Item 1.01 Entry into a Material Definitive Agreement
On December 29, 2020, Oncorus, Inc. (the "Company") entered into a lease
agreement (the "Lease") with IQHQ-4 Corporate, LLC (the "Landlord"), pursuant to
which the Company will lease approximately 33,518 square feet in Pod 4 (the "Pod
4 Portion") and approximately 54,666 square feet in Pod 5 (the "Pod 5 Portion")
of a manufacturing facility located at 4 Corporate Drive, Andover, Massachusetts
(the Pod 4 Portion and the Pod 5 Portion together, the "Premises"). The Company
also has a right of first offer to lease certain additional space located at the
manufacturing facility, subject to the terms and conditions set forth in the
Lease.
The monthly rent payments under the Lease for the Pod 4 Portion are expected to
commence on October 1, 2021 (the "Pod 4 Rent Commencement Date"), reflecting an
approximately nine-month rent-free period following the execution of the Lease.
The Company has the right to occupy the Pod 4 Portion prior to the Pod 4 Rent
Commencement Date, subject to the completion of tenant improvements, and would
be responsible for proportional base rent payments, utilities, and the Company's
proportionate share of operating costs and taxes attributable to the Pod 4
Portion, provided that such payments of base rent for the occupancy of the Pod 4
Portion would commence no earlier than July 1, 2021 in any event. Beginning on
the Pod 4 Rent Commencement Date, the Company will be obligated to make monthly
base rent payments, which will initially be $121,502.75 and will increase to
$183,783.33 during the initial term of the Lease. The monthly rent payments
under the Lease for the Pod 5 Portion are expected to commence on January 1,
2022 (the "Pod 5 Rent Commencement Date"), reflecting an approximately one-year
rent-free period following the execution of the Lease. Beginning on the Pod 5
Rent Commencement Date, the Company will be obligated to make monthly base rent
payments, which will initially be $198,164.25 and will increase to $299,741.25
during the initial term of the Lease. In addition to the monthly base rent
payments, the Company will be obligated to pay utilities and its proportionate
share of the operating costs and taxes attributable to the Premises, subject to
specified limits.
Pursuant to the Lease, the Landlord will contribute up to $14.2 million toward
the cost of specified tenant improvements for the Premises. The Company will be
responsible for constructing interior improvements of the Premises. The Company
is also required to provide the Landlord with a letter of credit as support for
the Company's obligations under the Lease. The Company was not required to
provide a security deposit in connection with its entry into the Lease. The
Company may not sublease the Premises without the Landlord's consent other than
to specified entities.
The term of the Lease will continue for 15 years from the Pod 5 Rent
Commencement Date, or approximately December 31, 2036, unless earlier terminated
in accordance with the terms of the Lease. The Company has two options to extend
the term of the Lease for the entire Premises for a period of 10 years each,
with rent during the extended term being based on the then-prevailing market
rental rate. The Company may exercise each option not less than nine months and
not more than 15 months prior to the expiration of the term.
The foregoing summary of the Lease does not purport to be complete and is
qualified in its entirety by reference to the full text of the Lease, which will
be filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ending December 31, 2020.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in or incorporated by reference into Item 1.01 of this
Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 7.01 Regulation FD Disclosure.
On January 4, 2021, the Company issued a press release announcing the entry into
the Lease. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, or otherwise subject to the liabilities of that section, and shall
not be deemed incorporated by reference into any of the Company's filings under
the Securities Act of 1933, as amended, or the Exchange Act, whether made before
or after the date hereof, regardless of any general incorporation language in
such filing, except as shall be expressly set forth by specific reference in
such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated January 4, 2021.
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