Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on April 1, 2022, Oncorus, Inc. (the "Company") entered
into a Loan and Security Agreement with K2 HealthVentures LLC, as lender and
administrative agent, and Ankura Trust Company, LLC, as collateral agent for the
lender (the "Loan Agreement"), which enabled the Company to borrow up to an
aggregate of $45.0 million of principal in loan terms upon the achievement of
certain time-based and regulatory milestones. The Company borrowed the first
tranche of $20.0 million under the Loan Agreement concurrently with its
execution.
On May 12, 2023, the Company paid in full all of its outstanding obligations and
other fees due under the Loan Agreement, consisting of $20.0 million in
principal and approximately $1.6 million of accrued interest and related fees
and expenses. Following the repayment, the Loan Agreement was terminated in its
entirety.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth under Item 1.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.04.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2023, the Company's board of directors appointed Alexander Nolte as
the Company's principal financial officer and principal accounting officer. Mr.
Nolte will serve as the Company's interim Chief Financial Officer pursuant to a
consulting arrangement described below.
Mr. Nolte, age 51, joins the Company from Syndax Pharmaceuticals, Inc., a
clinical stage biopharmaceutical company, where he served in various roles
within the company's finance department from 2017 to May 2023, most recently as
its Vice President, Chief Accounting Officer. Prior to joining Syndax, Mr. Nolte
served as Corporate Controller at CoLucid Pharmaceuticals, Inc. from 2015 to
2017, prior to its acquisition by Eli Lilly. Earlier in his career, Mr. Nolte
served as Director of Revenue Recognition and International Accounting at
Aegerion Pharmaceuticals from 2013 to 2015, and prior to that he held several
finance positions at Genzyme Corporation. Mr. Nolte began his professional
career at KPMG Accountant NV in the Netherlands and PricewaterhouseCoopers LLP
in Boston, Massachusetts. Mr. Nolte received his B.S. in Accountancy from The
Hague University in 1996. He is a Certified Public Accountant in the
Commonwealth of Massachusetts.
Mr. Nolte has no family relationships with any of the Company's directors or
executive officers, and he has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In addition, there are no arrangements or understandings between Mr. Nolte and
any other person pursuant to which he was selected as an officer of the Company.
The Company has entered into a consulting agreement (the "Nolte Consulting
Agreement") with Strategic Placement Services, Inc. ("SPS") providing for the
engagement of Mr. Nolte, a consultant with SPS, as an independent contractor to
the Company. The Nolte Consulting Agreement may be terminated (a) by the Company
with or without cause immediately upon written notice to SPS or (b) by SPS with
or without cause upon 30 days prior written notice to the Company. Pursuant to
the Nolte Consulting Agreement, SPS will receive cash compensation at a rate of
$400 per hour for Mr. Nolte's services to the Company. If Mr. Nolte is employed
by the Company on a full-time, part-time or temporary basis before the
expiration of the 12-month period following any termination of the Nolte
Consulting Agreement, the Company would be required to make a one-time payment
to SPS equal to 25% of Mr. Nolte's initial annual salary (inclusive of any
signing bonus), less a specified hourly rate as consideration for time
previously worked for the Company.
The foregoing description of the terms of the Nolte Consulting Agreement is not
complete and is qualified in its entirety by reference to the full text of the
Nolte Consulting Agreement, a copy of which the Company intends to file as an
exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30,
2023.
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