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): ~~October~~November 1127, 2024

Gritstone bio, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-38663		47-4859534
(State or Other Jurisdictionof Incorporation)		(~~Commission~~CommissionFile ~~File~~ Number)		(IRS EmployerIdentification No.)


5959 Horton Street, Suite 300
Emeryville, California		94608
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 510 871-6100

(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		TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common Stock, $0.0001 par value per share		~~GRTS~~GRTSQ		~~The Nasdaq Stock Market LLC~~N/A*

*	On October 22, 2024, the registrant’s common stock was suspended from trading on the Nasdaq Global Select Market. On October 22, 2024, the registrant’s common stock began trading on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “GRTSQ.”

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 2 7.0501 ~~Costs~~Regulation ~~Associated~~FD ~~With Exit or Disposal Activities~~Disclosure.

As previously disclosed, on October 10, 2024, Gritstone bio, Inc. (the “Company”) filed a voluntary petition for relief (the “Chapter 11 Case”) under chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. (the “Bankruptcy Court”).

On ~~October 16~~November 27, 2024, the Company ~~announced~~filed with the ~~termination~~Bankruptcy orCourt ~~separation~~its ofmonthly ~~approximately~~operating 25report ~~employees,~~for ~~effective~~the ~~November~~period 15beginning October 1, 2024, ~~representing~~and anending ~~approximate~~October 31, ~~19%~~2024 ~~reduction in force to maintain an organization of approximately 101 employees to continue operations in connection with~~ (the ~~Chapter 11 Case~~“MOR”).

InThe ~~connection~~information ~~with~~set ~~the~~forth ~~reduction~~ in ~~force~~Item ~~effective~~7.01 ~~November~~of ~~15,~~this ~~2024,~~Form ~~the~~8-K ~~impacted employees~~ will not be ~~provided~~deemed ~~all~~an ~~earned~~admission ~~wages~~as ~~and~~to ~~salary,~~the ~~all~~materiality ~~earned~~of ~~but~~any ~~unused~~information ~~paid~~required ~~time~~to ~~off,~~be ~~and~~disclosed asolely ~~severance~~by ~~payment~~Regulation ~~that~~FD. isThe ~~equal~~MOR tois 30attached ~~days~~hereto ofas ~~employment~~Exhibit 99.1. The ~~Company~~MOR ~~expects~~and other filings with the Bankruptcy Court related to ~~record~~the aChapter ~~one-time~~11 ~~charge~~Case ofmay ~~approximately~~be $0available electronically at https://veritaglobal.3net/gritstone. ~~million~~Documents ~~related~~and toother ~~the~~information ~~reduction~~available inon ~~its~~such ~~workforce,~~website ~~consistent~~are ~~primarily~~not part of ~~one~~this Form 8-~~time~~K ~~severance~~and ~~payments~~shall ~~upon~~not ~~termination~~be ofdeemed ~~the~~incorporated ~~employees~~by reference in this Form 8-K. The Company ~~expects~~has ~~that~~included the ~~majority~~website ofaddress ~~these~~in ~~charges~~this ~~will~~Form be8-K ~~incurred~~as inan ~~the~~inactive ~~fourth~~textual ~~quarter~~reference ~~of 2024~~only.

The information contained in this Item 3 7.01 ~~Notice~~and in Exhibit 99.1 is being “furnished” and shall not be deemed to be “filed” for purposes of ~~Delisting~~Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or ~~Failure~~otherwise subject to ~~Satisfy~~the aliabilities ~~Continued~~of ~~Listing~~that ~~Rule~~section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or ~~Standard;~~the ~~Transfer~~Exchange Act, whether made before or after the date hereof and regardless of ~~Listing.~~any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

OnCautionary ~~October 11,~~Statement ~~2024,~~Regarding the ~~Company~~MOR received written notice (the “Delisting Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Chapter 11 Case and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that the Company’s common stock will be delisted from Nasdaq. In the Delisting Notice, the staff of Nasdaq referenced the Chapter 11 Case and associated public concerns raised by it, concerns regarding the residual equity interest of the existing listed securities holders and concerns about the Company’s ability to sustain compliance with all requirements for continued listing on Nasdaq. The Delisting Notice also indicates that the Company may appeal Nasdaq’s determination pursuant to procedures set forth in Nasdaq Listing Rule 5800 Series. The Company does not intend to appeal this determination.

~~Trading~~The Company cautions investors and potential investors not to place undue reliance upon the information contained in the MOR, which was not prepared for the purpose of providing the ~~Company’s~~basis ~~common~~for ~~stock~~an ~~will~~investment bedecision ~~suspended~~relating atto any of the ~~opening~~securities of ~~business~~the onCompany. ~~October 22~~The MOR is limited in scope, ~~2024~~covers a limited time period and ahas ~~Form~~been ~~25-NSE~~prepared ~~will~~solely befor ~~filed~~the purpose of complying with the ~~Securities~~reporting requirements of the Bankruptcy Court. The MOR is not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. The MOR also contains information for periods shorter and otherwise different from those contained in the Company’s reports required to be filed pursuant to the Exchange ~~Commission~~Act. There can be no assurance that, ~~which~~from ~~will~~the ~~remove~~perspective of an investor or potential investor in the Company’s securities, ~~from~~the ~~listing~~MOR ~~and~~is ~~registration~~complete. onResults ~~Nasdaq.~~set forth in the MOR should not be viewed as indicative of future results.

Cautionary Statements Regarding Trading in the Company’s Securities

The Company’s securityholders are cautioned that trading in the Company’s Common Stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s Common Stock may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its Common Stock.

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to, statements regarding the process and potential outcomes of the Company’s Chapter 11 Case. These statements are based on management’s current expectations, and actual results and future events may differ materially due to risks and uncertainties, including, without limitation, risks inherent in the bankruptcy process, including the outcome of the Chapter 11 Case; the Company’s financial projections and cost estimates; the Company’s ability to raise additional funds during the Chapter 11 Case; the Company’s ability to sell any of its assets; the impact of the Chapter 11 Case on the listing of the Common Stock on the Nasdaq; and the effect of the Chapter 11 Case on the Company’s business prospects, financial results and business operations. These and other factors that may affect the Company’s future business prospects, results and operations are identified and described in more detail in the Company’s filings with the SEC, including the Company’s most recent Annual Report filed on Form 10-K and its subsequently filed Quarterly Reports on Form 10-Q. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. Except as required by applicable law, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Description

99.1		Gritstone bio, Inc. Monthly Operating Report for the period ended October 31, 2024.

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.

Gritstone bio, Inc.

Date: October 16, 2024

/s/ Andrew Allen

Date: November 29, 2024

/s/ Andrew Allen

Andrew Allen President and Chief Executive Officer

Andrew AllenPresident and Chief Executive Officer

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