SURF / Surface Oncology Inc - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

As filed with the Securities and Exchange Commission on September 18, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES E

15-12G As filed with the Securities and Exchange Commission on September 18, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Coherus Completes Surface Oncology Acquisition – Clinical-stage product candidates, casdozokitug and CHS-114, significantly advance next-generation immuno-oncology portfolio focused on the tumor microenvironment – – I-O combinations will potentially

Exhibit 99.1 Coherus Completes Surface Oncology Acquisition – Clinical-stage product candidates, casdozokitug and CHS-114, significantly advance next-generation immuno-oncology portfolio focused on the tumor microenvironment – – I-O combinations will potentially expand toripalimab opportunity into large indications with high unmet need – REDWOOD CITY, Calif., September 8, 2023 — Coherus BioScience

As filed with the U.S. Securities and Exchange Commission on September 8, 2023

As filed with the U.S. Securities and Exchange Commission on September 8, 2023 Registration No. 333-231144 Registration No. 333-258518 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-3 Registration Statement No. 333-231144 Form S-3 Registration Statement No. 333-258518 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Surfa

CONTINGENT VALUE RIGHTS AGREEMENT

Exhibit 2.2 Execution Version CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 8, 2023 (this “Agreement”), is entered into by and among Coherus Biosciences, Inc., a Delaware corporation (“Parent”), and Computershare Inc., a Delaware corporation, (“Computershare”) and its affiliate Computershare Trust Company, N.A., a federally chartered trust company,

Delaware The First State

Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “CRIMSON MERGER SUB II, LLC”, FILED IN THIS OFFICE ON THE TWELFTH DAY OF JUNE, A.D. 2023, AT 9:40 O’CLOCK A.M. 7507887 8100 Authentication: 203526434 SR# 20232726319 Date: 06-12-23 You may verify this c

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders

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): September 8, 2023 SURFACE ONCOLOGY, INC. (Surface Oncology, LLC, as successor to Surface Oncology, Inc.) (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5

As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration S

As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration Statement No. 333-230129 Form S-8 Registration Statement No. 333-237044 Form S-8 Registration Statement No. 333-254023 Form S-8 Registration Statement

As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration S

S-8 POS As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration Statement No. 333-230129 Form S-8 Registration Statement No. 333-237044 Form S-8 Registration Statement No. 333-254023 Form S-8 Registration St

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT SURFACE ONCOLOGY, LLC Dated this 8th day of September, 2023

Exhibit 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SURFACE ONCOLOGY, LLC Dated this 8th day of September, 2023 This Limited Liability Company Agreement (this “Agreement”) of Surface Oncology, LLC (the “Company”) is made and entered into as of the date set forth above by Coherus BioSciences, Inc., a Delaware corporation, as the sole member of the Company (the “Member”). WHEREAS

As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration S

S-8 POS As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration Statement No. 333-230129 Form S-8 Registration Statement No. 333-237044 Form S-8 Registration Statement No. 333-254023 Form S-8 Registration St

As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration S

S-8 POS As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration Statement No. 333-230129 Form S-8 Registration Statement No. 333-237044 Form S-8 Registration Statement No. 333-254023 Form S-8 Registration St

As filed with the U.S. Securities and Exchange Commission on September 8, 2023

As filed with the U.S. Securities and Exchange Commission on September 8, 2023 Registration No. 333-231144 Registration No. 333-258518 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-3 Registration Statement No. 333-231144 Form S-3 Registration Statement No. 333-258518 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Surfa

As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration S

S-8 POS As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration Statement No. 333-230129 Form S-8 Registration Statement No. 333-237044 Form S-8 Registration Statement No. 333-254023 Form S-8 Registration St

As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration S

S-8 POS As filed with the U.S. Securities and Exchange Commission on September 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment to: Form S-8 Registration Statement No. 333-224403 Form S-8 Registration Statement No. 333-230129 Form S-8 Registration Statement No. 333-237044 Form S-8 Registration Statement No. 333-254023 Form S-8 Registration St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

Other Events

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): August 30, 2023 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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): August 30, 2023 SURFACE ONCOLOGY,

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): August 30, 2023 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission

Lease Termination Agreement, dated as of June 15, 2023, by and between BMR-Hampshire LLC and Surface Oncology, Inc.

LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is entered into as of this day of June, 2023 (“Execution Date”), by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company (“Landlord”), and SURFACE ONCOLOGY, INC.

Surface Oncology Reports Financial Results and Corporate Highlights for Second Quarter 2023

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for Second Quarter 2023 CAMBRIDGE, Mass., August 2, 2023 (GLOBE NEWSWIRE) - Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today reported financial results and corporate highlights for the second quarter 2023.

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): August 2, 2023 SURFACE ONCOLOGY,

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): August 2, 2023 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

SURF / Surface Oncology Inc / ADAR1 Partners, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Surface Oncology, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 86877M209 (CUSIP Number) July 10, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

Filed by Surface Oncology, Inc.

Filed by Surface Oncology, Inc. This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. Commission File No.: 001-38459 Date: 07/12/2023 This filing relates to the proposed merger of Surface Oncology, Inc., a Delaware corporation (“Surface”)

Filed by Surface Oncology, Inc.

425 Filed by Surface Oncology, Inc. This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. Commission File No.: 001-38459 Date: 07/12/2023 This filing relates to the proposed merger of Surface Oncology, Inc., a Delaware corporation (“Surfa

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 6, 2023 Surface Oncology, In

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 6, 2023 Surface Oncology, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Commission Fil

Financial Statements and Exhibits, Other Events

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): June 30, 2023 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission Fi

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EX-99.2 Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and operating results should be read together with the section captioned “Selected Consolidated Financial Data” and our consolidated financial statements and the related notes included elsewhere in the Annual Report on Form 10-K

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Surface Oncology, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Surface Oncology, Inc. and its subsidiary (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensiv

Coherus to Acquire Surface Oncology – Surface acquisition and potential toripalimab approval will transform Coherus into an I-O company with multiple next-generation immunotherapies in clinical development funded by growing revenues – – Acquisition s

EX-99.1 EXHIBIT 99.1 Coherus to Acquire Surface Oncology – Surface acquisition and potential toripalimab approval will transform Coherus into an I-O company with multiple next-generation immunotherapies in clinical development funded by growing revenues – – Acquisition significantly advances Coherus’ I-O pipeline with anti-IL-27 and anti-CCR8 clinical programs– – Stock for stock transaction valued

Filed by Surface Oncology, Inc.

425 Filed by Surface Oncology, Inc. This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. Commission File No.: 001-38459 Date: June 16, 2023 This filing relates to the proposed merger of Surface Oncology, Inc., a Delaware corporation (“Su

Filed by Coherus BioSciences, Inc.

