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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): August 2, 2023

~~Date~~SURFACE ofONCOLOGY, ~~Report~~INC. (~~Date~~Exact name of ~~earliest~~Registrant ~~event~~as ~~reported):~~Specified ~~July 6,~~in ~~2023~~Its Charter)

Surface Oncology, Inc.


Delaware (State or Other Jurisdiction of Incorporation)	001-38459 (Commission File Number)	46-5543980 (IRS Employer Identification No.)

50 Hampshire Street, 8th Floor Cambridge, MA (Address of principal executive offices)		02139 (zip code)

~~(Exact~~Registrant’s ~~name~~telephone ofnumber, ~~registrant~~including asarea ~~specified in its charter~~code:(617) 714-4096

Delaware		001-38459		46-5543980
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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 (see General Instructions A.2. below):

50☐ ~~Hampshire~~Written ~~Street,~~communications ~~8th~~pursuant ~~Floor~~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))

Cambridge, MA 02139

(Address of principal executive offices, including zip code)

(617) 714-4096

(Registrant’s telephone number, including area code)

Not applicable

(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)~~	Trading Symbol(s)	~~Name of each exchangeon which registered~~	Name of exchange on which registered
Common Stock, par value $0.0001 per share	SURF		The Nasdaq Global Market
Common stock, $0.0001		SURF		The Nasdaq Global 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-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 32.~~01.~~02 ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition.

AsOn ~~previously disclosed, on January~~August 62, 2023, Surface Oncology, Inc. (the “Company”) ~~received~~announced aFinancial ~~deficiency~~Results ~~letter~~and ~~from~~Corporate ~~the~~Highlights ~~Nasdaq~~for ~~Listing Qualifications Department of~~ the ~~Nasdaq~~three ~~Stock~~and ~~Market~~six ~~LLC~~months ~~(“Nasdaq”)~~ended ~~notifying the Company that, for the last~~ June 30 ~~consecutive business days~~, ~~the closing bid price for the Company’s common stock (the “Common Stock”) has been below the minimum $1~~2023.00 ~~per share required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). In accordance with Nasdaq Listing Rule 5810(c)(3)(~~A), ~~the~~copy ~~Company was provided an initial period~~ of ~~180~~the ~~calendar~~press ~~days,~~release oris ~~until~~being ~~July 5,~~furnished ~~2023~~as ~~(the~~Exhibit ~~“Compliance~~99.1 ~~Date”),~~ to ~~regain~~this ~~compliance~~Report ~~with~~on ~~Rule~~Form ~~5550(a)(2)~~8-K.

OnThe ~~June 28,~~information ~~2023,~~in ~~the~~this ~~Company~~Report ~~applied~~on toForm ~~transfer~~8-K ~~the~~and ~~listing~~Exhibit of99.1 ~~the~~attached ~~Common~~hereto ~~Stock~~is ~~from~~intended ~~the~~to ~~Nasdaq~~be ~~Global~~furnished ~~Market~~and toshall ~~the~~not ~~Nasdaq~~be ~~Capital~~deemed ~~Market (the~~ “~~Transfer~~filed”). Onfor ~~July 6,~~purposes ~~2023,~~of ~~Nasdaq~~Section ~~notified~~18 ~~the~~of ~~Company that~~ the ~~Transfer~~Securities ~~was~~Exchange ~~approved,~~Act ~~and~~of ~~that,~~1934 ~~in connection with the Transfer, the Company was eligible for an additional 180 calendar day period, or until January 2, 2024~~ (the “~~Extended~~Exchange ~~Compliance Date~~Act”), toor ~~regain~~otherwise ~~compliance~~subject ~~with~~to ~~Rule 5550(a)(2). Effective at~~ the ~~opening~~liabilities of ~~business~~that ~~on July 10~~section, ~~2023,~~nor ~~the~~shall ~~Common~~it ~~Stock will~~ be ~~transferred~~deemed toincorporated ~~the~~by ~~Nasdaq~~reference ~~Capital~~in ~~Market.~~any ~~The~~filing ~~Common Stock will continue to trade~~ under the ~~symbol~~Securities ~~“SURF.”~~Act ~~The~~of ~~Nasdaq~~1933 ~~Capital~~or ~~Market operates in substantially~~ the ~~same~~Exchange ~~manner as the Nasdaq Global Market~~Act, ~~but~~except ~~with~~as ~~less~~expressly ~~stringent~~set ~~listing~~forth ~~requirements,~~by ~~although~~specific ~~listed~~reference ~~companies~~in ~~must~~such ~~meet certain financial requirements and comply with Nasdaq’s corporate governance requirements~~filing.

~~The~~Item ~~Company~~9.01 ~~intends~~Financial toStatements ~~continue to monitor the closing bid price of the Common Stock~~ and ~~will consider available options, including a reverse stock split, to regain compliance with Rule 5550(a)(2)~~Exhibits. ~~There can be no assurance that the Company will be able to regain compliance with Rule 5550(a)(2) or will otherwise be in compliance with other Nasdaq listing criteria.~~

~~SIGNATURE~~(d) Exhibits.

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.


Exhibit Number						Description

99.1						Press release issued by Surface Oncology, Inc. on August 2, 2023
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.


	Surface Oncology, Inc.

Date: August 2, 2023	By:	/s/ Jessica Fees
		Jessica Fees
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Surface Oncology, Inc.

Date: July 7, 2023

/s/ Jessica Fees

Jessica Fees

Chief Financial Officer

Filing Compare · Surface Oncology, Inc.