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

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 Organization)	(I.R.S. Employer Identification No.)

50 Hampshire Street, 8th Floor

Cambridge, MA 02139

(Address of Principal Executive Offices)

Surface Oncology, Inc. 2018 Stock Option and Incentive Plan

Surface Oncology, Inc. 2018 Employee Stock Purchase Plan

(Full Title of the Plans)

Robert W. Ross, M.D.

Chief Executive Officer

Surface Oncology, Inc.

50 Hampshire Street, 8th Floor

Cambridge, MA 02139

(Name and address of agent for service)

(617) 714-4096

(Telephone number, including area code, of agent for service)

Copies to:

Kingsley L. Taft, Esq.

Seo Salimi, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act.  ☒

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) as it relates to the 2018 Stock Option and Incentive Plan and the 2018 Employee Stock Purchase Plan of Surface Oncology, Inc. (the “Registrant”) registers additional securities of the same class as other securities for which registration statements filed on Form S-8 (SEC File Nos. 333-224403, 333-230129, 333-237044, 333-254023, and 333-263207) of the Registrant are effective. Accordingly, the information contained in the Registrant’s Registration Statement on Form S-8 (SEC File No.  333-224403) filed with the Securities and Exchange Commission (“SEC”) on April 23, 2018, the Registrant’s Registration Statement on Form S-8 (SEC File No. 333-230129) filed with the SEC on March 7, 2019, the Registrant’s Registration Statement on Form S-8 (SEC File No. 333-273044) filed with the SEC on March 10, 2020, the Registrant’s Registration Statement on Form S-8 (File No.  333-254023) filed with the SEC on March 9, 2021, and the Registrant’s Registration Statement on Form S-8 (File No. 333-263207) filed with the SEC on March 2, 2022 are hereby incorporated by reference pursuant to General Instruction E, except for “Item 8. Exhibits.”

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See the Exhibit Index for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
4.1	Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 23, 2018 (File No. 001-38459)).
4.2	Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 23, 2018 (File No. 001-38459)).
4.3	Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-223877)).
5.1*	Opinion of Goodwin Procter LLP.
23.1*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included as part of the signature page of this Registration Statement)
99.1	2018 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-223877)).
99.2	Form of Incentive Stock Option Agreement under the Registrant’s 2018 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-223877)).
99.3	Form of Non-Qualified Stock Option Agreement for Company Employees under Registrant’s 2018 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-223877)).
99.4	Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Registrant’s 2018 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-223877)).
99.5	Form of Restricted Stock Award Agreement under the Registrant’s 2018 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-223877)).
99.6	Form of Restricted Stock Unit Award Agreement for Company Employees under Registrant’s 2018 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-223877)).
99.7	Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Registrant’s 2018 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-223877)).
99.8	2018 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-223877)).
107*	Filing Fee Table.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Cambridge, Commonwealth of Massachusetts, on March 9, 2023.

SURFACE ONCOLOGY, INC.
By:	/s/ Robert W. Ross
	Robert W. Ross, M.D.
	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Surface Oncology, Inc. (the “Company”), hereby severally constitute and appoint Robert W. Ross and Denice Torres, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 9, 2023:

Signature	Title(s)	Date
/s/ Robert W. Ross Robert W. Ross, M.D.	Chief Executive Officer (Principal Executive Officer)	March 9, 2023
/s/ Jessica Fees Jessica Fees	Chief Financial Officer (Principal Financial and Accounting Officer)	March 9, 2023
/s/ Denice Torres Denice Torres	Chair	March 9, 2023
/s/ Carsten Brunn Carsten Brunn, Ph.D.	Director	March 9, 2023
/s/ J. Jeffrey Goater J. Jeffrey Goater	Director	March 9, 2023
/s/ David S. Grayzel David S. Grayzel, M.D.	Director	March 9, 2023
/s/ Benjamin Hickey Benjamin Hickey	Director	March 9, 2023
/s/ Ramy Ibrahim Ramy Ibrahim, Ph.D.	Director	March 9, 2023
/s/ Armen B. Shanafelt Armen B. Shanafelt, Ph.D.	Director	March 9, 2023

/s/ Elliott Sigal Elliott Sigal, M.D., Ph.D.	Director	March 9, 2023
/s/ Laurie D. Stelzer Laurie D. Stelzer	Director	March 9, 2023