CUE / Cue Biopharma, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Calculation of Filing Fee Tables

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

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 12, 2025 Cue Biopharma, 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): August 12, 2025 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission Fil

Amended and Restated Certificate of Incorporation, as amended

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CUE BIOPHARMA, INC. The present name of the corporation is Cue Biopharma, Inc. The corporation was incorporated under the name “Imagen Biopharma, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on December 31, 2014. This Amended and Restated Certificate of Incorpor

As filed with the Securities and Exchange Commission on August 12, 2025

As filed with the Securities and Exchange Commission on August 12, 2025 Registration No.

Cue Biopharma Reports Second Quarter 2025 Financial Results and Recent Business Highlights

Cue Biopharma Reports Second Quarter 2025 Financial Results and Recent Business Highlights ▪ Received FDA feedback on Pre-IND Briefing Document reinforcing Company’s intention to advance investigational new drug (IND) submission for CUE-401 to address unmet need in the treatment of autoimmune disease.

Second Amendment to the License Agreement, dated June 30, 2025, between Cue Biopharma, Inc. and MIL 40G, LLC

Exhibit 10.2 Second Amendment to License Agreement This Second Amendment to License Agreement (“Second Amendment”) is dated June 30, 2025 (“Effective Date”) and entered into by and between Cue Biopharma, Inc. (“Licensee”) and MIL 40G, LLC (“SmartLabs”). Recitals WHEREAS, SmartLabs and Licensee are parties to a certain License Agreement dated March 28, 2022, as amended by a First Amendment dated Ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, 2025 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: 001-38327 Cue Biopha

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, 2025 Cue Biopharma, Inc.

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, 2025 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

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, 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 4, 2025 Cue Biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38327 47-3324577 (State or Other Jurisdiction of Incorporation) (Commission File N

Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CUE BIOPHARMA, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Cue Biopharma, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Direct

For any date that is not a trading day, the Grant Date Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid and asked prices, as appropriate, for the immediately preceding

Exhibit 99.1 CUE BIOPHARMA, INC. 2025 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2025 Stock Incentive Plan (the “Plan”) of Cue Biopharma, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by pro

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

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CUE BIOPHARMA, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CUE BIOPHARMA, INC. The present name of the corporation is Cue Biopharma, Inc. The corporation was incorporated under the name “Imagen Biopharma, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on December 31, 2014. This Amended and Restated Certificate of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, 2025 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: 001-38327 Cue Bioph

Cue Biopharma Reports First Quarter 2025 Financial Results and Recent Business Highlights Announced Boehringer Ingelheim strategic collaboration and license agreement for CUE-501, including an upfront payment of $12 million and ~$345 million in poten

Cue Biopharma Reports First Quarter 2025 Financial Results and Recent Business Highlights Announced Boehringer Ingelheim strategic collaboration and license agreement for CUE-501, including an upfront payment of $12 million and ~$345 million in potential milestone payments Raised gross proceeds of ~$20 million in follow-on capital raise Successfully regained worldwide rights for lead autoimmune program, CUE-401, with potential to become a new standard of care for autoimmune and inflammatory diseases Virtual Event planned for May 15, 2025 at 11 AM ET, featuring two prominent Key Opinion Leaders in the field of Immunology BOSTON, MA, May 12, 2025 - Cue Biopharma, Inc.

Third Amendment to the Amended and Restated License Agreement with Albert Einstein College of Medicine dated April 10, 2025

Exhibit 10.3 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. BOEHRINGER INGELHEIM AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT This Boehringer Ingelheim Amendment to the Amended and Restated License Agreement

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, 2025 Cue Biopharma, Inc.

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, 2025 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File N

Collaboration and License Agreement between the Registrant and Boehringer Ingelheim International GmbH dated April 10, 2025

Exhibit 10.2 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN BOEHRINGER INGELHEIM INTERNATIONAL GMBH AND Cue Biopharma, Inc. BI Contract No.: 926652 BI PO No.: 43116788

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

For any date that is not a trading day, the Grant Date Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid and asked prices, as appropriate, for the immediately preceding

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 (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 14

13,530,780 Shares of Common Stock Pre-Funded Warrants to Purchase 11,469,216 Shares of Common Stock Common Stock Warrants to Purchase 6,249,999 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271786 PROSPECTUS SUPPLEMENT (To Prospectus dated May 26, 2023) 13,530,780 Shares of Common Stock Pre-Funded Warrants to Purchase 11,469,216 Shares of Common Stock Common Stock Warrants to Purchase 6,249,999 Shares of Common Stock We are offering (i) 13,530,780 shares of our common stock and accompanying common stock warrants

Underwriting Agreement, dated April 14, 2025, by and between Cue Biopharma, Inc. and Oppenheimer & Co. Inc., as representative of the underwriters named therein

EX-1.1 Exhibit 1.1 CUE BIOPHARMA, INC. (a Delaware corporation) 13,530,780 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 11,469,216 Shares of Common Stock Warrants to Purchase Up to 6,249,999 Shares of Common Stock UNDERWRITING AGREEMENT Dated: April 14, 2025 CUE BIOPHARMA, INC. (a Delaware corporation) 13,530,780 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 11,469,2

Cue Biopharma Announces Pricing of Approximately $20 Million Public Offering

Exhibit 99.1 Cue Biopharma Announces Pricing of Approximately $20 Million Public Offering April 14, 2025 BOSTON, Apr. 14, 2025 (GLOBE NEWSWIRE) — Cue Biopharma, Inc. (Nasdaq: CUE), a clinical-stage biopharmaceutical company developing a novel class of therapeutic biologics to selectively engage and modulate disease-specific T cells for the treatment of cancer and autoimmune disease, today announce

Form of Pre-Funded Warrant

EX-4.1 Exhibit 4.1 CUE BIOPHARMA, INC. WARRANT TO PURCHASE COMMON STOCK Number of Shares: [     ] (subject to adjustment) Warrant No. [  ] Original Issue Date: April 16, 2025 Cue Biopharma, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [     ] or its registered assigns (the “Ho

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 14, 2025 Cue Biopharma, Inc

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 14, 2025 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

Form of Common Stock Warrant

EX-4.2 Exhibit 4.2 FORM OF COMMON STOCK PURCHASE WARRANT CUE BIOPHARMA, INC. Warrant Shares: [ ] Issue Date: April 16, 2025 Initial Exercise Date: April 16, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at a

For any date that is not a trading day, the Grant Date Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid and asked prices, as appropriate, for the immediately preceding

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 (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 14

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 10, 2025 Cue Biopharma, Inc

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 10, 2025 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

SUBJECT TO COMPLETION, DATED APRIL 14, 2025

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271786 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell

Ninth Amendment to Collaboration, License and Option Agreement, dated March 6, 2025, between the Registrant and LG CHEM LTD.

