---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-035497"
form_type: "8-K"
ticker: null
cik: "0001671818"
company_name: "Oncorus, Inc."
filed_at: "2023-07-28T23:59:59+00:00"
generated_at: "2026-06-12T23:06:58.724368+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Oncorus board resigns, appoints sole director for dissolution; stockholder vote adjourned

## Summary
- 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.

## SEC filing metadata
- accession: 0000950170-23-035497
- form_type: 8-K
- cik: 0001671818
- company_name: Oncorus, Inc.
- filed_at: 2023-07-28T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 5.02, 8.01, 5.03, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1671818/000095017023035497/0000950170-23-035497-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1671818/000095017023035497/oncr-20230726.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-035497
- JSON: https://secwatch.observer/filing/0000950170-23-035497.json
- Plain text: https://secwatch.observer/filing/0000950170-23-035497.txt

## Key facts
- Executive change
  Craig Jalbert was appointed as Sole Director at Oncorus, Inc..
  - Action: appointed
  - Role: Sole Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1671818/000095017023035497/0000950170-23-035497-index.htm
- Executive change
  Eric Rubin resigned as Director at Oncorus, Inc..
  - Action: resigned
  - Role: Director
  source text: Eric Rubin, M.D. (Nominating and Corporate Governance Committee), July 26, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1671818/000095017023035497/0000950170-23-035497-index.htm
- Executive change
  Spencer Nam resigned as Director at Oncorus, Inc..
  - Action: resigned
  - Role: Director
  source text: Spencer Nam (Nominating and Corporate Governance Committee, Audit Committee), July 27, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1671818/000095017023035497/0000950170-23-035497-index.htm
- Executive change
  Barbara Yanni resigned as Director at Oncorus, Inc..
  - Action: resigned
  - Role: Director
  source text: Barbara Yanni (Audit Committee), July 26, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1671818/000095017023035497/0000950170-23-035497-index.htm
- Executive change
  Mary Kay Fenton resigned as Director at Oncorus, Inc..
  - Action: resigned
  - Role: Director
  source text: Mary Kay Fenton (Audit Committee, Compensation Committee), July 27, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1671818/000095017023035497/0000950170-23-035497-index.htm
- Executive change
  Theodore (Ted) Ashburn resigned as Director at Oncorus, Inc..
  - Action: resigned
  - Role: Director
  source text: Theodore (Ted) Ashburn, M.D., Ph.D. , July 27, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1671818/000095017023035497/0000950170-23-035497-index.htm
- Executive change
  Mitchell Finer resigned as Director at Oncorus, Inc..
  - Action: resigned
  - Role: Director
  source text: Mitchell Finer, Ph.D. , July 28, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1671818/000095017023035497/0000950170-23-035497-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1671818/000095017023035497/0000950170-23-035497-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.