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):  July 14, 2014

GENOCEA BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-36289 (Commission File Number) 51-0596811 (I.R.S. Employer Identification Number)

Cambridge Discovery Park 100 Acorn Park Drive, 5th Floor Cambridge, MA	02140
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (617) 876-8191

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 (see General Instruction A.2. below):

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

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

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

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

Item 7.01      Regulation FD Disclosure.

On July 14, 2014, Genocea Biosciences, Inc. issued a press release announcing the filing of a Registration Statement on Form S-1 with the Securities and Exchange Commission relating to the proposed offering of 3,400,000 shares of common stock.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 hereto. The foregoing description is qualified by reference in its entirety to such exhibit.

This report on Form 8-K and the press release furnished as Exhibit 99.1 is neither an offer to sell nor a solicitation of an offer to buy any of the securities described herein, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

Item 9.01      Financial Statements and Exhibits.

(d)   Exhibits.

99.1Press Release of Genocea Biosciences, Inc. dated July 14, 2014.

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SIGNATURE

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 thereunto duly authorized.

	GENOCEA BIOSCIENCES, INC.
	By:	/s/ Jonathan Poole
		Jonathan Poole
		Chief Financial Officer
Date: July 14, 2014

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EXHIBIT INDEX

Exhibits.

99.1Press Release of Genocea Biosciences, Inc. dated July 14, 2014.

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EX-99.1

Exhibit 99.1

For media:	For investors:
Michelle Linn	Bob Farrell
Linnden Communications	Genocea Biosciences
O: 508-362-3087	617-674-8261
M: 774-696-3803	bob.farrell@genocea.com
Michelle@linndencom.com

Genocea Biosciences, Inc. Commences Public Offering of Common Stock

CAMBRIDGE, Mass, July 14, 2014: Genocea Biosciences, Inc. (NASDAQ:GNCA), a clinical-stage biopharmaceutical company developing T cell-enabled vaccines and immunotherapies, today announced that it has commenced an underwritten public offering of 3,400,000 shares of its common stock. All the shares in the offering will be sold by Genocea.

Citigroup and Cowen and Company are acting as joint book-running managers for the offering. Stifel is acting as lead manager and Needham & Company is acting as co-manager.

A registration statement relating to the securities being sold in this offering has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy and there shall not be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

The offering is being made only by means of a prospectus, copies of which may be obtained from Citigroup c/o Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, NY 11717, by calling (800) 831-9146, or by emailing batprospectusdept@citi.com, or Cowen and Company c/o Broadridge Financial Services, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, by calling (631) 274-2806, or by fax (631) 254-7140.

About Genocea Biosciences, Inc.

Genocea is harnessing the power of T cell immunity to develop life-changing vaccines and immunotherapies. T cells are increasingly recognized as a critical element of protective immune responses to a wide range of diseases, but traditional discovery methods have proven unable to identify the targets of such protective immune response. Using ATLAS™, its proprietary technology platform, Genocea identifies these targets to potentially enable the rapid development of medicines to address critical patient needs. Genocea’s pipeline of novel clinical stage T cell-enabled product candidates includes GEN-003 for HSV-2 therapy, GEN-004 to prevent infections caused by pneumococcus, and earlier-stage programs in chlamydia, HSV-2 prophylaxis, malaria and cancer immunotherapy.

Forward-Looking Statements

This press release includes forward-looking statements, including statements relating to the proposed underwritten public offering. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Genocea cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Applicable risks and uncertainties include those identified under

the heading “Risk Factors” included in the preliminary prospectus related to the proposed offering filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2014, and in other filings that Genocea may make with the SEC in the future. These forward-looking statements speak only as of the date of this press release and Genocea assumes no duty to update forward-looking statements.

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