Exhibit 10.11 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. Ninth Amendment TO Collaboration, LICENSE and Option Agreement This Ninth Amendment to the Collaboration, License and Option Agreement (the “Ninth Amendment”)

First Amendment to Rider to License Agreement, dated May 3, 2024, between Cue Biopharma, Inc. and MIL 40G, LLC

Exhibit 10.31 First Amendment to Rider to License Agreement Vivarium This First Amendment to Rider to License Agreement Vivarium (“Amendment”) is dated May 3, 2024 (“Effective Date”) and entered into by and between Cue Biopharma, Inc., (“Licensee”) and MIL 40G, LLC (“Licensor”). WHEREAS, Licensor and Licensee are parties to a certain Rider to License Agreement Vivarium dated July 7, 2022 (“Rider”)

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

Cue Biopharma Reports Fourth Quarter and Full Year 2024 Financial Results and Business Highlights

Cue Biopharma Reports Fourth Quarter and Full Year 2024 Financial Results and Business Highlights BOSTON, Mass.

Calculation of Filing Fee Tables

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

Form of Indemnification Agreement between the Registrant and its directors and officers

Exhibit 10.12 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Cue Biopharma, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate prot

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 31, 2025 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

Form of inducement stock option award

Exhibit 10.43 NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION CUE BIOPHARMA, INC. INDUCEMENT GRANT FOR GOOD AND VALUABLE CONSIDERATION, Cue Biopharma, Inc. (the “Company”) hereby grants to the Grantee designated below a Non-qualified Stock Option to purchase the number of shares of common stock of the Company (“Shares”) specified below (the “Option”). The Option shall be subject to this Notice of Gr

Amended and Restated Insider Trading Policy effective March 21, 2025

Exhibit 19.1 CUE BIOPHARMA, INC. Insider Trading Policy 1. Background and purpose 1.1 Why Have We Adopted This Policy? The federal securities laws prohibit any member of the Board of Directors (a “Director”), officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”), an “executive officer”) or employee of Cue Biopharma, Inc. (together with its subsidiaries

Second Amendment to Rider to License Agreement, dated November 20, 2024, between Cue Biopharma, Inc. and MIL 40G, LLC

Exhibit 10.32 Second Amendment to Rider to License Agreement Vivarium This Second Amendment to Rider to License Agreement Vivarium (“Amendment”) is dated November 18, 2024 (“Effective Date”) and entered into by and between Cue Biopharma, Inc., (“Licensee”) and MIL 40G, LLC (“Licensor”). WHEREAS, Licensor and Licensee are parties to a certain Rider to License Agreement Vivarium dated July 7, 2022,

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) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 ☐ 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: 001-38327 Cue Biopharma, In

Description of Common Stock of the Registrant Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

EXHIBIT 4.2 DESCRIPTION OF COMMON STOCK OF CUE BIOPHARMA, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following information is a summary of information concerning the common stock, par value $0.001 per share (the “Common Stock”), of Cue Biopharma, Inc. (“we,” “our,” or “us”) and does not purport to be complete. It is subject to and qualified in its entirety by

List of Subsidiaries

EXHIBIT 21.1 SUBSIDIARIES OF CUE BIOPHARMA, INC. Registrant’s consolidated subsidiaries are shown below, together with the state or jurisdiction of organization of each subsidiary and the percentage of voting securities that Registrant owns in each subsidiary. Name of Subsidiary Jurisdiction of Incorporation or Organization Percent of Outstanding Voting Securities Owned Cue Biopharma Securities Co

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, 2025 Cue Biopharma, Inc

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, 2025 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

December 11, 2024

CORRESP December 11, 2024 By Electronic Submission Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, 2024 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: 001-38327 Cue B

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 14, 2024 Cue Biopharma,

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 14, 2024 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission F

Director Compensation Policy effective June 5, 2024

Exhibit 10.2 Cue Biopharma, Inc. Director Compensation Policy Members of the Board of Directors (the “Board”) of Cue Biopharma, Inc. (the “Company”) who are not employees of the Company or any subsidiary of the Company (“non-employee directors”) shall receive compensation for their services on the Board in accordance with this Director Compensation Policy (this “Policy”). Cash Compensation Each no

Cue Biopharma Reports Third Quarter 2024 Financial Results and Recent Business Highlights

Cue Biopharma Reports Third Quarter 2024 Financial Results and Recent Business Highlights BOSTON, Mass.

Amended and Restated Certificate of Incorporation, as amended

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CUE BIOPHARMA, INC. The present name of the corporation is Cue Biopharma, Inc. The corporation was incorporated under the name “Imagen Biopharma, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on December 31, 2014. This Amended and Restated Certificate of Incorpor

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 8, 2024 Cue Biopharma, 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): October 8, 2024 Cue Biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38327 47-3324577 (State or Other Jurisdiction of Incorporation) (Commission Fil

Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CUE BIOPHARMA, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Cue Biopharma, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Direct

Exhibit 99.1

Exhibit 99.1 The identity and the Item 3 classification of the relevant subsidiary is: Bleichroeder LP, which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

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 2, 2024 Cue Biopharma, 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): October 2, 2024 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission Fil

Second Amendment to Loan and Security Agreement, dated October 2, 2024, by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, and Cue Biopharma, Inc.

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 2nd day of October, 2024 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”) and Cue Biopharma, Inc.

