) and the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.

(2)Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2020 Plan on January 1, 2023 pursuant to an “evergreen” provision contained in the 2020 Plan. Pursuant to such provision, on January 1 of each calendar year through 2030, the number of shares authorized for issuance under the 2020 Plan is automatically increased by a number equal to the lesser of: (a) 5.0% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; or (b) such lesser number of shares of Common Stock as is determined by the Registrant’s board of directors (the “Board”) for the applicable year.

(3)This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on March 21, 2023, as reported on the Nasdaq Global Market.

(4)Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2020 ESPP on January 1, 2023 pursuant to an “evergreen” provision contained in the 2020 ESPP. Pursuant to such provision, on January 1 of each calendar year through 2030, the number of shares authorized for issuance under the 2020 ESPP is automatically increased by a number equal to the lesser of: (a) 1% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; (b) 560,000 shares; or (c) a lesser number of shares of Common Stock as is determined by the Board that is less than (a) and (b).