425 Filed by Coherus BioSciences, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. (Subject Company Commission File No.: 001-38459) This filing relates to the proposed merger involving Coherus BioSciences, Inc., a Delaware corporation (the “Company”), Crimson Merger

Filed by Coherus BioSciences, Inc.

425 Filed by Coherus BioSciences, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. (Subject Company Commission File No.: 001-38459) This filing relates to the proposed merger involving Coherus BioSciences, Inc., a Delaware corporation (the “Company”), Crimson Merger

Filed by Surface Oncology, Inc.

425 Filed by Surface Oncology, Inc. This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. Commission File No.: 001-38459 Date: June 16, 2023 This filing relates to the proposed merger of Surface Oncology, Inc., a Delaware corporation (“Su

Form of C-Suite Executive Agreement Amendment

EX-10.3 Exhibit 10.3 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this “Amendment”) is made effective as of [] (the “Amendment Effective Date”), by and between Surface Oncology, Inc., a Delaware corporation (the “Company”), and [] (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Emplo

Filed by Coherus BioSciences, Inc.

425 Filed by Coherus BioSciences, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. (Subject Company Commission File No.: 001-38459) This filing relates to the proposed merger involving Coherus BioSciences, Inc., a Delaware corporation (the “Company”), Crimson Merger

Filed by Coherus BioSciences, Inc.

425 Filed by Coherus BioSciences, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. (Subject Company Commission File No.: 001-38459) This filing relates to the proposed merger involving Coherus BioSciences, Inc., a Delaware corporation (the “Company”), Crimson Merger

Filed by Surface Oncology, Inc.

425 Filed by Surface Oncology, Inc. This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. Commission File No.: 001-38459 Date: June 16, 2023 This filing relates to the proposed merger of Surface Oncology, Inc., a Delaware corporation (“Su

Filed by Surface Oncology, Inc.

425 1 d523313d425.htm 425 Filed by Surface Oncology, Inc. This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. Commission File No.: 001-38459 Date: June 16, 2023 This filing relates to the proposed merger of Surface Oncology, Inc., a Del

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): June 15, 2023 SURFACE ONCOLOGY, I

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): June 15, 2023 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission Fi

Filed by Coherus BioSciences, Inc.

Filed by Coherus BioSciences, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. (Subject Company Commission File No.: 001-38459) This filing relates to the proposed merger involving Coherus BioSciences, Inc., a Delaware corporation (the “Company”), Crimson Merger Sub

Filed by Surface Oncology, Inc.

425 Filed by Surface Oncology, Inc. This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. Commission File No.: 001-38459 Date: June 16, 2023 This filing relates to the proposed merger of Surface Oncology, Inc., a Delaware corporation (“Su

2

425 Filed by Surface Oncology, Inc. This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. Commission File No.: 001-38459 Date: June 16, 2023 This filing relates to the proposed merger of Surface Oncology, Inc., a Delaware corporation (“Su

2

425 1 d487259d425.htm 425 Filed by Coherus BioSciences, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. (Subject Company Commission File No.: 001-38459) This filing relates to the proposed merger involving Coherus BioSciences, Inc., a Delaware corporation (the “Comp

Filed by Surface Oncology, Inc.

425 Filed by Surface Oncology, Inc. This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. Commission File No.: 001-38459 Date: June 16, 2023 This filing relates to the proposed merger of Surface Oncology, Inc., a Delaware corporation (“Su

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): June 15, 2023 COHERUS BIOSCIENCES

425 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): June 15, 2023 COHERUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36721 27-3615821 (State or other jurisdiction of incorporation) (Commis

Form of Retention Agreement

EX-10.4 Exhibit 10.4 June [•], 2023 To: [•] RE: Retention Agreement Dear [•]: As you may be aware, Surface Oncology, Inc. (the “Company”) [entered into] an Agreement and Plan of Merger on [•], 2023 (the “Merger Agreement”), with Coherus BioSciences, Inc., a Delaware corporation (the “Parent”), Crimson Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (the “M

Form of Executive Agreement Amendment

EX-10.2 Exhibit 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this “Amendment”) is made effective as of [] (the “Amendment Effective Date”), by and between Surface Oncology, Inc., a Delaware corporation (the “Company”), and [] (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Emplo

Filed by Surface Oncology, Inc.

425 Filed by Surface Oncology, Inc. This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Surface Oncology, Inc. Commission File No.: 001-38459 Date: June 16, 2023 This filing relates to the proposed merger of Surface Oncology, Inc., a Delaware corporation (“Su

Agreement and Plan of Merger, by and among Surface Oncology, Inc., Coherus BioSciences, Inc., Crimson Merger Sub I, Inc. and Crimson Merger Sub II, LLC, dated June 15, 2023 (Form of CVR Agreement included as Exhibit A thereto)*

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among COHERUS BIOSCIENCES, INC., CRIMSON MERGER SUB I, INC., CRIMSON MERGER SUB II, LLC and SURFACE ONCOLOGY, INC. Dated as of June 15, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Closing 2 Section 1.3 Effective Time 3 Section 1.4 Effects of the Mergers 3 Section 1.5 Certificate of Incor

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): June 15, 2023 SURFACE ONCOLOGY, I

425 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): June 15, 2023 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commissio

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 4, 2023 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Number) 46

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Surface Oncology Reports Financial Results and Corporate Highlights for First Quarter 2023 Updated clinical data from Phase 2 studies evaluating SRF388 in both liver and lung cancer expected in the second quarter of 2023 Projected cash runway guidanc

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for First Quarter 2023 Updated clinical data from Phase 2 studies evaluating SRF388 in both liver and lung cancer expected in the second quarter of 2023 Projected cash runway guidance remains unchanged with funding into the third quarter of 2024 CAMBRIDGE, Mass., May 4, 2023 (GLOBE NEWSWIRE) - Surface Oncology (Nasdaq

Form 10-K/A

Table of Contents U NITED STAT E S SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 9, 2023 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Number)

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Surface Oncology, Inc.

As filed with the Securities and Exchange Commission on March 9, 2023

As filed with the Securities and Exchange Commission on March 9, 2023 Registration No.

