SEC Form SC 13G filed by Oncorus Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

Oncorus, Inc.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

68236R103

(CUSIP Number)

April 1, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Oncorus, Inc. (the “Issuer”)

4 Corporate Drive

Andover, MA 01810

This statement is filed on behalf of the following persons with respect to the shares of Common Stock of the Issuer:

(i) K2 HealthVentures Equity Trust LLC (“K2HV Equity”);

(ii) Parag Shah; and

(iii) Anup Arora.

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”

This Schedule 13G relates to 390,056 shares of common stock, par value $0.0001 per share, of the Issuer (the “Common Stock”) underlying a warrant with an exercise price of $1.5126 and expiration of April 1, 2032 (the “Warrant”) and 2,203,711 shares of Common Stock underlying the fully funded $20 million first tranche (the “First Tranche”) of a four-tranche, $45 million convertible term loan with a conversion price of $2.2689 and maturity date of April 1, 2026 (the “Term Loan”).

In addition to the First Tranche, the Loan and Security Agreement provides for three subsequent tranches totaling $25.0 million to be funded upon the achievement of certain time-based, clinical and regulatory milestones. The Reporting Persons may elect at any time, following the closing but prior to the full repayment of the Term Loan, to convert into shares of Common Stock up to an aggregate of $5 million in principal amount of the Term Loan then outstanding, at a conversion price of $2.2689.

Pursuant to the terms of the Loan and Security Agreement, the Reporting Persons may not convert any portion of the Term Loan into shares of Common Stock to the extent that, upon conversion, the beneficial ownership of the Reporting Persons (including any affiliates and Section 13(d) “group” members) would exceed 9.985% of the total number of shares of Common Stock outstanding (the “9.985% Cap”) or 19.99% of the total number of shares of Common Stock outstanding (the “19.99% Cap”). The Reporting Persons may waive the 9.985% Cap upon 61 days’ prior written notice to the Issuer, but may not waive the 19.99% Cap.

K2HV Equity is an investment vehicle for holding equity securities and may be deemed to beneficially own the shares of Common Stock that it has the right to acquire within 60 days upon conversion of the Term Loan and Warrant. Mr. Shah and Mr. Arora serve as the managing members of K2HV Equity and, in such capacities, may be deemed to indirectly beneficially own the shares of Common Stock beneficially owned by K2HV Equity.

The business address of each of the Reporting Persons is 855 Boylston Street, 10th Floor, Boston, MA 02116.

(i) K2HV Equity is a Delaware limited liability company;

(ii) Mr. Shah is a citizen of the United States of America; and

(iii) Mr. Arora is a citizen of the United States of America.

Common Stock, par value $0.0001 per share.

68236R103

Not applicable.

Each of the Reporting Persons may be deemed the beneficial owner of 2,593,767 shares of Common Stock that K2HV Equity has the right to acquire within 60 days upon conversion of the Term Loan and the Warrant.

Each of the Reporting Persons may be deemed the beneficial owner of approximately 9.1% of the shares of Common Stock outstanding.

The foregoing beneficial ownership percentage is calculated based on the sum of (i) 25,973,135 shares of Common Stock outstanding as of July 29, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2022 and (ii) the aggregate 2,593,767 shares of Common Stock that K2HV Equity has the right to acquire within 60 days upon conversion of the Term Loan and the Warrant.

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 2,593,767

(iii) Sole power to dispose or direct the disposition of: 0

(iv) Shared power to dispose or direct the disposition of: 2,593,767

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. ☐

Not Applicable

Not Applicable

Not Applicable

Not Applicable

By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: November 1, 2022

EXHIBIT INDEX

SCHEDULE 13G