(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(zip code) |
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)) |
Title of each class |
Trading Symbol(s) |
Name of exchange on which registered | ||
Item 8.01 |
Other Events. |
• | the transactions contemplated by the Merger Agreement; |
• | the timing, progress and results of preclinical studies and clinical trials for the Company’s current product candidates and other product candidates it may develop, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the trials will become available, and the Company’s research and development programs; |
• | the timing, scope or likelihood of regulatory filings and approvals, including timing of Investigational New Drug application and Biological Licensing Application filings for, and final U.S. Food and Drug Administration approval of the Company’s current product candidates and any other future product candidates; |
• | the success of the implementation of the Company’s corporate restructuring and strategic decision to pause the internal clinical development of SRF617 and focus resources on the advancement of SRF388 and SRF114; |
• | the timing, scope or likelihood of foreign regulatory filings and approvals; |
• | the Company’s ability to use its understanding of the tumor microenvironment to identify product candidates and to match immunotherapies to select patient subsets; |
• | the Company’s ability to develop and advance its current product candidates and programs into, and successfully complete, clinical studies; |
• | the Company’s ability to develop combination therapies, whether on its own or in collaboration with Novartis, GSK and other third parties; |
• | the Company’s manufacturing, commercialization and marketing capabilities and strategy; |
• | the pricing and reimbursement of the Company’s current product candidates and other product candidates it may develop, if approved; |
• | the rate and degree of market acceptance and clinical utility of the Company’s current product candidates and other product candidates it may develop; |
• | the potential benefits of and the Company’s ability to maintain its collaborations with Novartis and GSK and establish or maintain future collaborations or strategic relationships or obtain additional funding; |
• | the Company’s ability to retain the continued service of its key professionals and to identify, hire and retain additional qualified professionals; |
• | the Company’s intellectual property position, including the scope of protection it is able to establish and maintain for intellectual property rights covering its current product candidates and other product candidates it may develop, the validity of intellectual property rights held by third parties, and the Company’s ability not to infringe, misappropriate or otherwise violate any third-party intellectual property rights; |
• | the Company’s competitive position, and developments and projections relating to its competitors and its industry; |
• | the Company’s expectations related to the use of its existing cash, cash equivalents and marketable securities; |
• | the Company’s ability to raise capital to fund operations; |
• | the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
• | the Company’s ability to regain compliance with the closing bid price requirement for listing on the Nasdaq Stock Market LLC; and |
• | the impact of laws and regulations. |
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit Number |
Description | |
23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | |
99.1 | Financial Statements and Supplementary Data | |
99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkb as e Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Surface Oncology, Inc. | ||||||
Date: July 3, 2023 | By: | /s/ Jessica Fees | ||||
Jessica Fees | ||||||
Chief Financial Officer |