Surface Oncology Reports Financial Results and Corporate Highlights for Fourth Quarter and Full Year 2022 SRF388 clinical program advancing well; updated clinical data expected in the first half of 2023 First patient dosed in a Phase 1/2 study evalua

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for Fourth Quarter and Full Year 2022 SRF388 clinical program advancing well; updated clinical data expected in the first half of 2023 First patient dosed in a Phase 1/2 study evaluating SRF114, a potential best-in-class anti-CCR8 antibody, in patients with advanced solid tumors Cash runway guidance extended into the

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38459 SURFACE ONCOLOG

SURF / Surface Oncology Inc / EcoR1 Capital, LLC Passive Investment

SC 13G/A 1 surfaceoncology13ga1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Surface Oncology, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t

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): February 8, 2023 SURFACE ONCOLOGY

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): February 8, 2023 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction (Commission (IRS Employer of

SURF / Surface Oncology Inc / ARK Investment Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

SURF / Surface Oncology Inc / Atlas Venture Fund IX, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 4)* sURFACE ONCOLOGY, Inc. (Name of Issuer) Common Stock, $0.0001 (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this St

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): January 6, 2023 SURFACE ONCOLOGY,

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): January 6, 2023 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission

Surface Oncology Announces Promising SRF388 Monotherapy Data in Non-Small Cell Lung Cancer (NSCLC), Opening Second Stage of Monotherapy Trial and NSCLC Pembrolizumab Combination Cohort – Two confirmed partial responses to SFR388 monotherapy treatment

EX-99.1 Exhibit 99.1 Surface Oncology Announces Promising SRF388 Monotherapy Data in Non-Small Cell Lung Cancer (NSCLC), Opening Second Stage of Monotherapy Trial and NSCLC Pembrolizumab Combination Cohort – Two confirmed partial responses to SFR388 monotherapy treatment in squamous NSCLC; third patient with NSCLC experienced durable disease stabilization for over a year – – Company focusing resou

This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation other than statements of historical facts, including statement

EX-99.2 SRF388 Clinical Data and Business Update Call November 2, 2022 Exhibit 99.2 This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation other than statements of historical facts, including statements regarding future results of operations and financial position of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

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): November 2, 2022 SURFACE ONCOLOGY

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): November 2, 2022 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction (Commission (IRS Employer of

Second Amendment to Loan and Security Agreement, dated September 21, 2022, by and between Surface Oncology, Inc. and K2 HealthVentures LLC

Exhibit 10.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?) entered into as of September 21, 2022, by and among SURFACE ONCOLOGY, INC., a Delaware corporation (?Borrower Representative?), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, ?Administrative Agent?), and th

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 21, 2022 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction (Commission (IRS Employer o

SURF / Surface Oncology Inc / ARK Investment Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 3, 2022 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Surface Oncology Reports Financial Results and Business Highlights for Second Quarter 2022 – SRF388 clinical data presented at 2022 ASCO Annual Meeting demonstrated monotherapy responses in two different indications, combination activity and notable

Exhibit 99.1 Surface Oncology Reports Financial Results and Business Highlights for Second Quarter 2022 – SRF388 clinical data presented at 2022 ASCO Annual Meeting demonstrated monotherapy responses in two different indications, combination activity and notable disease stabilization – – Interim SRF617 clinical data anticipated in the fourth quarter of 2022 – – Multiple clinical readouts anticipat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 28, 2022 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission Fi

Surface Oncology Appoints Carsten Brunn to Board of Directors

Exhibit 99.1 Surface Oncology Appoints Carsten Brunn to Board of Directors CAMBRIDGE, Mass., June 29, 2022 (GLOBE NEWSWIRE) ? Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced that Carsten Brunn, Ph.D., will join the company?s board of directors. Dr. Brunn brings more than 25

Submission of Matters to a Vote of Security Holders

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): June 8, 2022 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Surface Oncology Reports Financial Results and Corporate Highlights for First Quarter 2022 – Cash runway extended into 2024 – – Strengthened financial position with achievement of $30 million milestone from GlaxoSmithKline and $21 million raised in t

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for First Quarter 2022 – Cash runway extended into 2024 – – Strengthened financial position with achievement of $30 million milestone from GlaxoSmithKline and $21 million raised in the quarter through ATM facility – – Expanding open label lead-in for SRF388 in first-line hepatocellular carcinoma (HCC), with initial da

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 surf-592022x8k.htm 8-K 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): May 9, 2022 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-3845

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 surf-04262022xdef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 surf-04262022xdefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co

SURF / Surface Oncology Inc / EcoR1 Capital, LLC Passive Investment

SC 13G 1 surface13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Surface Oncology, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 86877M209 (CUSIP Number) March 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

Surface Oncology Reports Financial Results and Corporate Highlights for Fourth Quarter and Full Year 2021 Continued progress advancing next-generation antibody portfolio, with ongoing clinical trials evaluating the broad potential of SRF388 and SRF61

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for Fourth Quarter and Full Year 2021 Continued progress advancing next-generation antibody portfolio, with ongoing clinical trials evaluating the broad potential of SRF388 and SRF617 across multiple tumor types Company continues to guide to cash runway through 2023 CAMBRIDGE, Mass., March 2, 2022: Surface Oncology (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38459 SURFACE ONCOLOG

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Surface Oncology, Inc.

2021 Inducement Plan and form of award agreement thereunder (Incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed on March 2, 2022 (File No. 001-38459)).

Exhibit 10.11 SURFACE ONCOLOGY, INC. 2021 INDUCEMENT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Surface Oncology, Inc. 2021 Inducement Plan (the ?Plan?). The purpose of the Plan is to encourage and enable Surface Oncology, Inc. (the ?Company?) to grant equity awards to induce highly-qualified prospective officers and employees to accept employment and prov

As filed with the Securities and Exchange Commission on March 2, 2022

S-8 1 d323795ds8.htm S-8 As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SURFACE ONCOLOGY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 46-5543980 (State or Other Jurisdiction of Incorporation or

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 2, 2022 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Number)

SURF / Surface Oncology Inc / ELI LILLY & Co - SC 13G/A Passive Investment

SC 13G/A 1 d117476dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No: 1)* Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the a

Power of Attorney

Exhibit 99.2 Power of Attorney The undersigned, LILLY VENTURES FUND I LLC, a Delaware limited liability company (the ?Company?), does hereby make, constitute and appoint each of Anat Hakim, Christopher Anderson and Jonathan Groff acting severally, as its true and lawful attorneys-in-fact, for the purpose of, from time to time, executing in its name and on its behalf, whether the Company is acting

Power of Attorney

Exhibit 99.3 Power of Attorney The undersigned, ELI LILLY AND COMPANY, a corporation duly organized under the laws of the State of Indiana, United States (the ?Company?), does hereby make, constitute and appoint each of Anat Hakim, Christopher Anderson and Jonathan Groff acting severally, as its true and lawful attorneys-in-fact, for the purpose of, from time to time, executing in its name and on

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement IN ACCORDANCE WITH Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value $0.0001 per share, of Surface Oncology, Inc., a Delaware corporation, and that this Joint Fili

SURF / Surface Oncology Inc / ARK Investment Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

SURF / Surface Oncology Inc / Atlas Venture Fund IX, L.P. - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 3)* sURFACE ONCOLOGY, Inc. (Name of Issuer) Common Stock, $0.0001 (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this St

