UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): ~~December~~March 283, ~~2021~~2022

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GENOCEA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

_______________________________________

Delaware

001-36289

51-0596811

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

100 Acorn Park Drive, 5th Floor

Cambridge, MA 02140

(Address of principal executive offices, including zip code)

(617) 876-8191

(Registrant’s telephone number, including area code)

_______________________________________

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

GNCA

Nasdaq

Capital Market

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-2of the Securities Exchange Act of 1934 (§ 240 12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by a 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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~March 283, ~~2021~~2022, ~~Genocea Biosciences, Inc. (~~the ~~"Company")~~Board ~~entered~~of ~~into~~Directors ~~a research and development collaboration and option agreement~~ (the “~~Agreement~~Board”) ~~with~~of ~~Janssen~~Genocea ~~Biotech~~Biosciences, Inc. (the "~~Janssen~~Company"), ~~one~~elected ofJohn ~~the~~Lunger ~~Janssen~~to ~~Pharmaceutical~~the ~~Companies~~Board ofas ~~Johnson~~an ~~and~~independent ~~Johnson~~director, toeffective ~~use~~March 3, ~~the~~2022. ~~Company's~~Mr. ~~proprietary~~Lunger ~~ATLASTM~~will ~~platform~~be toa ~~explore~~Class ~~the~~III ~~immunogenicity~~director of ~~neoantigens and~~ the ~~role~~Company and ~~impact~~will ofbe ~~inhibitory~~nominated ~~antigens, or InhibigensTM, in the context of vaccine therapies~~ for ~~cancer.~~re-election ~~Under~~at the ~~Agreement,~~annual ~~the~~meeting ~~Company will receive an upfront fee~~ of ~~$1.7 million~~the ~~for~~stockholders ~~research relating to an identified tumor type and is eligible to receive research and development funding up to a potential total~~ of ~~$3.3 million.~~the ~~The~~Company ~~Agreement includes an option for Janssen~~ to ~~negotiate~~be aheld ~~future~~in ~~strategic partnership to develop non-personalized vaccine products relating to two tumor types using Genocea’s ATLAS platform and expertise on Inhibigens~~2023.

~~The~~Mr. ~~foregoing~~Lunger ~~description~~is ofcurrently ~~the~~Chief ~~principal~~Patient ~~terms~~Supply ofOfficer at Adaptimmune, leading the ~~Agreement~~teams isresponsible afor ~~general~~producing ~~description~~and ~~only~~delivering products to patients, ~~does~~accelerating ~~not~~supply ~~purport~~execution and optimizing the supply chain to be ~~complete~~ready for commercialization. Before joining Adaptimmune, ~~and~~Mr. isLunger ~~qualified~~was inHead ~~its~~of ~~entirety~~Supply byChain ~~reference~~and toCommercial ~~the~~Product ~~terms~~Supply ofat ~~the~~Merrimack ~~Agreement~~Pharmaceuticals. Earlier in his career, ~~which~~he ~~will~~held bevarious ~~attached~~senior asmanufacturing, anoperational ~~exhibit~~and tostrategy ~~the~~roles ~~Company's~~at ~~next~~VWR ~~periodic~~International, ~~filing~~Pfizer and Wyeth Pharmaceuticals.

~~Item~~Mr. 7Lunger will receive compensation from the Company for his service as a director in accordance with the Company’s non-employee director compensation policy, including an annual director fee of $35,000.01 ~~Regulation~~Pursuant FDto ~~Disclosure~~the Company’s non-employee director compensation policy and its 2014 Equity Incentive Plan and non-qualified stock option award agreement, Mr. Lunger received an award of stock options to purchase 30,000 shares of the Company’s common stock on March 3, 2022.

OnIn ~~January~~accordance 4,with ~~2022~~the Company’s customary practice, the Company ~~issued~~has aentered ~~press~~into ~~release~~an ~~announcing~~indemnification ~~the~~agreement ~~Agreement~~with Mr. ALunger, ~~copy~~which ofrequires the ~~press~~Company ~~release~~to isindemnify ~~attached~~him ~~hereto~~against ascertain ~~Exhibit~~liabilities ~~99.1.~~that ~~The~~may ~~information~~arise in ~~this~~connection ~~Item~~with ~~7.01~~his ofstatus ~~this~~or ~~Form~~service ~~8-K,~~as ~~including~~a ~~Exhibit 99~~director.1, isThe ~~being~~indemnification ~~furnished~~agreement ~~and~~also ~~shall~~provides ~~not~~for bean ~~deemed~~advancement ~~filed~~of ~~for~~expenses ~~purposes~~incurred ofby ~~Section~~Mr. 18Lunger ofin ~~the~~connection ~~Exchange~~with ~~Act~~any ofproceeding ~~1934,~~relating to his status as ~~amended~~a ~~(the~~director. ~~“Exchange~~The ~~Act”),~~foregoing ordescription ~~otherwise~~is ~~subject~~qualified toin ~~the~~its ~~liabilities~~entirety ofby ~~that~~the ~~section,~~full ~~nor~~text ~~will~~of itthe beform ~~incorporated~~of byindemnification ~~reference~~agreement, inwhich ~~any~~was ~~filing~~filed ~~under~~with the Securities ~~Act~~and orExchange inCommission ~~any~~(the ~~filing~~“SEC”) ~~under~~as Exhibit 10.1 to the ~~Exchange~~Company’s ~~Act,~~Registration ~~except~~Statement ason ~~expressly~~Form ~~set~~S-1 ~~forth~~(Registration byNo. ~~specific~~333-193043), ~~reference~~and inwhich ~~such~~is ~~filing~~incorporated herein by reference.

There is no arrangement or understanding between Mr. Lunger and any other person pursuant to which Mr. Lunger was selected as a director. Other than as described above, there are no transactions involving Mr. Lunger requiring disclosure under Item 404(a) of Regulation S-K of the SEC.

A press release announcing Mr. Lunger’s election to the Board is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1						Press ~~release~~Release issued by Genocea Biosciences, Inc. on ~~January~~March 47, 2022
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 hereunto duly authorized.


						GENOCEA BIOSCIENCES, INC.

			By:			/s/ DIANTHA DUVALL
						Diantha Duvall
						Chief Financial Officer
						(Principal Financial Officer)

Date: ~~January~~March 47, 2022

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