Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2018




(Exact name of registrant as specified in its charter)




Delaware   001-3845   46-5543980

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

50 Hampshire Street, 8th Floor

Cambridge, MA 02139

(Address of principal executive offices, including zip code)

(617) 714-4096

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 14, 2018, the board of directors of Surface Oncology, Inc. (the “Company”) appointed Jessica Fees, the Company’s Senior Vice President, Finance and Business Operations, as the Company’s principal financial officer and principal accounting officer. Ms. Fees succeeds J. Jeffrey Goater, the Company’s President and Chief Executive Officer, in those roles.

Ms. Fees, 47, joined the Company in September 2015 as the Company’s Director of Finance and was promoted to Senior Vice President, Finance and Business Operations in November 2018. Prior to joining the Company, Ms. Fees served as President of Glide Associates LLC from January 2011 to March 2016. Ms. Fees has a B.A. from The College of the Holy Cross and earned her CPA in Massachusetts.

There are no other arrangements or understandings between Ms. Fees and any other persons pursuant to which she was selected as the Company’s principal financial officer and principal accounting officer, and Ms. Fees has no family relationship with any of the executive officers or directors of the Company. Additionally, there are no transactions involving the Company and Ms. Fees that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

In connection with the appointment of Ms. Fees as the Company’s principal financial officer and principal accounting officer, the Company issued a press release on December 17, 2018, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


99.1    Press release issued by Surface Oncology, Inc. dated December 17, 2018


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Surface Oncology, Inc.
Date: December 17, 2018     By:   

/s/ J. Jeffrey Goater

      J. Jeffrey Goater
      President and Chief Executive Officer

Exhibit 99.1

Surface Oncology Promotes Jessica Fees to Senior Vice President, Finance and Business Operations

CAMBRIDGE, Mass., December 17, 2018: Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, announced this morning the promotion of Jessica Fees to senior vice president, finance and business operations. She is now responsible for the finance, information technology and facilities functions at Surface. Ms. Fees will also serve as the company’s principal financial and accounting officer, effective December 14, 2018.

“We are incredibly excited to announce this well-deserved promotion. Jess was one of the early employees of the company and she has been instrumental in helping lead the organization through multiple phases of growth, including our initial public offering earlier this year. We look forward to her continued contributions,” said Jeff Goater, chief executive officer of Surface Oncology.

Ms. Fees joined Surface in 2015, and has held roles of increasing responsibility, most recently as vice president, finance. She has over 20 years of experience in public and private accounting, audit, and corporate finance. Prior to Surface, she served as president of Glide Consulting, and held senior positions at Aileron Therapeutics and Tokai Pharmaceuticals. Ms. Fees began her career at Arthur Andersen LLP, where she was a manager in the attest function. She received a B.A. from The College of the Holy Cross and earned her CPA in Massachusetts.


Surface Oncology is an immuno-oncology company developing next-generation antibody therapies focused on the tumor microenvironment with lead programs targeting CD47, CD73, CD39 and IL-27. Surface’s novel cancer immunotherapies are designed to achieve a clinically meaningful and sustained anti-tumor response, and may be used alone or in combination with other therapies. The company has a pipeline of seven novel immunotherapies and a strategic collaboration with Novartis focused on up to three next-generation cancer immunotherapies.

For more information, please visit www.surfaceoncology.com


Seth Lewis



Ten Bridge Communications

Krystle Gibbs