8-K
filed July 28, 2023, 7:59 PM ET
CIK 0001671818
other material
confidence high
sentiment negative
materiality 0.90
Oncorus board resigns, appoints sole director for dissolution; stockholder vote adjourned
Oncorus, Inc.
- All six directors resigned effective July 28, 2023; Craig Jalbert appointed as sole director to execute dissolution plan.
- Jalbert, a distressed-business specialist, will be paid $50,000/year for three years; board reduced to minimum three seats.
- Special meeting on July 28 lacked quorum: 11,977,135 of 26,094,847 shares voted; adjourned to August 1, 2023.
- Bylaws amended to permit a one-third quorum so Jalbert can conduct business alone.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Craig Jalbert was appointed as Sole Director at Oncorus, Inc..
- Action
- appointed
- Role
- Sole Director
Exact text from the filing
On July 27, 2023, the Board appointed Craig Jalbert to be the sole member of the Board, with such appointment to be effective concurrently with the effective time of the six director resignations described above.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric Rubin resigned as Director at Oncorus, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Eric Rubin, M.D. (Nominating and Corporate Governance Committee), July 26, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Spencer Nam resigned as Director at Oncorus, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Spencer Nam (Nominating and Corporate Governance Committee, Audit Committee), July 27, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barbara Yanni resigned as Director at Oncorus, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Barbara Yanni (Audit Committee), July 26, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Kay Fenton resigned as Director at Oncorus, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Mary Kay Fenton (Audit Committee, Compensation Committee), July 27, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Theodore (Ted) Ashburn resigned as Director at Oncorus, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Theodore (Ted) Ashburn, M.D., Ph.D. , July 27, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mitchell Finer resigned as Director at Oncorus, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Mitchell Finer, Ph.D. , July 28, 2023
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Oncorus, Inc.: Amended Article IV, Section 22 of the bylaws to set quorum at one-third of directors currently serving, to permit the sole remaining director to conduct business in accordance with the Plan of Dissolution (effective 2023-07-27).
- Change
- bylaw amendment
- Effective
- 2023-07-27
Exact text from the filing
On July 27, 2023, the Board approved an amendment to Article IV, Section 22 of the Company's amended and restated bylaws (the " Bylaws ") to provide that a quorum of the Board shall consist of one-third (1/3) of the directors currently serving on the Board in accordance with the Certificate of Incorporation.
View on SEC.gov
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