As filed with the Securities and Exchange Commission on November 3, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ONCORUS, INC.
(Exact name
of registrant as specified in its charter)
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Delaware
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47-3779757
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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50 Hampshire Street, Suite 401
Cambridge, Massachusetts 02139
(857) 320-6400
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Theodore (Ted) Ashburn, M.D., Ph.D.
President and Chief Executive Officer
50 Hampshire Street, Suite 401
Cambridge, Massachusetts 02139
(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
Approximate date of
commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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Large accelerated filer
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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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
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Title of each class of
securities to be registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee(1)
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Common Stock, $0.0001 par value per share
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(2)
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(3)
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(3)
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Preferred Stock, $0.0001 par value per share
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(2)
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(3)
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(3)
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Debt Securities
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(2)
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(3)
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(3)
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Warrants
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(2)
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(3)
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(3)
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Total
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(2)
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$200,000,000
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$18,540
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(1)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act.
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(2)
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There are being registered hereunder such indeterminate number of shares of common stock and preferred stock,
such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock or debt securities as shall have an aggregate initial offering price not to exceed $200,000,000. If any debt
securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $200,000,000, less the aggregate dollar
amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares
of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the
anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable
with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(3)
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The proposed maximum aggregate offering price per class of security will be determined from time to time by the
registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the
Securities Act.
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The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on
such date as the Commission acting pursuant to said Section 8(a), may determine.