SEC Form POS AM filed by SQZ Biotechnologies Company
As filed with the Securities and Exchange Commission on November 30, 2023
Registration No. 333-260980
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SQZ BIOTECHNOLOGIES COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 46-2431115 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
|
PO Box 5515 Wayland, Massachusetts 01778 (617) 758-8672 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | ||
Howard Bernstein, M.D., Ph.D.
SQZ Biotechnologies Company
PO Box 5515
Wayland, Massachusetts 01778 (617) 758-8672
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter N. Handrinos
Wesley C. Holmes
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
(617) 948-6000
Approximate date of commencement of proposed sale to the public: Not Applicable. The registrant is filing this post-effective amendment to remove from registration any securities registered hereunder that remain unsold.
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| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of Securities Act. ☐
TERMINATION OF REGISTRATION
This post-effective amendment (the “Post-Effective Amendment”) relates to the registration statement on Form S-3, Registration No. 333-260980 (the “Registration Statement”), filed by SQZ Biotechnologies Company (the “Company”) on November 12, 2021 with the Securities and Exchange Commission to register the sale from time to time of up to $250,000,000 in total of the following securities: (i) the Company’s common stock, par value $0.001 per share; (ii) the Company’s preferred stock, par value $0.001 per share; (iii) debt securities; (iv) warrants; or (v) units of any of the foregoing securities (collectively, the “Registered Securities”). The Registration Statement was declared effective on November 18, 2021.
The Company previously announced that it has determined to pursue potential strategic alternatives, which may include a partnership, acquisition, merger, business combination, or other transaction. Should a strategic alternative be implemented, the Company anticipates using available net proceeds to discharge its liabilities and outstanding obligations, distribute the remainder, if any, to stockholders and wind down its operations. Should the Company be unable to identify and implement a meaningful strategic alternative in a timely manner, the Company’s board of directors is likely to consider bankruptcy or other dissolution proceedings. In connection with the foregoing, the Company has determined to terminate the offerings of Registered Securities under the Registration Statement. Accordingly, the Company is filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statement, and, in accordance with the undertakings made by the Company in the Registration Statement, to remove from registration any and all of the Registered Securities that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Watertown, Commonwealth of Massachusetts, on the 30th day of November, 2023.
| SQZ BIOTECHNOLOGIES COMPANY | ||
| By: | /s/ Howard Bernstein, M.D., Ph.D. | |
| Howard Bernstein, M.D., Ph.D. | ||
| Interim Chief Executive Officer | ||
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No.1 to the Registration Statement.