Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

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 30, 2023

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)	(IRS Employer Identification No.)

200 Arsenal Yards Blvd Suite 210
Watertown, Massachusetts		02472
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617 758-8672

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 Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	SQZB	OTC Markets*

*On July 3, 2023, SQZ Biotechnologies Company common stock was suspended from trading on the New York Stock Exchange. On July 5, 2023, SQZ Biotechnologies Company common stock began trading on the OTC Markets operated by the OTC Markets Group, Inc., under the trading symbol SQZB.

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 30, 2023, the Board of Directors of SQZ Biotechnologies Company (the “Company”) approved retention bonuses for all of the Company’s employees, including the Company’s executive officers, pursuant to which each Company employee will receive a retention recognition bonus (the “Bonus”) by July 14, 2023; provided that, if before December 31, 2023, an employee voluntarily resigns from employment with the Company (other than for good reason, as defined in the employee’s employment agreement with the Company, if applicable) or the Company terminates the employee’s employment for cause (as defined in such employee’s employment agreement, if applicable, and if not applicable, then defined as misconduct or any other reason the Company determines to constitute “cause”), such employee is required to repay the total gross amount of the Bonus paid to the employee.

As part of the Plan, Howard Bernstein, Ph.D., Interim Chief Executive Officer of the Company, Richard Capasso, Chief Accounting Officer of the Company, Marshelle Smith Warren, M.D., Chief Medical Officer of the Company, and Lawrence Knopf, General Counsel of the Company, will receive Bonuses in the amount of $615,000, $193,640, $374,019 and $359,599, respectively, subject to the repayment obligations described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

10.1		Form of Retention Recognition Bonus Letter for Executive Employees
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.


			SQZ BIOTECHNOLOGIES COMPANY

Date:	July 7, 2023	By:	/s/ Lawrence Knopf
			Lawrence Knopf General Counsel

Empower Cells to Change Lives

Exhibit 10.1

To: EMPLOYEE

From: David First

July 10, 2023

Dear EMPLOYEE,

We are excited to share that the Board of Directors has approved the payment to you of a retention recognition bonus, subject to the terms of this agreement.

By July 14, 2023, you will receive a payment in the amount of: $TOTAL BONUS PAYOUT, less applicable taxes, provided you sign and return this letter to the undersigned by July 12, 2023.

Please note, that if before December 31, 2023, you voluntarily resign your employment with SQZ Biotechnologies Company (”SQZ”) other than for Good Reason (as defined in the Employment Agreement between you and SQZ dated DATE) the “Employment Agreement” or SQZ terminates your employment for Cause (as defined in the employment Agreement), then within ten days following your termination date, you will be required to repay the total gross amount of the retention recognition bonus paid to you. You agree that SQZ may (but will not be required to) deduct any such repayment from the after-tax amount of any payments that may be due to you from SQZ, including your final paycheck and that all payments under this letter will be subject to Section 8 (Parachute Payments) of the Employment Agreement, if applicable.

This letter is not intended to and does not change in any way the at-will nature of your employment and may be amended only by an instrument in writing signed by the parties hereto, and any provision hereof may be waived only by an instrument in writing signed by the party against whom or which enforcement of such waiver is sought. This letter is binding on and is for the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators and other legal representatives. You may not assign, transfer, alienate, sell, pledge or encumber, whether voluntarily, involuntarily or by operation of law your rights under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles that would result in the application of any law other than the law of the Commonwealth of Massachusetts. This letter constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes any prior understandings or agreements with respect thereto. This letter may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A .pdf or other electronic signature shall be deemed to be and have

Empower Cells to Change Lives

the effect of an original signature.

On behalf of the entire leadership team, thank you for your continued hard work and dedication toward SQZ’s success.

Sincerely,

/s/ David First

David First

Acknowledged and agreed (return by July 12, 2023):

EMPLOYEE

Document And Entity Information	Jun. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Entity Registrant Name	SQZ BIOTECHNOLOGIES COMPANY
Entity Central Index Key	0001604477
Entity Emerging Growth Company	true
Securities Act File Number	001-39662
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-2431115
Entity Address, Address Line One	200 Arsenal Yards Blvd
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Watertown
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02472
City Area Code	617
Local Phone Number	758-8672
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	SQZB