SQZ Biotechnologies (SQZ)

Filed: 18 Nov 21, 5:03pm





(Amendment No. 1)



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2021




(Exact name of Registrant as Specified in Its Charter)






(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)






200 Arsenal Yards Blvd

Suite 210


Watertown, Massachusetts



(Address of Principal Executive Offices)


(Zip Code)


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



(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




Name of each exchange on which registered

Common Stock, $0.001 par value per share




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 November 4, 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 November 4, 2021, the Company filed the Original Filing disclosing that the Company's Board of Directors (the "Board") had appointed Richard Capasso as the Company's Chief Accounting Officer and principal accounting officer. The terms of any material plan, contract or arrangement entered into or any grant or award made in connection with this appointment were not determined as of the filing of the Original Filing.


This Amendment Filing is being filed to report that, in connection with Mr. Capasso's appointment to Chief Accounting Officer and principal accounting officer, the Company has agreed to pay Mr. Capasso an annual base salary of $320,000 and he will be eligible to receive an annual target bonus of up to 35% of his base salary. Additionally, Mr. Capasso is eligible for a one-time bonus of $75,000 (the "Step-Up Bonus) which Step-Up Bonus shall be paid on January 15, 2022. If Mr. Capasso voluntarily terminates his employment on or before October 15, 2022, he shall be required to repay the full Step-Up Bonus to the Company at the effective time of his termination.



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






November 18, 2021


/s/ Lawrence Knopf




Lawrence Knopf
General Counsel