SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
SURFACE ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
|(State of incorporation or organization)||(I.R.S. Employer Identification No.)|
50 Hampshire Street, 8th Floor
|(Address of principal executive offices)||(Zip Code)|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which
|Common Stock, par value $0.0001 per share||The Nasdaq Stock Market LLC|
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-223877
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrants Securities to be Registered.
For a description of Surface Oncology, Inc.s (the Registrant) common stock, par value $0.0001 per share (the Common Stock), to be
registered hereunder, reference is made to the information set forth under the heading Description of Capital Stock in the Registrants prospectus that constitutes a part of the Registrants Registration Statement on Form S-1, as amended (File No. 333-223877) (the Form S-1), filed with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended (the Securities Act), on March 23, 2018, which information is hereby incorporated by reference. The description of the Common Stock included in any form of
prospectus subsequently filed by the Registrant with the Commission pursuant to Rule
424(b) of the Securities Act, which prospectus will constitute a part of the Form S-1, shall be deemed to be incorporated by reference herein.
The Registrants Common Stock being registered hereunder will be listed on the Nasdaq Global Market of the Nasdaq Stock Market LLC under the symbol SURF.
Item 2. Exhibits.
In accordance with the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on the Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 17, 2018
|SURFACE ONCOLOGY, INC.|
|By:||/s/ J. Jeffrey Goater|
|J. Jeffrey Goater|
|Chief Executive Officer|