UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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): ~~August~~ September 108, 2023

_______________________________

Atreca, Inc.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Its Charter)

_______________________________

Delaware	001-38935	27-3723255
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

835 Industrial Rd., Suite 400 San Carlos, California		94070
(Address of Principal Executive Offices)		(Zip Code)

Delaware	001-38935	27-3723255
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

835 Industrial Rd., Suite 400

San Carlos, California 94070

(Address of Principal Executive Offices) (Zip Code)

(650) 595-2595

(Registrant'’s ~~telephone~~Telephone ~~number~~Number, Including Area ~~including area code~~Code)

~~Not~~Check ~~Applicable~~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 (see General Instructions A.2. below):

~~(Former~~¨ ~~name~~Written orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed~~425 ~~since~~under ~~last~~the ~~report~~Securities Act (17 CFR 230.425)

~~_______________________________~~¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Check~~¨ ~~the appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) ~~the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~240.14d-2(b))

☐¨ ~~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 Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		BCEL		The Nasdaq Stock Market LLC

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 ☒x

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 23.~~02.~~01 ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~August 10~~September 8, 2023, Atreca, Inc. (the “Company”) ~~issued~~received anotice ~~press~~from ~~release~~The ~~reporting~~Nasdaq ~~its~~Stock ~~financial~~Market ~~results~~LLC ~~for~~(“Nasdaq”) ~~the~~notifying it ~~quarter~~that ~~ended~~on ~~June 30~~September 7, 2023, ~~and~~the ~~recent~~average ~~corporate~~closing ~~developments~~price of the Company’s Class A common stock, $0.0001 par value per share (the “Class A ~~copy~~Common ofStock”), ~~such~~over ~~press~~the ~~release~~prior is30 ~~furnished~~consecutive ~~hereto~~trading asdays ~~Exhibit~~had ~~99.~~fallen below $1.00 per share, which is the minimum average closing price required to maintain listing on Nasdaq under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”).

~~The~~In ~~information~~accordance ~~contained~~with inNasdaq ~~Item~~Listing ~~2.02 of this Current Report on Form 8-K~~Rule 5810(c)(3)(A), ~~including~~the ~~Exhibit~~Company has ~~99.1,~~180 ~~shall~~calendar ~~not~~days beto ~~deemed~~regain ~~“filed”~~compliance ~~for~~with ~~purposes~~the ofMinimum ~~Section~~Bid 18Requirement of (the ~~Securities~~“Grace ~~Exchange Act of 1934~~Period”), ~~as amended, or otherwise~~ subject to ~~the liabilities of that section or Sections 11 and 12(~~ a~~)(2)~~ ofpotential ~~the~~180 ~~Securities~~calendar ~~Act~~day ~~of 1933~~extension, as ~~amended,~~described ~~nor~~below. ~~shall~~To itregain becompliance, ~~deemed incorporated by reference into any filing with~~ the ~~U.S.~~closing ~~Securities~~bid ~~and~~price ~~Exchange~~of ~~Commission made by~~ the ~~Company,~~Class A ~~whether~~Common ~~made~~Stock must ~~before~~be orat ~~after~~least ~~the~~$1.00 ~~date~~per ~~hereof,~~share ~~except~~for asa ~~expressly~~minimum ~~set~~of ~~forth~~ten byconsecutive ~~reference~~business indays ~~such~~within athe ~~filing~~Grace Period.

~~Item~~If 2the Company does not achieve compliance with the Minimum Bid Requirement by March 6, 2024, the end of the Grace Period, it may be eligible for an additional 180 calendar day period to regain compliance.~~05.~~ To ~~Costs~~qualify, ~~Associated~~the Company will be required to meet the continued listing requirement for market value of its publicly held shares and all other Nasdaq initial listing standards, with ~~Exit~~the exception of the bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. However, if it appears to Nasdaq staff that the Company will not be able to cure the deficiency, or ~~Disposal~~if ~~Activities~~the Company does not meet the other Nasdaq listing standards, Nasdaq could provide notice that the Class A Common Stock will be subject to delisting. In the event the Company receives notice that the Class A Common Stock is being delisted, the Company would be entitled to appeal the determination to a Nasdaq Listing Qualifications Panel and request a hearing.

