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~~June 330, 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		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		~~SQZ~~SQZB		~~The~~OTC ~~New York Stock Exchange~~Markets*

*On July 3, 2023, SQZ Biotechnologies Company common stock was suspended from trading on the New York Stock Exchange. On July 5, 2023, SQZ Biotechnologies Company common stock began trading on the OTC Markets operated by the OTC Markets Group, Inc., under the trading symbol SQZB.

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 35.0102 ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

On ~~July~~June 330, 2023, the Board of Directors of SQZ Biotechnologies Company (the “Company”) ~~received~~approved aretention ~~written~~bonuses ~~notice~~for ~~from~~all of the ~~New~~Company’s ~~York~~employees, ~~Stock~~including ~~Exchange~~the Company’s executive officers, pursuant to which each Company employee will receive a retention recognition bonus (the “~~NYSE~~Bonus”) ~~notifying~~by ~~the~~July ~~Company~~14, 2023; provided that, ~~the~~if ~~NYSE~~before ~~will~~December ~~commence~~31, ~~proceedings~~2023, toan ~~delist~~employee voluntarily resigns from employment with the Company (other than for good reason, as defined in the employee’s ~~common~~employment ~~stock~~agreement ~~(“Common~~with ~~Stock”~~the Company, if applicable) ~~from~~or the ~~NYSE.~~Company ~~The~~terminates ~~NYSE~~the ~~reached~~employee’s ~~this~~employment ~~determination~~for ~~pursuant~~cause to(as ~~Section~~defined ~~802.01B~~in ofsuch ~~the NYSE~~employee’s ~~Listed~~employment ~~Company~~agreement, ~~Manual~~if ~~because~~applicable, ~~the~~and ~~Company~~if ~~had~~not ~~fallen~~applicable, ~~below~~then ~~the~~defined ~~NYSE’s~~as ~~continued~~misconduct ~~listing~~or ~~standard~~any ~~requiring~~other ~~listed~~reason ~~companies~~the Company determines to ~~maintain~~constitute an“cause”), ~~average~~such ~~global~~employee ~~market~~is ~~capitalization~~required ofto atrepay ~~least~~the ~~$15~~total ~~million~~gross ~~over~~amount aof ~~consecutive~~the ~~30-trading~~Bonus ~~day~~paid ~~period~~to the employee.

~~The~~As ~~NYSE~~part ~~will~~of ~~apply~~the toPlan, ~~the~~Howard ~~Securities~~Bernstein, ~~and~~Ph.D., ~~Exchange~~Interim ~~Commission~~Chief ~~(“SEC”)~~Executive toOfficer ~~delist~~of the ~~Common~~Company, ~~Stock~~Richard ~~upon~~Capasso, ~~completion~~Chief Accounting Officer of ~~all~~the ~~applicable~~Company, ~~procedures.~~Marshelle ~~The~~Smith ~~Company~~Warren, ~~does~~M.D., ~~not~~Chief ~~intend~~Medical toOfficer ~~appeal~~of the ~~NYSE’s~~Company, ~~determination~~ and, ~~accordingly~~Lawrence Knopf, General Counsel of the Company, ~~expects~~will ~~that~~receive Bonuses in the ~~Common~~amount ~~Stock~~of ~~will~~$615,000, be$193,640, ~~delisted~~$374,019 and $359,599, respectively, subject to the repayment obligations described above.

~~The~~Item ~~NYSE suspended trading in the Common Stock immediately after market close on July 3, 2023~~9.01 ~~The~~Financial ~~Common~~Statements ~~Stock~~and ~~will begin trading in the over-the-counter markets commencing on July 5, 2023~~Exhibits.

~~The~~(d) over-the-counter markets are significantly more limited than the NYSE, and quotation on the over-the-counter markets may result in a less liquid market available for existing and potential securityholders to trade the Common Stock and could further depress the trading price of the Common Stock. The Company can provide no assurance that the Common Stock will continue to trade on the over-the-counter markets, whether broker-dealers will continue to provide public quotes of the Common Stock or whether the trading volume of the Common Stock will be sufficient to provide for an efficient trading market.Exhibits

Item 8.01 Other Events.


Exhibit Number		Description

10.1		Form of Retention Recognition Bonus Letter for Executive Employees
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Following notification from the NYSE on July 3, 2023 that the NYSE will commence proceedings to delist the Common Stock, the Company determined to defer the effective date of the Company’s previously announced reverse stock split from July 6, 2023 to a later date that has not yet been determined.

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 37, 2023	By:	/s/ Lawrence Knopf
			Lawrence KnopfGeneral Counsel

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