11,564,401 Shares of Common Stock Pre-Funded Warrants to Purchase 12,435,599 Shares of Common Stock Common Stock Warrants to Purchase 6,000,000 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271786 PROSPECTUS SUPPLEMENT (To Prospectus dated May 26, 2023) 11,564,401 Shares of Common Stock Pre-Funded Warrants to Purchase 12,435,599 Shares of Common Stock Common Stock Warrants to Purchase 6,000,000 Shares of Common Stock We are offering (i) 11,564,401 shares of our common stock and accompanying common stock warrants

Cue Biopharma Announces Pricing of $12.0 Million Public Offering

EX-99.1 Exhibit 99.1 Cue Biopharma Announces Pricing of $12.0 Million Public Offering BOSTON, Mass., September 26, 2024— Cue Biopharma, Inc. (Nasdaq: CUE), a clinical-stage biopharmaceutical company developing a novel class of therapeutic biologics to selectively engage and modulate disease-specific T cells, today announced the pricing of an underwritten public offering of (i) 11,564,401 shares of

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 26, 2024 Cue Biopharma,

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 26, 2024 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission

Underwriting Agreement, dated September 26, 2024, by and between Cue Biopharma, Inc. and Oppenheimer & Co. Inc., as representative of the underwriters named therein

EX-1.1 Exhibit 1.1 CUE BIOPHARMA, INC. (a Delaware corporation) 11,564,401 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 12,435,599 Shares of Common Stock Warrants to Purchase Up to 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: September 26, 2024 CUE BIOPHARMA, INC. (a Delaware corporation) 11,564,401 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 12,4

Form of Common Stock Warrant

EX-4.2 Exhibit 4.2 FORM OF COMMON STOCK PURCHASE WARRANT CUE BIOPHARMA, INC. Warrant Shares: [ ] Issue Date: September 30, 2024 Initial Exercise Date: September 30, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for

Form of Pre-Funded Warrant

EX-4.1 Exhibit 4.1 CUE BIOPHARMA, INC. WARRANT TO PURCHASE COMMON STOCK Number of Shares: [] (subject to adjustment) Warrant No. [] Original Issue Date: September 30, 2024 Cue Biopharma, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [] or its registered assigns (the “Holder”) i

SUBJECT TO COMPLETION, DATED SEPTEMBER 26, 2024

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271786 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer 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 (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 28, 2024 Cue Biopharma, 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): August 28, 2024 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission Fil

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 15, 2024 Cue Biopharma, 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): August 15, 2024 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission Fil

Form of stock option award under 2016 Omnibus Incentive Plan

EXHIBIT 10.1 NOTICE OF GRANT OF INCENTIVE STOCK OPTION CUE BIOPHARMA, INC. 2016 OMNIBUS INCENTIVE PLAN FOR GOOD AND VALUABLE CONSIDERATION, Cue Biopharma, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Cue Biopharma, Inc. 2016 Omnibus Incentive Plan (the “Plan”), to the Grantee designated in below an Incentive Stock Option to purchase the number of Shares specified below (th

Form of stock option award under 2016 Non-Employee Equity Incentive Plan

EXHIBIT 10.2 NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION CUE BIOPHARMA, INC. 2016 OMNIBUS INCENTIVE PLAN FOR GOOD AND VALUABLE CONSIDERATION, Cue Biopharma, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Cue Biopharma, Inc. 2016 Omnibus Incentive Plan (the “Plan”), to the Grantee designated below a Non-qualified Stock Option to purchase the number of Shares specified below

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, 2024 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: 001-38327 Cue Biopha

Cue Biopharma Announces Strategic Prioritization of Autoimmune Programs Enabling Optimization of Workforce and Reduction of Capital Requirements Prioritizing autoimmune programs aims to focus upon near-term and intermediate value creation potential,

Cue Biopharma Announces Strategic Prioritization of Autoimmune Programs Enabling Optimization of Workforce and Reduction of Capital Requirements Prioritizing autoimmune programs aims to focus upon near-term and intermediate value creation potential, while retaining oncology programs as promising clinical data continues to mature  Company anticipates annualized capital and workforce requirements to be reduced by approximately 25 percent BOSTON, Mass.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): July 24, 2024 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 5, 2024 Cue Biopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38327 47-3324577 (State or Other Jurisdiction of Incorporation) (Commission File N

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

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, 2024 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, 2024 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: 001-38327 Cue Bioph

Cue Biopharma Reports First Quarter 2024 Financial Results and Recent Business Highlights

Cue Biopharma Reports First Quarter 2024 Financial Results and Recent Business Highlights BOSTON, Mass.

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. )

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 (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 14

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

SUBSIDIARIES OF CUE BIOPHARMA, INC.

EXHIBIT 21.1 SUBSIDIARIES OF CUE BIOPHARMA, INC. Registrant’s consolidated subsidiaries are shown below, together with the state or jurisdiction of organization of each subsidiary and the percentage of voting securities that Registrant owns in each subsidiary. Name of Subsidiary Jurisdiction of Incorporation or Organization Percent of Outstanding Voting Securities Owned Cue Biopharma Securities Co

Compensation Recovery Policy

EXHIBIT 97.1 DODD-FRANK COMPENSATION RECOVERY POLICY This Compensation Recovery Policy (this “Policy”) is adopted by Cue Biopharma, Inc. (the “Company”) in accordance with Nasdaq Listing Rule 5608 (“Rule 5608”), which implements Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as promulgated pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Cons

As filed with the Securities and Exchange Commission on March 28, 2024

As filed with the Securities and Exchange Commission on March 28, 2024 Registration No.

Second Amendment to the Amended and Restated License Agreement with Albert Einstein College of Medicine dated January 13, 2024

EXHIBIT 10.38 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. SECOND AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT This Second Amendment to the Amended and Restated License Agreement (“Second Amendment”) is by

Exhibit 4.2

EXHIBIT 4.2 DESCRIPTION OF COMMON STOCK OF CUE BIOPHARMA, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following information is a summary of information concerning the common stock, par value $0.001 per share (the “Common Stock”), of Cue Biopharma, Inc. (“we,” “our,” or “us”) and does not purport to be complete. It is subject to and qualified in its entirety by

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) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 ☐ 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: 001-38327 Cue Biopharma, In

Director Compensation Policy effective December 7, 2023

EXHIBIT 10.17 DIRECTOR COMPENSATION POLICY Members of the Board of Directors (the “Board”) of Cue Biopharma, Inc. (the “Company”) who are not employees of the Company or any subsidiary of the Company (“non-employee directors”) shall receive compensation for their services on the Board in accordance with this Director Compensation Policy (this “Policy”). Cash Compensation Each non-employee director

Calculation of Filing Fee Tables

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

CUE / Cue Biopharma, Inc. / Bleichroeder LP - CUEBIOPHARMA13G Passive Investment

SC 13G 1 cuebiopharma13g.htm CUEBIOPHARMA13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Cue Biopharma, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 22978P106 (CUSIP Number) February 27, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, 2023 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: 001-38327 Cue B

Amendment No. 1 to Consulting Agreement between Cue Biopharma, Inc. and Peter A. Kiener, dated September 1, 2023