Surface Oncology Appoints Denice Torres as Chair of the Board of Directors Biopharma veteran Ben Hickey appointed to Board of Directors Lisa McGrath promoted to chief people officer; Shannon Devens promoted to senior vice president, development opera

Exhibit 99.1 Surface Oncology Appoints Denice Torres as Chair of the Board of Directors Biopharma veteran Ben Hickey appointed to Board of Directors Lisa McGrath promoted to chief people officer; Shannon Devens promoted to senior vice president, development operations CAMBRIDGE, Mass., December 15, 2021 ? Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-gen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 9, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission

Surface Oncology Presents Promising Clinical Data on SRF617 at the European Society for Medical Oncology Immuno-Oncology Congress (ESMO-IO) 2021 Gastric cancer trial in combination with pembrolizumab currently enrolling; first-line combination cohort

Exhibit 99.1 Surface Oncology Presents Promising Clinical Data on SRF617 at the European Society for Medical Oncology Immuno-Oncology Congress (ESMO-IO) 2021 Gastric cancer trial in combination with pembrolizumab currently enrolling; first-line combination cohort for pancreatic cancer planned CAMBRIDGE, Mass., December 6, 2021: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology comp

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 6, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 4, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Surface Oncology Reports Financial Results and Corporate Highlights for Third Quarter 2021 Company to initiate randomized Phase 2 clinical study evaluating SRF388 in combination with Roche’s atezolizumab and bevacizumab, in patients with treatment-na

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for Third Quarter 2021 Company to initiate randomized Phase 2 clinical study evaluating SRF388 in combination with Roche?s atezolizumab and bevacizumab, in patients with treatment-na?ve HCC CAMBRIDGE, Mass., November 4, 2021: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-gen

Amendment No. 1, dated as of August 11, 2021, to License Agreement, dated as of December 16, 2020, by and between the Company and GLAXOSMITHKLINE INTELLECTUAL PROPERTY (No. 4) LIMITED (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2021 (File No. 001-38459) and incorporated herein by reference)

CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY ?[***]?, HAS BEEN EXCLUDED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE THAT SURFACE ONCOLOGY, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): October 1, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission

Surface Oncology Announces New Randomized Phase 2 Clinical Study Evaluating SRF388 in Patients with First-Line Hepatocellular Carcinoma in Clinical Collaboration with Roche Study initiation underway with first patient dosed by early 2022

Exhibit 99.1 Surface Oncology Announces New Randomized Phase 2 Clinical Study Evaluating SRF388 in Patients with First-Line Hepatocellular Carcinoma in Clinical Collaboration with Roche Study initiation underway with first patient dosed by early 2022 CAMBRIDGE, Mass., October 4, 2021 ? Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherap

First Amendment to Loan and Security Agreement, dated October 1, 2021, by and among the Company and, K2 HealthVentures LLC and Ankura Trust Company, LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2021 (File No. 001-38459) and incorporated herein by reference).

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY ?[*****]?, HAS BEEN EXCLUDED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE THAT SURFACE ONCOLOGY, INC. TREATS AS PRIVATE OR CONFIDENTIAL. FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan And Security Agreement (this ?Amendment?) is entered into as of October 1, 2021 (the ?First Amend

Surface Oncology, Inc. 50 Hampshire Street, 8th Floor Cambridge, Massachusetts 02139

Surface Oncology, Inc. 50 Hampshire Street, 8th Floor Cambridge, Massachusetts 02139 August 11, 2021 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Surface Oncology, Inc.: Registration Statement on Form S-3 filed August 5, 2021 (File No. 333-258518) Ladies and Gentlemen: Pursuant to Rule 461 unde

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Number)

Form of indenture for senior debt securities and the related form of senior debt security

Exhibit 4.3 SURFACE ONCOLOGY, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], [?] Senior Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 5 Section 1.01 Definitions of Terms. 5 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 9 Section 2.01 Designation and Terms of Securities. 9 Section 2.02 Form of Securities and Trustee?s Certifica

Amendment No. 1, dated as of August 5, 2021, to Capital on DemandTM Sales Agreement, dated as of May 22, 2020, by and between Surface Oncology, Inc. and JonesTrading Institutional Services LLC (filed as Exhibit 1.1 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021 (File No. 001-38459) and incorporated herein by reference)

Exhibit 1.1 SURFACE ONCOLGY, INC. Amendment No. 1 to Capital on DemandTM Sales Agreement August 5, 2021 JonesTrading Institutional Services LLC 757 Third Avenue, 23rd Floor New York, NY 10017 Ladies and Gentlemen: Reference is made to the Capital on DemandTM Sales Agreement, dated as of May 22, 2020 (the ?Sales Agreement?), by and between Surface Oncology, Inc., a Delaware corporation (the ?Compan

Surface Oncology Reports Financial Results and Corporate Highlights for Second Quarter 2021 SRF388, a First-in-Class Anti-IL-27 Antibody, Demonstrates Monotherapy Activity in Ongoing Phase 1 Study; Enrollment Continues for Phase 2 Monotherapy Expansi

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for Second Quarter 2021 SRF388, a First-in-Class Anti-IL-27 Antibody, Demonstrates Monotherapy Activity in Ongoing Phase 1 Study; Enrollment Continues for Phase 2 Monotherapy Expansion and Combination Cohorts SRF617, a CD39 Inhibitor, Demonstrates Good Tolerability in Ongoing Phase 1 Study; Phase 2 Dose Confirmed and

Form of indenture for subordinated debt securities and the related form of subordinated debt security

Exhibit 4.2 SURFACE ONCOLOGY, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], [?] Subordinated Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 5 Section 1.01 Definitions of Terms. 5 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 9 Section 2.01 Designation and Terms of Securities. 9 Section 2.02 Form of Securities and Trustee?s Cer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

As filed with the Securities and Exchange Commission on August 5, 2021

Table of Contents As filed with the Securities and Exchange Commission on August 5, 2021 Registration No.

SURF / Surface Oncology Inc / ARK Investment Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 6, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission Fil

Surface Oncology Appoints Denice Torres to Board of Directors Brings 25 years of strategic leadership experience across healthcare

Exhibit 99.1 Surface Oncology Appoints Denice Torres to Board of Directors Brings 25 years of strategic leadership experience across healthcare CAMBRIDGE, Mass., July 8, 2021 (GLOBE NEWSWIRE) ? Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced that Denice Torres will join the

Submission of Matters to a Vote of Security Holders

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): June 8, 2021 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Commission Fil

Financial Statements and Exhibits, Other Events

8-K 1 d137479d8k.htm 8-K 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): June 4, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incor

This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation other than statements of historical facts, including statement

Initial Phase 1 Clinical Data for SRF388 & SRF617 WEBCAST JUNE 4, 2021 Exhibit 99.

