As filed with the Securities and Exchange Commission on March 10, 2021
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.)
|
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
|
|
John McCabe
Chief Financial Officer, Treasurer 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. ☐
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities
To Be Registered
|
|
Amount
To Be
Registered(1)
|
|
Proposed
Maximum
Offering Price
Per Share
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Common Stock, par value $0.0001 per share
|
|
1,130,896(2)
|
|
$13.58(3)
|
|
$15,357,567.68
|
|
$1,675.51
|
|
|
(1)
|
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement shall also cover any additional shares of the Registrants common stock, par value $0.0001 ( Common Stock) that become issuable under the Registrants 2020 Equity
Incentive Plan (the 2020 Plan) by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the Registrants 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, 2021, pursuant to an evergreen provision contained therein. Pursuant to such provision, the number of shares of Common Stock reserved for issuance under the 2020 Plan will automatically increase on January
1st of each fiscal year, starting on January 1, 2021 and ending on and including January 1, 2030, in an amount equal to 5.0% of the total number of shares of the Registrants Common Stock outstanding on the last day of the fiscal year
prior to the date of such automatic increase or a lesser number of shares determined by the Registrants board of directors (or authorized committee thereof).
|
(3)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c)
promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon $13.58, which is the average of the high and low prices of the Registrants Common Stock as reported on the Nasdaq Global Market
on March 5, 2021.
|