EXHIBIT 10.1 AMENDMENT NO. 1 TO CONSULTING AGREEMENT THIS AMENDMENT NO. 1 TO CONSULTING AGREEMENT (this “Amendment No. 1”) effective September 1, 2023 is entered into between Cue Biopharma, Inc., a Delaware corporation having an address of 40 Guest Street, Boston MA 02135 (the “Company”), and Peter Kiener D.Phil, (“Consultant”) whose address is [**}. Company and Consultant may be referred to herei

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 12, 2023 Cue Biopharma,

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 12, 2023 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 Commission file number: 001-38327 Cue Biopha

Consulting Agreement effective June 7, 2023 entered into between Cue Biopharma, Inc. and Peter A Kiener, D.Phil

Exhibit 10.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”), effective June 7, 2023 (the “Effective Date”), is entered into between Cue Biopharma, Inc., a Delaware corporation having an address of 40 Guest Street, Boston, Massachusetts 02135 (the “Company”), and Peter A Kiener, D.Phil, having an address of [**]. INTRODUCTION The Company desires to contract with Consultant to prov

Amendment No. 1 to Cue Biopharma, Inc. 2016 Non-Employee Equity Incentive Plan

Exhibit 10.2 Amendment No. 1 to the Cue Biopharma, Inc. 2016 Non-Employee Equity Incentive Plan This Amendment No. 1 (“Amendment”) of the 2016 Non-Employee Equity Incentive Plan (the “Existing Plan”; as amended hereby, the “Plan”), of Cue Biopharma, Inc., a Delaware corporation (the “Company”), is made and adopted by the Company. NOW, THEREFORE, the Existing Plan is hereby amended as follows: 1. C

Amendment No. 2 to Cue Biopharma, Inc. 2016 Omnibus Incentive Plan

Exhibit 10.1 Amendment No. 2 to the Cue Biopharma, Inc. 2016 Omnibus Equity Incentive Plan This Amendment No. 2 (“Amendment”) of the 2016 Omnibus Equity Incentive Plan, as amended (the “Existing Plan”; as amended hereby, the “Plan”), of Cue Biopharma, Inc., a Delaware corporation (the “Company”), is made and adopted by the Company. NOW, THEREFORE, the Existing Plan is hereby amended as follows: 1.

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 7, 2023 Cue Biopharma, Inc.

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 7, 2023 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File N

CUE BIOPHARMA, INC. 40 Guest Street Boston, Massachusetts 02135

CORRESP CUE BIOPHARMA, INC. 40 Guest Street Boston, Massachusetts 02135 May 24, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Cue Biopharma, Inc. Registration Statement on Form S-3 Filed May 9, 2023 File No. 333-271786 Request for Acceleration Ladies and Gentlemen:

Form of Subordinated Note

EX-4.6 Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER N

stifelSti UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

stifelSti UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 Commission file number: 001-38327

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

S-3 Table of Contents As filed with the Securities and Exchange Commission on May 9, 2023 Registration No.

Form of Subordinated Indenture

Exhibit 4.4 CUE BIOPHARMA, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) In

Director Compensation Policy dated March 31, 2023

EXHIBIT 10.1 Cue Biopharma, Inc. Director Compensation Policy Members of the Board of Directors (the “Board”) of Cue Biopharma, Inc. (the “Company”) who are not employees of the Company or any subsidiary of the Company (“non-employee directors”) shall receive compensation for their services on the Board in accordance with this Director Compensation Policy (this “Policy”). Cash Compensation Each no

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cue Biopharma, Inc.

Form of Senior Indenture

EX-4.3 Exhibit 4.3 CUE BIOPHARMA, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.014.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Ina

Waiver and First Amendment to Loan and Security Agreement, dated April 10, 2023, by and between Cue Biopharma, Inc. and Silicon Valley Bridge Bank, N.A., as successor in interest to Silicon Valley Bank

Exhibit 10.2 WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 10th day of April, 2023 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as succes

Form of Senior Note

EX-4.5 Exhibit 4.5 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE

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. )

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 RegistrantFiled 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 permitt

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. )

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 (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 14

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 19, 2023 Cue Biopharma, Inc

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 19, 2023 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

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 11, 2023 Cue Biopharma, Inc

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 11, 2023 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

Cue Biopharma, Inc. Director Compensation Policy

Exhibit 10.1 Cue Biopharma, Inc. Director Compensation Policy Members of the Board of Directors (the “Board”) of Cue Biopharma, Inc. (the “Company”) who are not employees of the Company or any subsidiary of the Company (“non-employee directors”) shall receive compensation for their services on the Board in accordance with this Director Compensation Policy (this “Policy”). Cash Compensation Each no

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) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ 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: 001-38327 Cue Biopharma, In

SUBSIDIARIES OF CUE BIOPHARMA, INC.

EXHIBIT 21.1 SUBSIDIARIES OF CUE BIOPHARMA, INC. Registrant’s consolidated subsidiaries are shown below, together with the state or jurisdiction of organization of each subsidiary and the percentage of voting securities that Registrant owns in each subsidiary. Name of Subsidiary Jurisdiction of Incorporation or Organization Percent of Outstanding Voting Securities Owned Cue Biopharma Securities Co

As filed with the Securities and Exchange Commission on March 21, 2023

As filed with the Securities and Exchange Commission on March 21, 2023 Registration No.

Form of Indemnification Agreement between the Registrant and its directors and officers

EXHIBIT 10.11 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Cue Biopharma, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate prot

Calculation of Filing Fee Tables

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

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

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, 2023 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

CUE / Cue Biopharma Inc / Slate Path Capital LP - CUE BIOPHARMA, INC. Passive Investment

SC 13G 1 p23-0869sc13g.htm CUE BIOPHARMA, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cue Biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 22978P106 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate bo

Common Stock

Filed Pursuant to Rule 424(b)(7) Registration No. 333-268687 Prospectus Supplement dated December 30, 2022 (To Prospectus dated December 14, 2022) Common Stock This prospectus supplement supplements the prospectus dated December 14, 2022 (as supplemented, the ?prospectus?), which forms a part of our registration statement on Form S-3 (No. 333-268687). This prospectus supplement is being filed to u

18,376,812 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268687 PROSPECTUS 18,376,812 Shares Common Stock This prospectus relates to the resale from time to time of up to 18,376,812 shares of common stock of Cue Biopharma, Inc. by the selling stockholders listed on page 8, including their donees, pledgees, assignees, transferees or other successors-in-interest, which consist of 7,65

December 12, 2022

CORRESP 1 filename1.htm December 12, 2022 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Doris Stacey Gama Re: Cue Biopharma, Inc. Registration Statement on Form S-3 File No. 333-268687 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Cue Biopha

As filed with the Securities and Exchange Commission on December 6, 2022

Table of Contents As filed with the Securities and Exchange Commission on December 6, 2022 Registration No.