SRF388, a First-in-Class IL-27 Antibody, Demonstrates Monotherapy Activity in Data Presented at American Society of Clinical Oncology Annual Meeting Preliminary Data for SRF617 Show Good Tolerability and Promise in Combination Approaches Company to H

Exhibit 99.1 SRF388, a First-in-Class IL-27 Antibody, Demonstrates Monotherapy Activity in Data Presented at American Society of Clinical Oncology Annual Meeting Preliminary Data for SRF617 Show Good Tolerability and Promise in Combination Approaches Company to Hold Webcast to Review Data from Ongoing SRF388 and SRF617 Phase 1 Clinical Studies on Friday, June 4th at 8:00 a.m. ET CAMBRIDGE, Mass.,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 5, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Number) 46

Exclusive Product License Agreement, dated March 23, 2021, by and between Vaccinex, Inc. and the Company (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed May 5, 2021 (File No. 001-38459) and incorporated herein by reference)

Exhibit 10.4 CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY ?[***]?, HAS BEEN EXCLUDED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE THAT SURFACE ONCOLOGY, INC. TREATS AS PRIVATE OR CONFIDENTIAL. Exclusive Product License Agreement This Exclusive Product License Agreement (this ?Agreement?) is made and entered into as of this 23rd day of March, 2021 (the ?Effective Dat

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Surface Oncology Reports Financial Results and Corporate Highlights for First Quarter 2021

EX-99.1 2 surf-552021xex991.htm EX-99.1 Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for First Quarter 2021 CAMBRIDGE, Mass., May 5, 2021: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today reported financial results and corporate highlights for the fi

Entry into a Material Definitive Agreement

8-K 1 d159360d8k.htm 8-K 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): March 23, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Inc

Amended and Restated Employment Agreement, dated April 26, 2021, by and between Jessica Fees and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 27, 2021 (File No. 001-38495) and incorporated herein by reference)

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the ?Agreement?) is made by and between Surface Oncology, Inc. (the ?Company?) and Jessica Fees (the ?Executive?) and shall be effective on April 26, 2021 (the ?Effective Date?). Except with respect to the Restrictive Covenants Agreements, the Equity Documents (each as defined below) and the Inde

Definitive Proxy Statement

DEF 14A 1 surf-04272021xdef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

Surface Oncology Expands Leadership Team with Key Executive Appointment and Promotions Henry Rath announced as chief business officer, Alison O’Neill as chief medical officer and Jessica Fees as chief financial officer

Exhibit 99.1 Surface Oncology Expands Leadership Team with Key Executive Appointment and Promotions Henry Rath announced as chief business officer, Alison O?Neill as chief medical officer and Jessica Fees as chief financial officer CAMBRIDGE, Mass., April 27, 2021 (GLOBE NEWSWIRE) ? Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 26, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission F

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38459 SURFACE ONCOLOG

Surface Oncology to Collaborate with Merck on Immuno-Oncology Study Evaluating SRF388, Targeting IL-27, in Combination with KEYTRUDA® (pembrolizumab) in Patients with Solid Tumors

EX-99.1 2 surf-392021xex991xmerck.htm EX-99.1 Exhibit 99.1 Surface Oncology to Collaborate with Merck on Immuno-Oncology Study Evaluating SRF388, Targeting IL-27, in Combination with KEYTRUDA® (pembrolizumab) in Patients with Solid Tumors CAMBRIDGE, Mass., March 9, 2021: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 9, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Number)

Financial Statements and Exhibits, Other Events

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): March 9, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Number)

- S-8

As filed with the Securities and Exchange Commission on March 9, 2021 Registration No.

Surface Oncology Reports Financial Results and Corporate Highlights for Fourth Quarter and Full Year 2020 New Collaboration with Merck Will Evaluate SRF388, Targeting IL-27, in Combination with KEYTRUDA® (pembrolizumab) in Patients with Solid Tumors

EX-99.1 2 surf-392021xex991.htm EX-99.1 Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for Fourth Quarter and Full Year 2020 New Collaboration with Merck Will Evaluate SRF388, Targeting IL-27, in Combination with KEYTRUDA® (pembrolizumab) in Patients with Solid Tumors CAMBRIDGE, Mass., March 9, 2021: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncolog

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 24, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Numb

Surface Oncology to Participate in Upcoming March Investor Conferences

EX-99.1 2 surf-2242021xex991.htm EX-99.1 Exhibit 99.1 Surface Oncology to Participate in Upcoming March Investor Conferences CAMBRIDGE, Mass., February 24, 2021: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation therapies targeting the tumor microenvironment, today announced that Rob Ross, M.D., incoming chief executive officer, will participate i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Surface Oncology, Inc. (Name of Issuer) Common stock (Title of Class of Securities) (CUSIP Number) December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Surface Oncology, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Surface Oncology, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Secu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) (CUSIP Number) Decem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th

Surface Oncology to Appoint Robert Ross, M.D., as President and Chief Executive Officer Experienced clinical development executive to succeed current CEO Jeff Goater, who will become Chairman of the Board Transition effective April 1, 2021

EX-99.1 Exhibit 99.1 Surface Oncology to Appoint Robert Ross, M.D., as President and Chief Executive Officer Experienced clinical development executive to succeed current CEO Jeff Goater, who will become Chairman of the Board Transition effective April 1, 2021 CAMBRIDGE, Mass., February 11, 2021 — Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation

Amended and Restated Employment Agreement, dated February 9, 2021, by and between Robert Ross, M.D. and the Company (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 11, 2021 (File No. 001-38459) and incorporated herein by reference)

EX-10.2 3 d131740dex102.htm EX-10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is by and between Surface Oncology, Inc. (the “Company”) and Robert Ross, M.D. (the “Executive”) and is made effective April 1, 2021 (the “Effective Date”). Except with respect to the Restrictive Covenants Agreements, the Equity Documents (each

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86877M209 (CUSIP Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

8-K 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): February 9, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction (Commission (IRS Employer

Transition and CEO Support Agreement, dated February 9, 2021, by and between J. Jeffrey Goater and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2021 (File No. 001-38459) and incorporated herein by reference)

EX-10.1 2 d131740dex101.htm EX-10.1 Exhibit 10.1 February 9, 2021 Jeff Goater Re: Transition and CEO Support Agreement Dear Jeff: This letter confirms the agreement that you and Surface Oncology, Inc. (the “Company”) have reached regarding your professional relationship with the Company. You and the Company’s Board of Directors (the “Board”) have mutually agreed that you will transition from the r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * Surface Oncology, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Decemb

SC 13G/A 1 tm215744d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * Surface Oncology, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Surface Oncology, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) (CUSIP

