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 28, 2021
SQZ BIOTECHNOLOGIES COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
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001-39662 |
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46-2431115 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbols |
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Name of each exchange on which registered |
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Common Stock,
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SQZ |
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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. ☐
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 28, 2021, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of SQZ Biotechnologies Company (the “Company”), the Board appointed Patrick V.J.J. Vink, M.D. and Bernard Coulie, M.D., Ph.D. (the “New Directors”) to the Board, effective July 1, 2021 (the “Effective Date”). Dr. Vink will serve as a Class I director until the 2024 annual meeting of stockholders or until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Dr. Coulie will serve as a Class II director until the 2022 annual meeting of stockholders or until his successor has been duly elected and qualified or until his earlier death, resignation or removal. The Board determined that each of the New Directors are independent under the applicable rules of NYSE.
Pursuant to the Company’s Non-Employee Director Compensation Program and as described in the Company’s definitive proxy statement filed with the SEC on April 26, 2021, each of the New Directors will receive cash and an equity award for his service to the Board. The New Directors are not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between either of the New Directors and any other persons pursuant to which he was selected as a director. In addition, the New Directors will each enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.
As of the time of filing of this Current Report on Form 8-K, the Board has not determined the committees, if any, to which each of the New Directors will be appointed. If either of the New Directors are appointed to serve on a committee of the Board, he will be entitled to additional cash compensation under the Non-Employee Director Compensation Program in connection with such service.
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Item 7.01 |
Regulation FD Disclosure. |
On July 1, 2021, the Company issued a press release announcing the changes to the composition of its Board of Directors, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
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Exhibits |
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by SQZ Biotechnologies Company on July 1, 2021 furnished herewith. |
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.
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SQZ BIOTECHNOLOGIES COMPANY |
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Date: July 1, 2021 |
By: |
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/s/ Lawrence Knopf |
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Lawrence Knopf |
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General Counsel |
Exhibit 99.1
SQZ Biotechnologies Strengthens Board with Global Commercial and
Clinical Development Experience
Bernard Coulie, M.D., Ph.D. and Patrick Vink, M.D. Join Board of Directors
WATERTOWN, Mass., July 1, 2021 – SQZ Biotechnologies (NYSE: SQZ), focused on unlocking the full potential of cell therapies for multiple therapeutic areas, today announced the appointments of Bernard Coulie, M.D., Ph.D., and Patrick Vink, M.D., to its board of directors, adding global commercial and clinical development expertise.
“We are thrilled to have Bernard and Patrick join our Board,” said Armon Sharei, Ph.D., Chief Executive Officer and Founder of SQZ Biotechnologies. “As we execute on our clinical trials and look to broaden our pipeline to address multiple disease areas with SQZ’s novel cell therapies, their experience in the global market and managing clinical development programs will be tremendously valuable.”
“Adding these talented leaders to our board strengthens our entry into the clinic and our focus on patient care,” said Amy Schulman, Chair of the Board of Directors at SQZ Biotechnologies. “Bernard’s and Patrick’s healthcare and biotechnology experience will provide valuable support as the company grows. We also want to thank exiting board member Eric Moessinger, Partner at ND Capital, and acknowledge his counsel and support from the early days of SQZ through our public offering.”
Bernard Coulie, M.D., Ph.D., has more than 20 years of experience in drug development and company formation and growth. He is currently President & CEO of Pliant Therapeutics. Prior to this role, he cofounded Belgium-based ActoGeniX and served as CEO from 2006 until its acquisition in 2015. Prior to cofounding ActoGeniX, Dr. Coulie held positions with increasing responsibilities in drug discovery and clinical development at Johnson & Johnson Pharmaceutical Research and Development Europe. Dr. Coulie is currently board chair at a biotechnology company in the Netherlands and has held board seats in other companies utilizing a range of technologies.
Patrick Vink, M.D., has over 30 years of experience as a senior executive in the life sciences industry, including broad international expertise. Dr. Vink previously served as Executive Vice President at Cubist, Head of Global Biopharmaceuticals for the Sandoz division of the Novartis Group, Vice President of International Business for Biogen Inc., and Head of Worldwide Marketing, Cardiovascular and Thrombosis at Sanofi-Synthelabo Ltd. He was also a member of the Executive Committee of the European Federation of Pharmaceutical Industries and Associations. Dr. Vink is currently board chair or director in biotechnology companies in Denmark, Switzerland, U.K., and the U.S. and has experience across a range of distinct technology platforms.
About SQZ Biotechnologies
SQZ Biotechnologies is a clinical-stage biotechnology company focused on unlocking the full potential of cell therapies for patients around the world and has active programs in Oncology, Autoimmune and Infectious Diseases, and additional exploratory initiatives to support future pipeline growth. The company’s proprietary Cell Squeeze® technology offers the unique ability to deliver multiple biological materials into many patient cell types to engineer what we believe can be a broad range of potential therapeutics. With demonstrated production timelines under 24 hours and the opportunity to eliminate preconditioning and lengthy hospital stays, our approach could significantly broaden the therapeutic range and accessibility of cell therapies. The company’s first therapeutic applications seek to generate target-specific immune responses, both in activation for the treatment of solid tumors and infectious diseases, and in immune tolerance for the treatment of unwanted immune reactions and autoimmune diseases. For more information, please visit www.sqzbiotech.com/
Forward Looking Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements relating to our corporate governance, product candidates, preclinical and clinical activities, development plans, geographic expansion, clinical safety and efficacy, applicability across disease states and therapeutic impact. 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 our limited operating history; our significant losses incurred since inception and expectation to incur significant additional losses for the foreseeable future; the development of our initial product candidates, upon which our business is highly dependent; the impact of the COVID-19 pandemic on our operations and clinical activities; our need for additional funding and our cash runway; the lengthy, expensive, and uncertain process of clinical drug development, including uncertain outcomes of clinical trials and potential delays in regulatory approval; our ability to maintain our relationships with our third party vendors; and protection of our proprietary technology, intellectual property portfolio and the confidentiality of our trade secrets. These and other important factors discussed under the caption "Risk Factors" in our Annual Report on Form 10-K and 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 this date and SQZ 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.
Certain information contained in this press release relates to or is based on studies, publications, surveys and other data obtained from third-party sources and our own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this press release, we have not independently verified, and we
make no representation as to the adequacy, fairness, accuracy, or completeness of any information obtained from third-party sources.
SQZ Biotechnologies IR Contact:
investors@sqzbiotech.com
SQZ Biotechnologies Media Contact:
John Lacey
Corporate Communications
john.lacey@sqzbiotech.com
781-392-5514