SQZ SQZ Biotechnologies Company

Item 8.01 Other Events.

On June 15, 2023, following the Annual Meeting, the Board of Directors (the “Board”) of the Company approved a one-for-ten reverse stock split (the “Reverse Stock Split”) of the Company’s common stock.

The Reverse Stock Split is expected to become effective on July 6, 2023, at 5:00 p.m. ET (the “Effective Time”), with shares to begin trading on a split-adjusted basis at market open on July 7, 2023, under the existing symbol “SQZ” and new CUSIP number 78472W203. In connection with the reverse stock split, every 10 shares of SQZ common stock issued and outstanding as of the Effective Time will be automatically converted into one share of SQZ common stock. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional shares. The cash payment to be paid will be equal to the fraction of a share to which the stockholder would otherwise be entitled multiplied by the closing price per share of the Company’s common stock as reported by the NYSE (as adjusted to give effect to the Reverse Stock Split) on the Effective Time.

As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans and existing agreements, as well as the exercise price and/or any stock price goals, as applicable.

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements relating to the Company’s plan to notify the NYSE of its intent to cure the continued listing requirement deficiencies and any potential plans to cure the deficiencies, the Company’s ability to return to and maintain compliance with the NYSE continued listing standards, and the Reverse Stock Split and timing thereof. These forward-looking statements are based on management's current expectations. Actual results could differ from those projected in any forward-looking statements due to several risk factors. Such factors include, among others, risks and uncertainties related to the Company’s ability to regain compliance with the NYSE’s continued listing standards within the applicable cure period; the Company’s ability to continue to comply with the applicable NYSE continued listing standards; the Company’s limited operating history; the Company’s significant losses incurred since inception and expectation to incur significant additional losses for the foreseeable future; the Company’s ability to continue as a going concern; the Company’s ability to successfully execute or achieve the benefits of its strategic prioritization and other cost saving measures; the development of the Company’s initial product candidates, upon which its business is highly dependent; the impact of the COVID-19 pandemic on the Company’s operations and clinical activities; the Company’s need for additional funding and its cash runway; the lengthy, expensive, and uncertain process of clinical drug development, including uncertain outcomes of clinical trials and potential delays in regulatory approval; the Company’s ability to maintain its relationships with its third party vendors; and protection of the Company’s proprietary technology, intellectual property portfolio and the confidentiality of its trade secrets. These and other important factors discussed under the caption "Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and its other filings with the U.S. Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements. Any forward-looking statements represent management's estimates as of the date of this Report and the Company undertakes no duty to update these forward-looking statements, whether as a result of new information, the occurrence of current events, or otherwise, unless required by law.