Filing Fee Table.

EX-FILING FEES 4 d376752dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cue Biopharma, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggrega

CUE / Cue Biopharma Inc / Nantahala Capital Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cue Biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22978P106 (CUSIP Number) December 1, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

CUE / Cue Biopharma Inc / Slate Path Capital LP Passive Investment

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 Cue Biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22978P106 (CUSIP Number) Novem

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated November 18, 2022 with respect to the Common Stock, par value $0.001 per share, of Cue Biopharma, Inc., a Delaware corporation, 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

Form of Pre-Funded Warrant to Purchase Common Stock

EX-4.1 Exhibit 4.1 THESE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BUT HAVE BEEN OR WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLES

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 14, 2022 Cue Biopharma,

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 14, 2022 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission F

Cue Biopharma Announces $30 Million Private Investment in Public Equity (PIPE) Financing

EX-99.1 Exhibit 99.1 Cue Biopharma Announces $30 Million Private Investment in Public Equity (PIPE) Financing BOSTON, Nov. 14, 2022 (GLOBE NEWSWIRE) — Cue Biopharma, Inc. (Nasdaq: CUE), a clinical-stage biopharmaceutical company developing a novel class of injectable biologics to selectively engage and modulate tumor-specific T cells directly within the patient’s body, announced today that it has

Registration Rights Agreement, dated November 14, 2022, by and among the Company and the other parties thereto

EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 14, 2022, by and among Cue Biopharma, Inc., a Delaware corporation (the “Company”), and the “Investors” named in those certain Securities Purchase Agreements, by and among the Company and the Investors named therein, dated as of November 14, 2022 (collect

Form of Securities Purchase Agreement, dated November 14, 2022, by and among the Company and the other parties thereto

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 14, 2022, by and among Cue Biopharma, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”). RECITALS A. The Company and the Investors are executing an

Form of Warrant to Purchase Common Stock or Pre-Funded Warrant

EX-4.2 Exhibit 4.2 THESE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BUT HAVE BEEN OR WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLES

Termination of License Agreement, dated September 9, 2022, between Cue Biopharma, Inc. and MIL 21E, LLC

EXHIBIT 101 Termination of License Agreement This Early Termination of Vivarium Agreement (?Termination Agreement?) is dated September 9, 2022 (?Execution Date?) and is entered into by and between Cue Biopharma, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 Commission file number: 001-38327 Cue B

First Amendment to the License Agreement, dated May 3, 2022, between Cue Biopharma, Inc. and MIL 40G, LLC

Exhibit 10.1 First Amendment to License Agreement This First Amendment to License Agreement (?First Amendment?) is dated May 3, 2022 (?Effective Date?) and entered into by and between Cue Biopharma, Inc. (?Licensee?) and MIL 40G, LLC (?Licensor?). WHEREAS, Licensor and Licensee are parties to a certain License Agreement dated March 28, 2022 (?License Agreement?); WHEREAS, Licensee warrants and rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 Commission file number: 001-38327 Cue Biopha

Rider to License Agreement, dated as of July 7, 2022, between Cue Biopharma, Inc. and MIL 40G, LLC

Exhibit 102 Rider to License Agreement Vivarium This Rider to License Agreement (?Rider?), is made as of July 7, 2022, by and between MIL 40G, LLC (?SmartLabs?), and Cue Biopharma, Inc.

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

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 16, 2022 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

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 9, 2022 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File N

Director Compensation Policy dated January 1, 2021

Exhibit 10.3 1. Cue Biopharma, Inc. 2. Director Compensation Policy Members of the Board of Directors (the ?Board?) of Cue Biopharma, Inc. (the ?Company?) who are not employees of the Company or any subsidiary of the Company (?non-employee directors?) shall receive compensation for their services on the Board in accordance with this Director Compensation Policy (this ?Policy?). a. Cash Compensatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 Commission file number: 001-38327 Cue Bioph

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. )

DEFA14A 1 d274629ddefa14a.htm 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 RegistrantFiled by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of t

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. )

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 (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 14

License Agreement, dated March 28, 2022, between Cue Biopharma, Inc. and MIL 40G, LLC

EX-10.1 2 d339157dex101.htm EX-10.1 Exhibit 10.1 License Agreement This License Agreement, made and entered into as of March 28, 2022 (“Agreement”), by and between Cue Biopharma, Inc., a Delaware corporation, having a place of business located at 40 Guest Street, Boston, MA 02135 (“Licensee”) and MIL 40 G, LLC, a Delaware limited liability company, having a place of business located at 40 Guest St

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): March 28, 2022 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

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) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 ? 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: 001-38327 Cue Biopharma, In

As filed with the Securities and Exchange Commission on March 16, 2022

As filed with the Securities and Exchange Commission on March 16, 2022 Registration No.

Loan and Security Agreement, dated February 15, 2022, by and between Cue Biopharma, Inc. and Silicon Valley Bank

Exhibit 10.34 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?) is dated as of the Effective Date between SILICON VALLEY BANK, a California co

Consulting Agreement, dated January 1, 2017, between the Registrant and Ken Pienta, as amended by Amendment No. 1 to Consulting Agreement dated December 15, 2021

EXHIBIT 10.28 AMENDMENT NO. 1 TO CONSULTING AGREEMENT THIS AMENDMENT NO. 1 TO CONSULTING AGREEMENT (this ?Amendment?), dated as of December 15, 2021, is entered into by and between Cue Biopharma, Inc., a Delaware corporation (the ?Company?), and Kenneth J. Pienta (the ?Consultant?). Reference is made to that certain Consulting Agreement, dated as of January 1, 2017, by and between the Company and

SUBSIDIARIES OF CUE BIOPHARMA, INC.

EXHIBIT 21.1 SUBSIDIARIES OF CUE BIOPHARMA, INC. Registrant?s consolidated subsidiaries are shown below, together with the state or jurisdiction of organization of each subsidiary and the percentage of voting securities that Registrant owns in each subsidiary. Name of Subsidiary Jurisdiction of Incorporation or Organization Percent of Outstanding Voting Securities Owned Cue Biopharma Securities Co

Calculation of Filing Fee Tables

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

Entry into a Material Definitive Agreement, 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): February 15, 2022 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission F

CUE / Cue Biopharma Inc / Corriente Advisors, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cue Biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22978P106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

CUE / Cue Biopharma Inc / Nantahala Capital Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cue Biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22978P106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

A. Joint Filing Agreement

EXHBIIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock, par value $0.