OnThe ~~August 10, 2023, the~~ Company ~~implemented~~intends ~~and~~to ~~announced~~actively amonitor ~~corporate~~the ~~reorganization~~closing ofbid ~~its~~price ~~operations. As part~~ of the Class A ~~reorganization,~~Common ~~the~~Stock ~~Company~~and iswill ~~undertaking~~evaluate ~~cost-saving~~available ~~initiatives,~~options ~~including~~to aregain ~~workforce~~compliance ~~reduction~~with ~~of approximately 40% of its current employees and~~ the ~~suspension~~Minimum ofBid ~~the development of ATRC-101, its former lead product candidate~~Requirement. ~~The~~There ~~total~~can ~~cost~~be ~~related~~no toassurance that the ~~workforce~~Company ~~reduction~~will isbe ~~estimated~~able to beregain ~~approximately~~compliance ~~$1.6~~with ~~million,~~the ~~all~~Minimum ofBid ~~which~~Requirement isor ~~cash-based~~maintain ~~expenditures~~compliance ~~related~~with ~~primarily~~the toother ~~severance~~listing ~~payments~~requirements. The ~~Company~~notice ~~expects~~has tono ~~recognize~~immediate ~~substantially~~effect ~~all~~on the ~~charges~~listing ~~related~~or totrading ~~the~~of ~~workforce reduction in~~ the ~~quarter~~Class A ~~ending~~Common ~~September 30~~Stock, ~~2023.~~which ~~These~~will ~~estimates~~continue ~~are subject~~ to abe ~~number~~listed ~~of assumptions~~ and ~~actual~~traded on ~~results~~Nasdaq, ~~may~~subject ~~differ.~~to ~~The~~the Company’s ~~may~~compliance ~~also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated~~ with, the ~~workforce~~other ~~reduction~~Nasdaq listing standards.

In addition, the Company announced plans to focus its efforts on advancing its preclinical antibody-drug conjugate candidates, including APN-497444, while preserving its core discovery capabilities. Although the Company is unable to estimate in good faith the approximate charges to be incurred in connection with the suspension of the development of ATRC-101, as a result of the Company’s corporate reorganization, the Company expects that its existing cash, cash equivalents and investments will be sufficient to fund its operating and capital needs through early 2024. The Company is also evaluating further cost-saving initiatives.SIGNATURES

~~Forward-Looking~~Pursuant ~~Statements~~to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

This Current Report contains statements regarding matters that are not historical facts that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding our strategy and future plans, including statements regarding our corporate reorganization to reduce expenses and extend our cash runway through early 2024, including a reduction in our workforce and the suspension of the development of ATRC-101, the timing, costs and effectiveness of our recently announced, or any future, cost-saving initiatives, our plans to focus on our preclinical ADC candidates, including APN-497444, and our ability to preserve our core discovery capabilities. Our actual results may differ materially from those indicated in these forward-looking statements due to risks and uncertainties related to the initiation, timing, progress and results of our research and development programs, preclinical studies, clinical trials, regulatory submissions, and other matters that are described in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (SEC) and available on the SEC’s website at www.sec.gov, including the risk factors set forth therein. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and we undertake no obligation to update any forward-looking statement in this press release, except as required by law.

		Atreca, Inc.

Dated:	September 14, 2023	By:	/s/ Herbert Cross
			Herbert Cross
			Chief Financial Officer

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
99.1		Press Release titled "Atreca Reports Second Quarter 2023 Financial Results and Announces Corporate Restructuring," dated August 10, 2023, furnished herewith
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	Atreca, Inc.
Date: August 10, 2023	By:	/s/ Herbert Cross
		Herbert Cross
		Chief Financial Officer

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