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

EVIDENCE OF SIGNATORY AUTHORITY

EXHIBIT 99.2 EVIDENCE OF SIGNATORY AUTHORITY Excerpt from Commercial Register of Novartis AG Identification number Legal status Entry Cancelled Carried CH-270.3.002.061-2 from: CH-270.3.002.061-2/a 1 CHE-103.867.266 Limited or Corporation 01.03.1996 on: All data In Ca Business name Ref Legal seat 1 Novartis AG 1 Basel 1 (Novartis SA) (Novartis Inc.) CHE-103.867.266 Novartis AG Basel 3 All data In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* SURFACE ONCOLOGY, INC. (Name of I

SC 13G/A 1 a21-49413sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* SURFACE ONCOLOGY, INC. (Name of Issuer) Common Stock, $0.0001 (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2020 (Date o

Surface Oncology to Participate in H.C. Wainwright Bioconnect 2021 Conference

EX-99.1 2 surf-1112021xex991.htm EX-99.1 Exhibit 99.1 Surface Oncology to Participate in H.C. Wainwright Bioconnect 2021 Conference CAMBRIDGE, Mass., January 11, 2021: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced that Jeff Goater, chief executive officer, will participate

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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): January 11, 2021 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Numbe

Surface Oncology Announces Exclusive License Agreement with GSK for Novel Immunotherapy Program GSK will have exclusive rights to develop and commercialize SRF813, a novel antibody targeting PVRIG Surface Oncology to receive $85 million upfront payme

EX-99.1 3 d73108dex991.htm EX-99.1 Exhibit 99.1 Surface Oncology Announces Exclusive License Agreement with GSK for Novel Immunotherapy Program GSK will have exclusive rights to develop and commercialize SRF813, a novel antibody targeting PVRIG Surface Oncology to receive $85 million upfront payment CAMBRIDGE, Mass., December 17, 2020 — Surface Oncology (Nasdaq: SURF) today announced an agreement

License Agreement, dated as of December 16, 2020, by and between the Company and GLAXOSMITHKLINE INTELLECTUAL PROPERTY (No. 4) LIMITED (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on December 17, 2020 (File No. 001-38459) and incorporated herein by reference)

EX-1.1 Exhibit 1.1 CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY “[***]”, HAS BEEN EXCLUDED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. LICENSE AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”), is entered into as of December 16, 2020 (the “Effective Date”), by and between Surface Oncology, Inc., a D

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

8-K 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): December 16, 2020 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Commi

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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): November 25, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Numb

Surface Oncology to Participate in the 3rd Annual Evercore ISI HealthCONx Conference

Exhibit 99.1 Surface Oncology to Participate in the 3rd Annual Evercore ISI HealthCONx Conference CAMBRIDGE, Mass., November 25, 2020: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced that Jeff Goater, chief executive officer, and Robert Ross, M.D., chief medical officer, wil

Surface Oncology Announces SRF617 and SRF388 Will Advance to Combination and Expansion Stages of Ongoing Phase 1 Clinical Trials Both programs have successfully escalated to dose levels demonstrating pharmacodynamic activity without dose-limiting tox

Exhibit 99.1 Surface Oncology Announces SRF617 and SRF388 Will Advance to Combination and Expansion Stages of Ongoing Phase 1 Clinical Trials Both programs have successfully escalated to dose levels demonstrating pharmacodynamic activity without dose-limiting toxicities Detailed clinical data for each program to be presented at a medical conference in the first half of 2021 CAMBRIDGE, Mass., Novem

Financial Statements and Exhibits, Other Events - 8-K

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): November 13, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Numb

Surface Oncology Announces FDA Fast Track Designation Granted by U.S. Food and Drug Administration for SRF388 to Treat Liver Cancer

Exhibit 99.1 Surface Oncology Announces FDA Fast Track Designation Granted by U.S. Food and Drug Administration for SRF388 to Treat Liver Cancer CAMBRIDGE, Mass., November 11, 2020: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced that the U.S. Food and Drug Administration (F

Financial Statements and Exhibits, Other Events - 8-K

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): November 12, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Numb

Surface Oncology Reports Financial Results and Corporate Highlights for Third Quarter 2020

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for Third Quarter 2020 CAMBRIDGE, Mass., November 10, 2020: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today reported financial results and corporate highlights for the third quarter 2020, as well as antic

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): November 10, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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): November 9, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Numbe

Surface Oncology to Present at the Cowen IO Next Summit

Exhibit 99.1 Surface Oncology to Present at the Cowen IO Next Summit CAMBRIDGE, Mass., November 9, 2020: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced that Jeff Goater, its chief executive officer, and Robert Ross, M.D., its chief medical officer, will participate in a fir

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 surf-1192020x8kxstic.htm 8-K 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): November 9, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporatio

Surface Oncology to Present SRF388 and SRF114 Preclinical Data at the Upcoming Society for Immunotherapy for Cancer 2020 Virtual Conference SRF388 inhibits hepatocellular carcinoma tumor growth as a single agent in a preclinical model SRF114 induces

Exhibit 99.1 Surface Oncology to Present SRF388 and SRF114 Preclinical Data at the Upcoming Society for Immunotherapy for Cancer 2020 Virtual Conference SRF388 inhibits hepatocellular carcinoma tumor growth as a single agent in a preclinical model SRF114 induces destruction of tumor Tregs through antibody-dependent cellular cytotoxicity CAMBRIDGE, Mass., November 9, 2020: Surface Oncology (Nasdaq:

Surface Oncology to Report SRF388 Preclinical Data at the Upcoming International Cytokine and Interferon Society’s Cytokines 2020 Virtual Conference Crystal structure of IL-27 in complex with SRF388 demonstrates inhibition of downstream signaling eve

Exhibit 99.1 Surface Oncology to Report SRF388 Preclinical Data at the Upcoming International Cytokine and Interferon Society’s Cytokines 2020 Virtual Conference Crystal structure of IL-27 in complex with SRF388 demonstrates inhibition of downstream signaling events and provides basis to measure therapeutic inhibition of IL-27 CAMBRIDGE, Mass., October 26, 2020: Surface Oncology (Nasdaq: SURF), a

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 26, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Numbe

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Surface Oncology Reports Financial Results and Corporate Highlights for Second Quarter 2020

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for Second Quarter 2020 CAMBRIDGE, Mass., August 11, 2020: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today reported financial results and corporate highlights for the second quarter 2020, as well as antic

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): August 11, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38459 (Commission File Number

Submission of Matters to a Vote of Security Holders

8-K 1 d923642d8k.htm 8-K 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): June 10, 2020 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of inco

SURF / Surface Oncology, Inc. / EcoR1 Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86877M209 (CUSIP Number) May 19, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

SURF / Surface Oncology, Inc. / Biotechnology Value Fund L P - THE SCHEDULE 13G Passive Investment

SC 13G 1 sc13g07422sur05292020.htm THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Titl

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated May 29, 2020 with respect to the shares of Common Stock of Surface Oncology, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the