© 2021 CUE BIOPHARMA Forward-Looking Statements Disclosure This presentation has been prepared by Cue Biopharma, Inc. (“we,” “us,” “our,” “Cue” or the “Company”) and is made for informational purposes only and does not constitute an offer to sell or

Corporate Presentation Immune Responses, On Cue? Nasdaq: CUE November 2021 Exhibit 99.

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): November 15, 2021 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 Commission file number: 001-38327 Cue B

Open Market Sale AgreementSM, dated October 1, 2021, by and between Cue Biopharma, Inc. and Jefferies LLC

Exhibit 10.1 Execution Version OPEN MARKET SALE AGREEMENTSM October 1, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Cue Biopharma, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Co

Third Amendment to License Agreement, dated October 22, 2021, by and between Cue Biopharma, Inc. and MIL 21E, LLC

Exhibit 10.2 Third Amendment to License Agreement This Third Amendment to License Agreement (?Third Amendment?) is made as of October 1, 2021, by and between Cue Biopharma, Inc. (?Licensee?) and MIL 21E, LLC (?Licensor?). WHEREAS, Licensor and Licensee are parties to a certain License Agreement dated January 19, 2018, as amended by that certain First Amendment to License Agreement dated June 18, 2

Open Market Sale AgreementSM, dated as of October 1, 2021, by and between Cue Biopharma, Inc. and Jefferies LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38327) filed on October 1, 2021)

EX-1.1 2 d197369dex11.htm EX-1.1 Exhibit 1.1 Execution Version OPEN MARKET SALE AGREEMENTSM October 1, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Cue Biopharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal

Entry into a Material Definitive Agreement, 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): October 1, 2021 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission Fil

Up to $80,000,000 Common Stock

Table of Contents As Filed Pursuant to Rule 424(b)(5) Registration No. 333-239357 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 21, 2021) Up to $80,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, or sales agreement, with Jefferies LLC, or Jefferies, dated October 1, 2021, relating to the sale of shares of our common stock offered by this prospectus supplement. In accord

Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-239357 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 21, 2021) Common Stock This prospectus supplement supplements the sales agreement prospectus dated May 21, 2021 related to the offer and sale of shares of our common stock, $0.001 par value per share, pursuant to an At-the-Market Equity Offering Sales Agreement, or the Sales Agreement, dated

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 Commission file number: 001-38327 Cue Biopha

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 9, 2021 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File N

As filed with the Securities and Exchange Commission on May 21, 2021

Table of Contents As filed with the Securities and Exchange Commission on May 21, 2021 Registration No.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, 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: 001-38327 Cue Bioph

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT 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 ? Confide

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

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): March 18, 2021 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission File

Forward-Looking Statements Disclaimer This presentation has been prepared by Cue Biopharma, Inc. (“we,” “us,” “our,” “Cue” or the “Company”) and is made for informational purposes only and does not constitute an offer to sell or a solicitation of an

EX-99.1 Corporate Presentation Immune Responses, On Cue™ Nasdaq: CUE Oppenheimer 31st Annual Healthcare Conference, March 18, 2021 Exhibit 99.1 Forward-Looking Statements Disclaimer This presentation has been prepared by Cue Biopharma, Inc. (“we,” “us,” “our,” “Cue” or the “Company”) and is made for informational purposes only and does not constitute an offer to sell or a solicitation of an offer

First Amendment to the Exclusive Patent License and Research Collaboration Agreement with Merck Sharp & Dohme Corp. dated November 9, 2020

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed.

Third Amended and Restated Executive Employment Agreement dated March 4, 2021 between the Company and Daniel Passeri

EXHIBIT 10.26 CUE BIOPHARMA, INC. THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Third Amended and Restated Executive Employment Agreement (?Agreement?), dated as of March 4, 2021 (the ?Effective Date?), is made by and between Cue Biopharma, Inc., a Delaware corporation (?Cue? or the ?Company?) and Daniel Passeri (?Executive,? and together with Cue, the ?Parties?). WHEREAS, the Com

Annual Report - 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, 2020 ? 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: 001-38327 Cue Biopharma, In

Fourth Amendment to Collaboration, License and Option Agreement, dated December 18, 2019, between the Registrant and LG CHEM LTD.

EXECUTION VERSION Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed.

- S-8

S-8 1 d134170ds8.htm S-8 As filed with the Securities and Exchange Commission on March 9, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 47-3324577 (State or other jurisdiction of incorporation or or

Sixth Amendment to Collaboration, License and Option Agreement, dated February 14, 2020, between the Registrant and LG CHEM LTD.

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed.

List of Subsidiaries

EXHIBIT 21 SUBSIDIARIES OF CUE BIOPHARMA, INC. Registrant?s consolidated subsidiaries are shown below, together with the state or jurisdiction of organization of each subsidiary and the percentage of voting securities that Registrant owns in each subsidiary. Name of Subsidiary Jurisdiction of Incorporation or Organization Percent of Outstanding Voting Securities Owned Cue Biopharma Securities Corp

Eighth Amendment to Collaboration, License and Option Agreement, dated December 7, 2020, between the Registrant and LG CHEM LTD.

CONFIDENTIAL EXECUTION COPY Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed.

Fifth Amendment to Collaboration, License and Option Agreement, dated January 10, 2020, between the Registrant and LG CHEM LTD.

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed.

First Amendment to the Amended and Restated License Agreement with Albert Einstein College of Medicine dated October 30, 2018

Exhibit 10.30 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. FIRST AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT This First Amendment to the Amended and Restated License Agreement (?First Amendment?) is by and betwee

Third Amendment to Collaboration, License and Option Agreement, dated October 29, 2019, between the Registrant and LG CHEM LTD.

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed.

Seventh Amendment to Collaboration, License and Option Agreement, dated May 14, 2020, between the Registrant and LG CHEM LTD.

Exhibit 10.9 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. SevenTH Amendment to Collaboration, LICENSE and Option Agreement This Seventh Amendment to the Collaboration, License and Option Agreement (the ?Seventh Amendment?) i

Second Amendment to Collaboration, License and Option Agreement, dated August 5, 2019, between the Registrant and LG CHEM LTD.

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed.

