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): ~~July~~September 2413, 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

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 81.0102 ~~Other~~Termination ~~Events~~of a Material Definitive Agreement.

On ~~July~~September 2513, 2023, SQZ Biotechnologies Company (the “Company” or “SQZ”), ~~announced that~~ F. Hoffmann-La Roche Ltd (“Roche Basel”) and Hoffmann-La Roche Inc. (“Roche US”, and together with Roche Basel, “Roche”) ~~determined~~agreed ~~that~~to ~~Roche~~terminate ~~will not exercise its option under~~ the License and Collaboration Agreement, dated October 5, 2018, by and between the Company and Roche, to(as ~~obtain~~amended anor ~~exclusive~~modified, ~~license~~the to“Agreement”), ~~develop~~effective ~~and~~September ~~commercialize~~13, 2023 (the ~~Company’s~~“Effective ~~candidate~~Date”). ~~targeting~~No ~~HPV~~early 16termination ~~positive~~penalty ~~solid~~will ~~tumors~~be ~~under~~incurred ~~the~~by ~~Company’s~~either ~~SQZ-APC-HPV program~~party. ~~The~~On the Effective Date, the Company will regain full clinical development and future commercialization rights for ~~its~~all ~~programs targeting HPV 16 positive tumors. The Company also announced that it intends to explore potential strategic alternatives to support the advancement of~~ its oncology programs, including human papilloma virus (“HPV”) 16 positive tumors~~, in an effort to allow the Company to partner all its clinical and preclinical assets across all disease areas and indications~~. Potential strategic partnerships may include, but are not limited to, a partnership, acquisition, merger, business combination, or other transaction. There can be no assurance that this process will result in SQZ pursuing a transaction or that any transaction, if pursued, will be completed on attractive terms. SQZ has not set a timetable for completion of this process and does not intend to comment further unless or until the Board of Directors has approved a definitive course of action, the process is concluded, or it is determined that other disclosure is appropriate.

~~Forward~~Under ~~Looking~~the ~~Statements~~terms of the Agreement, the Company and Roche had agreed to jointly develop certain products based on mononuclear antigen presenting cells (“APCs”), including HPV, using the SQZ® APC platform for the treatment of oncology indications. The Company granted Roche a non-exclusive license to its intellectual property, and Roche granted the Company a non-exclusive license to its and its affiliates’ intellectual property for the purpose of performing research activities. Under the Agreement, Roche was granted option rights to obtain an exclusive license to develop APC products or products derived from the collaboration programs on a product-by-product basis and to develop a Tumor Cell Lysate (“TCL”) product. For each of the APC products and TCL product, if Roche exercised its option and paid a specified incremental amount, Roche would have received worldwide, exclusive commercialization rights for the licensed products.

~~This~~The ~~Current~~foregoing ~~Report~~is ononly ~~Form~~a ~~8-K~~summary ~~contains forward-looking statements within the meaning~~ of the ~~Private~~material ~~Securities~~terms ~~Litigation Reform Act~~ of ~~1995.~~the ~~Such statements are based upon current plans~~Agreement, ~~estimates~~does ~~and~~not ~~expectations~~purport ~~of management that are subject~~ to ~~various~~be ~~risks~~complete and ~~uncertainties~~is ~~that~~qualified ~~could~~in ~~cause~~its ~~actual~~entirety ~~results~~by reference to ~~differ~~the ~~materially~~full ~~from~~text ~~such~~of ~~statements.~~(i) ~~The~~the ~~inclusion~~License ofand ~~forward-looking~~Collaboration ~~statements~~Agreement, ~~should~~dated ~~not~~October be5, ~~regarded~~2018, asby aand ~~representation~~between ~~that~~the ~~such~~Company ~~plans~~and Roche, ~~estimates~~which ~~and~~was ~~expectations~~filed ~~will~~as beExhibit ~~achieved~~10.7 ~~Words~~to ~~such~~the asCompany’s ~~“anticipate,”~~Registration ~~“expect,”~~Statement ~~“project,”~~on ~~“intend,”~~Form ~~“believe~~S-1,” ~~“may,”~~filed ~~“will,”~~with ~~“should,”~~the ~~“plan,”~~Securities ~~“could,”~~and ~~“may,”~~Exchange ~~“continue,”~~Commission ~~“target,”~~(the “~~contemplate,~~Commission”) ~~“estimate,”~~on ~~“forecast,”~~October ~~“guidance~~9,” ~~“predict~~2020,” ~~“possible,” “potential,” “pursue,” “likely,”~~ and ~~similar~~(ii) ~~expressions~~the ~~are~~Accord ~~intended~~relating to ~~identify~~License ~~forward-looking~~and ~~statements~~Collaboration Agreement, ~~though~~dated ~~not~~November ~~all forward-looking statements use these words or expressions. All statements~~5, ~~other than historical facts~~2019, ~~including~~between ~~statements regarding~~ the Company’s ~~potential partnerships~~ and ~~collaborations~~Roche, ~~and~~which ~~the~~was ~~Company’s~~filed ~~exploration~~as ofExhibit ~~strategic partnerships or other alternatives are forward-looking statements~~10.8 ~~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, including but not limited to~~ the ~~important factors discussed under the caption "Risk Factors" in the~~ Company’s ~~Annual~~Registration ~~Report~~Statement on Form 10S-~~K for the year ended December 31~~1, ~~2022,~~filed ~~and its other filings~~ with the ~~U.S. Securities and Exchange~~ Commission. ~~Any~~on ~~forward-looking~~October ~~statements represent management's estimates as of this date and the Company undertakes no duty to update these forward-looking statements~~9, ~~whether as a result of new information, the occurrence of current events, or otherwise, unless required by law~~2020.

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~~September 2515, 2023	By:	/s/ Lawrence Knopf
			Lawrence KnopfGeneral Counsel

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