SURF / Surface Oncology, Inc. / Venrock Healthcare Capital Partners Ii, L.p. - SC 13G Passive Investment

SC 13G 1 a20-212971sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Surface Oncology, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 86877M209 (CUSIP Number) May 19, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

8-K 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): May 22, 2020 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Commission

Sales Agreement, dated as of May 22, 2020, by and between the Company and JonesTrading Institutional Services LLC (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on May 22, 2020 (File No.001-38459) and incorporated herein by reference)

EX-1.1 Exhibit 1.1 Surface Oncology, Inc. Common Stock ($0.0001 par value per share) Capital on Demand™ Sales Agreement JonesTrading Institutional Services LLC 757 Third Avenue 23rd Floor New York, NY 10017 May 22, 2020 Ladies and Gentlemen: Surface Oncology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “A

Common Stock

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-231144 PROSPECTUS SUPPLEMENT (to Prospectus dated May 8, 2019) $50,000,000 Common Stock We have entered into a Capital on Demand™ Sales Agreement, or the sales agreement, with JonesTrading Institutional Services LLC, or JonesTrading, relating to shares of our common stock offered by this prospectus supplement and the acc

Financial Statements and Exhibits, Other Events

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): May 19, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission Fil

Surface Oncology Fully Utilizes its $30M At-the-Market Facility

Exhibit 99.1 Surface Oncology Fully Utilizes its $30M At-the-Market Facility CAMBRIDGE, Mass., May 20, 2020 - Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, announced today that it has raised gross proceeds of approximately $28.9 million through its At-the-Market, or ATM, facility with par

Surface Oncology to Present Preclinical Data for Multiple Product Programs at the American Association for Cancer Research Annual Meeting

Exhibit 99.1 Surface Oncology to Present Preclinical Data for Multiple Product Programs at the American Association for Cancer Research Annual Meeting CAMBRIDGE, Mass., May 15, 2020 - Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced five scientific posters sharing updated pre

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 surf-8k20200515.htm 8-K 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): May 15, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 14, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission Fil

Surface Oncology to Present at the American Society of Clinical Oncology Annual Meeting

Exhibit 99.1 Surface Oncology to Present at the American Society of Clinical Oncology Annual Meeting CAMBRIDGE, Mass., May 14, 2020 - Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced that data from the Phase 1 study of SRF231, a fully human, high-affinity anti-CD47 antibody,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission Fil

Surface Oncology Reports Financial Results and Corporate Highlights for First Quarter 2020

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for First Quarter 2020 CAMBRIDGE, Mass., May 12, 2020: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today reported financial results and corporate highlights for the first quarter 2020, as well as anticipate

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Other Events

8-K 1 surf-8k20200423.htm 8-K 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): April 23, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction o

Surface Oncology Announces First Patient Dosed in Clinical Trial of Immuno-Oncology Antibody SRF388

Exhibit 99.1 Surface Oncology Announces First Patient Dosed in Clinical Trial of Immuno-Oncology Antibody SRF388 CAMBRIDGE, Mass., - Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced that it has initiated a Phase 1 clinical trial of its first-in-class antibody SRF388, which ta

SURF / Surface Oncology, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Financial Statements and Exhibits, Other Events

8-K 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): March 17, 2020 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Commissi

Surface Oncology Announces First Patient Dosed in Clinical Trial of Immuno-Oncology Candidate SRF617

EX-99.1 Exhibit 99.1 Surface Oncology Announces First Patient Dosed in Clinical Trial of Immuno-Oncology Candidate SRF617 CAMBRIDGE, Mass., — Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced that it has initiated a Phase 1/1b clinical trial of its antibody candidate SRF617, w

Form S-8

S-8 As filed with the Securities and Exchange Commission on March 10, 2020 Registration No.

Description of the Registrant's Securities (filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K filed on March 10, 2020 (File No. 001-38459) and incorporated herein by reference)

Exhibit 4.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock, $0.0001 par value per share (the “Common Stock”), of Surface Oncology, Inc. (“us,” “our,” “we” or the “Company”), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchang

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 10, 2020 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission F

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38459 SURFACE ONCOLOG

Sublease Agreement by and between the Company and EQRx, Inc., dated December 16, 2019 (filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K filed on March 10, 2020 (File No. 001-38459) and incorporated herein by reference)

Exhibit 10.22 SUBLEASE THIS SUBLEASE AGREEMENT (this “Sublease”), made as of December 16, 2019 (the “Effective Date”), by and between SURFACE ONCOLOGY, INC., a Delaware corporation (“Sublessor”), and EQRX, INC., a Delaware corporation (hereinafter referred to as “Sublessee”); W I T N E S S E T H: WHEREAS, pursuant to that certain Lease Agreement dated as of May 13, 2016, as amended by that certain

Surface Oncology Reports Financial Results and Corporate Highlights for Fourth Quarter and Full Year 2019

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for Fourth Quarter and Full Year 2019 CAMBRIDGE, Mass., March 10, 2020: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today reported financial results and corporate highlights for the fourth quarter and full

SURF / Surface Oncology, Inc. / EcoR1 Capital, LLC Passive Investment

SC 13G/A 1 surface13ga2019.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the ap

SURF / Surface Oncology, Inc. / Lilly Ventures Fund I LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

SURF / Surface Oncology, Inc. / New Enterprise Associates 14, L.P. - NEW ENTERPRISE ASSOCIATES 14, L.P. - SURFACE ONCOLOGY, INC. -- SCHEDULE 13G/A (AMEND. NO. 1) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

SURF / Surface Oncology, Inc. / Atlas Venture Fund IX, L.P. - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* sURFACE ONCOLOGY, Inc. (Name of Issuer) Common Stock, $0.0001 (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this St

Costs Associated with Exit or Disposal Activities

8-K 1 d870930d8k.htm 8-K 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): January 27, 2020 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of i

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): January 13, 2020 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Commis

Legal Disclaimer This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation other than statements of historical facts, in

EX-99.1 Breaking through for patients with cancer January 2020 Exhibit 99.1 Legal Disclaimer This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation other than statements of historical facts, including statements regarding future results of operations and financial po

Surface Oncology Announces $25 Million Debt Financing from K2 HealthVentures

EX-99.1 3 d840221dex991.htm EX-99.1 Exhibit 99.1 Surface Oncology Announces $25 Million Debt Financing from K2 HealthVentures CAMBRIDGE, Mass., — Surface Oncology (NASDAQ:SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced it has secured a debt financing facility for up to $25 million from K2 HealthVentu

Loan and Security Agreement, dated November 22, 2019, by and among Surface Oncology, Inc., K2 HealthVentures, LLC and Ankura Trust Company, LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 25, 2019 (File No. 001-38459) and incorporated herein by reference)