Power of Attorney

Exhibit 24.2 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Daniel R. Passeri and Kerri-Ann Millar, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (

- POS AM

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

- POSASR

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

First Amendment to Collaboration, License and Option Agreement, dated March 15, 2019, between the Registrant and LG CHEM LTD.

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed.

JOINT FILING AGREEMENT

EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock, par value $0.001 per share, of Cue Biopharma, Inc. dated as of February 16, 2021 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cue Biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cue Biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22978P106 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

Cue Biopharma, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cue Biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22978P106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cue Biopharma, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) (CUSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cue Biopharma, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 22978P106 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Entry into a Material Definitive Agreement - 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, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission F

Quarterly Report - 10-Q Q3 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, 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: 001-38327 Cue B

Amended and Restated Certificate of Incorporation of the Registrant, as amended

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CUE BIOPHARMA, INC. The present name of the corporation is Cue Biopharma, Inc. The corporation was incorporated under the name “Imagen Biopharma, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on December 31, 2014. This Amended and Restated Certificate of Incorpor

Third Amendment to Vivarium Agreement, dated July 20, 2020, between the Registrant and MIL 21E, LLC

EXHIBIT 10.2 Third Amendment to Vivarium Agreement This Third Amendment to Vivarium Agreement ("Third Amendment") is dated July 20, 2020 ("Third Amendment Effective Date") and is entered into by and between Cue Biopharma, Inc. ("Licensee") and MIL 21E, LLC ("Licensor"). WHEREAS, Licensor and Licensee are parties to a certain Vivarium Agreement dated September 20, 2018, as amended by a certain Firs

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, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission

Executive Employment Agreement dated August 21, 2020 between Registrant and Kerri-Ann Millar

EX-10.1 2 d36717dex101.htm EX-10.1 Exhibit 10.1 CUE BIOPHARMA, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated as of August 21, 2020 (the “Effective Date”), is made by and between Cue Biopharma, Inc., a Delaware corporation (“Cue” or the “Company”)), and Kerri-Ann Millar (“Executive,” and together with Cue, the “Parties”). WHEREAS, the Company and Execu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into 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): August 21, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission Fil

Quarterly Report - 10-Q Q2 2020 CUE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, 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: 001-38327 Cue Biopha

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, 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): July 9, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission Fi

Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation

EX-3.1 Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CUE BIOPHARMA, INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: FIRST: Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendmen

Second Amendment to License Agreement between the Registrant and MIL 21E, LLC.

EX-10.1 Exhibit 10.1 Second Amendment to License Agreement This Second Amendment to License Agreement (“Second Amendment”), is made as of May 14, 2020 (“Effective Date”) by and between Cue Biopharma, Inc. (“Licensee”) and MIL 21E, LLC (“Licensor”). WHEREAS, Licensor and Licensee are parties to a certain License Agreement dated January 19, 2018, as amended by a certain First Amendment to License Ag

Entry into 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): June 24, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission F

Form of Indenture relating to the issuance from time to time in one or more series of debentures, notes, bonds or other evidences of indebtedness

EX-4.6 Exhibit 4.6 INDENTURE between Cue Biopharma, Inc. and [ ] TRUSTEE Dated as of [ ] Providing for Issuance of Debt Securities in Series Reconciliation and tie between Indenture, dated as of , and the Trust Indenture Act of 1939, as amended. Trust Indenture Act of 1939 Section Indenture Section 310(a)(1) 6.11 (a)(2) 6.11 (a)(3) TIA (a)(4) Not Applicable (a)(5) TIA (b) 6.9; 6.11; TIA 311(a) TIA

Power of Attorney (included on signature page)

S-3ASR Table of Contents As Filed With the Securities and Exchange Commission on June 22, 2020 Registration No.

At-the-Market Equity Offering Sales Agreement by and between Cue Biopharma, Inc. and Stifel, Nicolaus & Company, Incorporated, dated June 22, 2020

EX-1.1 Exhibit 1.1 CUE BIOPHARMA, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT June 22, 2020 STIFEL, NICOLAUS & COMPANY, INCORPORATED One South Street, 17th Floor Baltimore, Maryland 21202 Ladies and Gentlemen: Cue Biopharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell f

Entry into 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 ): June 22, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission

Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239357 PROSPECTUS SUPPLEMENT (To prospectus dated June 22, 2020) $40,000,000 Common Stock Cue Biopharma, Inc. has entered into an At-the-Market Equity Offering Sales Agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) to offer and sell up to $40,000,000 of our common stock, $0.001 p

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): June 4, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission Fi

Corporate Highlights Distinct mechanism of action for selective modulation of disease-relevant T cells directly in a patient’s body Modular therapeutic frameworks targeting cancer and autoimmune disease Industry-standard manufacturing, without need f

EX-99 Nasdaq: CUE Corporate Presentation Immune Responses, On Cue™ Jefferies Virtual Healthcare Conference | June 4, 2020 Exhibit 99 Forward-Looking Statements This presentation has been prepared by Cue Biopharma, Inc.

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT 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 ☐

Definitive Proxy

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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): May 19, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission Fi

Cue Biopharma Reports First Quarter 2020 Results, Updates of CUE-101 Phase 1 Dose Escalation Study and Recent Business Highlights

EX-99 2 d934873dex99.htm EX-99 Exhibit 99 Cue Biopharma Reports First Quarter 2020 Results, Updates of CUE-101 Phase 1 Dose Escalation Study and Recent Business Highlights CAMBRIDGE, Mass., May 19, 2020 — Cue Biopharma, Inc. (NASDAQ: CUE), a clinical-stage biopharmaceutical company engineering a novel class of injectable biologics to selectively engage and modulate targeted T cells within the body

- PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Quarterly Report - CUE-Q1-2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 Commission file number: 001-38327 Cue Bioph

April 29, 2020

10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

CUE / Cue Biopharma, Inc. / MARLETT CHRISTOPHER A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A-1 (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) Cue Biopharma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22978P 106 (CUSIP Number) Andrew D. Hudders, Esq. Golenbock Eiseman Assor Bell & Peskoe

Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-229140 PROSPECTUS SUPPLEMENT (To prospectus dated February 3, 2019) $35,000,000 Common Stock Cue Biopharma, Inc. has entered into an At-the-Market Equity Offering Sales Agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) to offer and sell up to $35,000,000 of our common stock, $0.00

At-the-Market Equity Offering Sales Agreement by and between Cue Biopharma, Inc. and Stifel, Nicolaus & Company, Incorporated, dated March 27, 2020

EX-1.1 Exhibit 1.1 CUE BIOPHARMA, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT March 27, 2020 STIFEL, NICOLAUS & COMPANY, INCORPORATED One South Street, 17th Floor Baltimore, Maryland 21202 Ladies and Gentlemen: Cue Biopharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell

Entry into 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): March 27, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission

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): March 17, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission

Cue Biopharma Reports Fourth Quarter and Full Year 2019 Financial Results and Recent Business Highlights

EX-99 Exhibit 99 Cue Biopharma Reports Fourth Quarter and Full Year 2019 Financial Results and Recent Business Highlights • Extended cash runway with $33.

