ONCORUS, INC.

4 Corporate Drive

Andover, MA 01810

(339) 240-3330

July 19, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

 

Re:	Oncorus, Inc. – Request for Withdrawal of Registration Statement on Form S-3 (File No. 333-260718)

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Oncorus, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Company’s registration statement on Form S-3 (File No. 333-260718), together with the exhibits thereto, which was filed on November 3, 2021 (the “Registration Statement”), as of the date hereof or at the earliest practicable date hereafter. The Registration Statement was declared effective by the Commission on November 12, 2021, but no securities have been issued or sold under the Registration Statement.

Accordingly, the Company respectfully requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company’s account to be offset against the filing fee for any future registration statement or registration statements.

If you have questions regarding this request, please contact the Company’s legal counsel, Brian F. Leaf of Cooley LLP, at (703) 456-8053 or Courtney T. Thorne of Cooley LLP at (617) 937-2318.

 

Very truly yours,

/s/ Alexander Nolte

Interim Chief Financial Officer

 

cc:	Brian J. Shea (President and Interim Chief Executive Officer, Oncorus, Inc.)

Brian F. Leaf (Cooley LLP)

Courtney T. Thorne (Cooley LLP)