4 Corporate Drive
Andover, MA 01810
July 19, 2023
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street N.E.
Washington, D.C. 20549
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 Companys 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 Companys 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 Companys 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,|
|Interim Chief Financial Officer|
Brian J. Shea (President and Interim Chief Executive Officer, Oncorus, Inc.)
Brian F. Leaf (Cooley LLP)
Courtney T. Thorne (Cooley LLP)