UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 28, 2021
SQZ BIOTECHNOLOGIES COMPANY
(Exact name of registrant as specified in its charter)
Delaware | | 001-39662 | | 46-2431115 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
200 Arsenal Yards Blvd, Suite 210
Watertown, MA 02472
(Address of principal executive offices) (Zip Code)
(617) 758-8672
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbols | | Name of each exchange on which registered |
Common Stock,
$0.001 par value per share | | SQZ | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
In accordance with Instruction No. 2 to Item 5.02 of Form 8-K, this Current Report on Form 8-K/A (the “Amendment Filing”) updates the disclosures made in the Current Report on Form 8-K filed by SQZ Biotechnologies Company (the “Company”) on July 1, 2021 (the “Original Filing”) as set forth below. Except as expressly set forth herein, this Amendment Filing does not amend, modify or update the disclosures contained in the Original Filing.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 1, 2021, the Company filed the Original Filing disclosing that the Company’s Board of Directors (the “Board”) had appointed Patrick V.J.J. Vink, M.D. and Bernard Coulie, M.D., Ph.D. as directors of the Company. Committee assignments for each of Dr. Vink and Dr. Coulie were not determined as of the filing of the Original Filing.
This Amendment Filing is being filed to report that on July 28, 2021, upon the recommendation of the Nominating and Corporate Governance Committee and effective immediately, the Board appointed Dr. Vink to the Nominating and Corporate Governance Committee and the Compensation Committee and Dr. Coulie to the Compensation Committee and Research & Development Committee. Additionally, Dr. Vink will serve as the Chair of the Compensation Committee. Finally, effective immediately upon the appointment of Dr. Vink and Dr. Coulie to the Compensation Committee, Sapna Srivastava, Ph.D., stepped down from the Compensation Committee, but will remain a member of the Audit Committee.
Following these committee assignments, the Company’s Audit Committee consists of Marc Schegerin, M.D. (Chair), Marc Elia and Sapna Srivastava, Ph.D.; the Company’s Compensation Committee consists of Patrick V.J.J. Vink, M.D. (Chair), Bernard Coulie, M.D., Ph.D., Amy W. Schulman and Pushkal Garg, M.D.; the Company’s Nominating and Corporate Governance Committee consists of Paul Bolno, M.D. (Chair), Klavs Jensen, Ph.D. and Patrick V.J.J. Vink, M.D.; and the Company’s Research and Development Committee consists of Pushkal Garg, M.D. (Chair), Paul Bolno, M.D., Klavs Jensen, Ph.D. and Bernard Coulie, M.D., Ph.D.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SQZ BIOTECHNOLOGIES COMPANY |
| | |
Date: July 29, 2021 | By: | | /s/ Lawrence Knopf |
| | | Lawrence Knopf |
| | | General Counsel |