EX-10.1 Exhibit 10.1 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 22, 2019 (the “Closing Date”) is entered into among SURFACE ONCOLOGY, INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collec

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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): November 22, 2019 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Commi

Surface Oncology Announces Filing of IND for CD39 Targeted Antibody Candidate, SRF617, at Inaugural R&D Day Details clinical plans for phase 1/1b clinical studies of SRF617 and SRF388 in patients with advanced solid tumors Shares preclinical data for

EX-99.1 Exhibit 99.1 Surface Oncology Announces Filing of IND for CD39 Targeted Antibody Candidate, SRF617, at Inaugural R&D Day Details clinical plans for phase 1/1b clinical studies of SRF617 and SRF388 in patients with advanced solid tumors Shares preclinical data for new, CD112R targeted antibody candidate, SRF813, and its ability to promote NK/T cell activation CAMBRIDGE, Mass., Nov. 18, 2019

Legal Disclaimer This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation other than statements of historical facts, in

EX-99.2 Analyst and Investor R&D Day November 18, 2019 Exhibit 99.2 Legal Disclaimer This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation other than statements of historical facts, including statements regarding future results of operations and financial position o

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d834263d8k.htm 8-K 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): November 18, 2019 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of

SURF / Surface Oncology, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2019 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commissio

Surface Oncology Reports Financial Results and Corporate Highlights for Third Quarter 2019 R&D day on November 18, 2019 in New York City will detail pipeline activity and a new program targeting the immune checkpoint protein CD112R

Exhibit 99.1 Surface Oncology Reports Financial Results and Corporate Highlights for Third Quarter 2019 R&D day on November 18, 2019 in New York City will detail pipeline activity and a new program targeting the immune checkpoint protein CD112R CAMBRIDGE, Mass., November 12, 2019: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies t

Surface Oncology to Host Analyst and Investor Day on November 18, 2019 in New York City

EX-99.1 Exhibit 99.1 Surface Oncology to Host Analyst and Investor Day on November 18, 2019 in New York City - Keynote speaker: E. John Wherry, Ph.D., director, Penn Institute for Immunology, University of Pennsylvania, and Co-Director of the Parker Institute for Cancer Immunotherapy at Penn - Presentations from Surface management to include strategic updates on current programs and introduction o

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): October 7, 2019 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 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): September 17, 2019 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Comm

SURFACE ONCOLOGY REPORTS FINANCIAL RESULTS AND CORPORATE HIGHLIGHTS FOR SECOND QUARTER 2019

Exhibit 99.1 SURFACE ONCOLOGY REPORTS FINANCIAL RESULTS AND CORPORATE HIGHLIGHTS FOR SECOND QUARTER 2019 CAMBRIDGE, MA, August 7, 2019: Surface Oncology (NASDAQ:SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today reported financial results and corporate highlights for the second quarter of 2019. “We are pressing f

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 7, 2019 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission F

SURF / Surface Oncology, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Submission of Matters to a Vote of Security Holders

8-K 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): June 5, 2019 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Commission

SURFACE ONCOLOGY REPORTS FINANCIAL RESULTS AND CORPORATE HIGHLIGHTS FOR FIRST QUARTER 2019

Exhibit 99.1 SURFACE ONCOLOGY REPORTS FINANCIAL RESULTS AND CORPORATE HIGHLIGHTS FOR FIRST QUARTER 2019 CAMBRIDGE, MA, May 9, 2019: Surface Oncology (NASDAQ:SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today reported financial results and corporate highlights for the first quarter of 2019. “2019 is an important e

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2019 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission File

SURF / Surface Oncology, Inc. 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

SURF / Surface Oncology, Inc. CORRESP - -

CORRESP Surface Oncology, Inc. 50 Hampshire Street, 8th Floor Cambridge, Massachusetts 02139 May 6, 2019 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Surface Oncology, Inc.: Registration Statement on Form S-3 filed May 1, 2019 (File No. 333-231144) Ladies and Gentlemen: Pursuant to Rule 461 und

Form of indenture for subordinated debt securities and the related form of subordinated debt security

EX-4.2 3 d734707dex42.htm EX-4.2 Exhibit 4.2 SURFACE ONCOLOGY, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 201[●] Subordinated Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 5 Section 1.01 Definitions of Terms. 5 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 9 Section 2.01 Designation and Terms of Securities. 9 Section 2.02

Capital on DemandTM Sales Agreement, dated as of May 1, 2019, by and between the Registrant and JonesTrading Institutional Services LLC

EX-1.2 Exhibit 1.2 Surface Oncology, Inc. Common Stock ($0.0001 par value per share) Capital on Demand™ Sales Agreement JonesTrading Institutional Services LLC 757 Third Avenue 23rd Floor New York, NY 10017 May 1, 2019 Ladies and Gentlemen: Surface Oncology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JONESTRADING INSTITUTIONAL SERVICES LLC (the “Ag

Form of indenture for senior debt securities and the related form of senior debt security

EX-4.3 Exhibit 4.3 SURFACE ONCOLOGY, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 201[●] Senior Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 5 Section 1.01 Definitions of Terms. 5 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 9 Section 2.01 Designation and Terms of Securities. 9 Section 2.02 Form of Securities and Trustee’s

SURF / Surface Oncology, Inc. S-3 S-3

Table of Contents As filed with the Securities and Exchange Commission on May 1, 2019 Registration No.

SURF / Surface Oncology, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Form S-8

S-8 As filed with the Securities and Exchange Commission on March 7, 2019 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 7, 2019 SURFACE ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38459 46-5543980 (State or Other Jurisdiction of Incorporation) (Commission Fi

SURFACE ONCOLOGY REPORTS FINANCIAL RESULTS AND CORPORATE HIGHLIGHTS FOR FOURTH QUARTER AND FULL YEAR 2018

Exhibit 99.1 SURFACE ONCOLOGY REPORTS FINANCIAL RESULTS AND CORPORATE HIGHLIGHTS FOR FOURTH QUARTER AND FULL YEAR 2018 Cambridge, MA: Surface Oncology (NASDAQ:SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today reported financial results and corporate highlights for the fourth quarter and full year 2018, as well a

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38459 SURFACE ONCOLOG

SURF / Surface Oncology, Inc. / EcoR1 Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

SURF / Surface Oncology, Inc. / Lilly Ventures Fund I LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

SURF / Surface Oncology, Inc. / EcoR1 Capital, LLC Passive Investment

SC 13G/A 1 surface13ga1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appro

Other Events

8-K 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): February 13, 2019 SURFACE ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38459 46-5543980 (State or other jurisdiction of incorporation) (Commi

SURF / Surface Oncology, Inc. / New Enterprise Associates 14, L.P. - NEW ENTERPRISE ASSOCIATES 14, L.P. - SURFACE ONCOLOGY, INC. -- SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Surface Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86877M209 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the