CUE / Cue Biopharma, Inc. S-8 - - S-8

S-8 As filed with the Securities and Exchange Commission on March 12, 2020 Registration No.

Exhibit 4.4

EXHIBIT 4.4 DESCRIPTION OF COMMON STOCK OF CUE BIOPHARMA, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following information is a summary of information concerning the common stock, par value $0.001 per share (the “Common Stock”), of Cue Biopharma, Inc. (“we,” “our,” or “us”) and does not purport to be complete. It is subject to and qualified in its entirety by

Form 10-K/A

10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

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 ☐ 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: 001-38327 Cue Biopharma, In

Amendment No. 1 to Cue Biopharma, Inc. 2016 Omnibus Incentive Plan

EXHIBIT 10.16 Amendment No. 1 to the Cue Biopharma, Inc. 2016 Omnibus Equity Incentive Plan This Amendment No. 1 (“Amendment”), dated May 17, 2019, of the 2016 Omnibus Equity Incentive Plan, as amended (the “Existing Plan”; as amended hereby, the “Plan”), of Cue Biopharma, Inc., a Delaware corporation (the “Company”), is made and adopted by the Company, subject to approval of the stockholders of t

List of Subsidiaries

EXHIBIT 21 SUBSIDIARIES OF CUE BIOPHARMA, INC. Registrant’s consolidated subsidiaries are shown below, together with the state or jurisdiction of organization of each subsidiary and the percentage of voting securities that Registrant owns in each subsidiary. Name of Subsidiary Jurisdiction of Incorporation or Organization Percent of Outstanding Voting Securities Owned Cue Biopharma Securities Corp

Corporate Highlights Distinct mechanism of action for selective modulation of disease-relevant T cells directly in a patient’s body Modular therapeutic frameworks targeting cancer and autoimmune disease Industry-standard manufacturing, without need f

EX-99 Nasdaq: CUE | March 2020 Corporate Presentation Immune Responses, On Cue™ Cowen & Co.

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): March 2, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission F

CUE / Cue Biopharma, Inc. / Nantahala Capital Management, LLC - 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. )* Cue Biopharma, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 22978P106 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

CUE / Cue Biopharma, Inc. / venBio Select Advisor LLC - CUE BIOPHARMA, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cue Biopharma, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22978P106 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to w

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into 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): February 9, 2020 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commissio

Second Amended and Restated Executive Employment Agreement dated February 10, 2020 between the Company and Daniel Passeri

EX-10.1 2 d869337dex101.htm EX-10.1 Exhibit 10.1 CUE BIOPHARMA, INC. SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Second Amended and Restated Executive Employment Agreement (“Agreement”), dated as of February 10, 2020 (the “Effective Date”), is made by and between Cue Biopharma, Inc., a Delaware corporation (“Cue” or the “Company”) and Daniel Passeri (“Executive,” and together w

CUE / Cue Biopharma, Inc. / MARLETT CHRISTOPHER A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) Cue Biopharma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22978P 106 (CUSIP Number) Andrew D. Hudders, Esq. Golenbock Eiseman Assor Bell & Peskoe LLP

At-the-Market Equity Offering Sales Agreement by and between Cue Biopharma, Inc. and Stifel, Nicolaus & Company, Incorporated, dated November 25, 2019

EX-1.1 Exhibit 1.1 CUE BIOPHARMA, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT November 25, 2019 STIFEL, NICOLAUS & COMPANY, INCORPORATED One South Street, 17th Floor Baltimore, Maryland 21202 Ladies and Gentlemen: Cue Biopharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and se

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): November 22, 2019 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commissi

Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-229140 PROSPECTUS SUPPLEMENT (To prospectus dated February 3, 2019) $20,000,000 Common Stock Cue Biopharma, Inc. has entered into an At-the-Market Equity Offering Sales Agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) to offer and sell up to $20,000,000 of our common stock, $0.00

Cue Biopharma Reports Third Quarter 2019 Financial Results and Recent Business Highlights

EX-99 Exhibit 99 Cue Biopharma Reports Third Quarter 2019 Financial Results and Recent Business Highlights • Initiated patient dosing in Phase 1 clinical study of lead program CUE-101 in head and neck squamous cell carcinoma (HNSCC) • Extended cash runway with $11.

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 12, 2019 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commissi

CUE / Cue Biopharma, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 Commission file number: 001-38327 Cue B

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): October 3, 2019 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Executive Employment Agreement between the Registrant and Anish Suri dated October 3, 2019

EX-10.1 2 d838448dex101.htm EX-10.1 Exhibit 10.1 CUE BIOPHARMA, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (“Agreement”), dated as of October 3, 2019 (the “Effective Date”), is made by and between Cue Biopharma, Inc., a Delaware corporation (“Cue” or the “Company”)), and Anish Suri (“Executive,” and together with Cue, the “Part

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 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 3, 2019 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commi

Amended and Restated Executive Employment Agreement between the Registrant and Daniel Passeri dated October 3, 2019

EX-10.2 Exhibit 10.2 CUE BIOPHARMA, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (“Agreement”), dated as of October 3, 2019 (the “Effective Date”), is made by and between Cue Biopharma, Inc., a Delaware corporation (“Cue” or the “Company”) and Daniel Passeri (“Executive,” and together with Cue, the “Parties”). WHEREAS, the Compan

CUE / Cue Biopharma, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 Commission file number: 001-38327 Cue Biopha

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

Form 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 6, 2019 Cue Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38327 47-3324577 (State or other jurisdiction of incorporation) (Commis

CUE / Cue Biopharma, Inc. 10-Q/A - Quarterly Report - 10-Q/A

10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (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 Commission file

CUE / Cue Biopharma, Inc. CORRESP - -

Response Letter K&L GATES LLP HEARST TOWER, 47TH FLOOR 214 NORTH TRYON STREET CHARLOTTE, NC 28202 T +1 704 331 7400 F +1 704 331 7598 klgates.