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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 10-K/A (Amendment No. 1)   (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, 2018  ☐
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, Inc. (Exact Name of Registrant as Specified in Its Charter)    Delaware

47-3324577(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)  21 Erie Street Cambridge, MA

02139(Address of Principal Executive Offices)

(Zip Code) (617) 949-2680 (Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:  Title of each class

Name of each exchange on which
registeredCommon Stock, par value $0.001 per share

The NASDAQ Stock Market LLC Securities registered pursuant to Section 12 (g) of the Act: None   Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  ☐    No  ☒ Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  ☒    No  ☐ Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).    Yes  ☒    No  ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  ☐ Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated filer, accelerated
filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer

☐

Accelerated filer

☒Non-accelerated filer

☐

Smaller reporting company

☒Emerging growth company

☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act):    Yes  ☐    No  ☒ The aggregate market value of the voting
and non voting common equity held by non affiliates of the registrant, as of the last business day of the registrants most recently completed second fiscal quarter was approximately $216.4 million (based on the closing price of the
registrants common stock on June 29, 2018 of $11.86 per share). As of March 7, 2019 there were 20,734,232 shares of the
registrants common stock outstanding.




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CUE BIOPHARMA, INC. TABLE OF CONTENTS  Explanatory Note


1PART IIIItem 10.

Directors, Executive Officers and Corporate Governance.


2Item 11.

Executive Compensation


6Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders
Matters.


10Item 13.

Certain Relationships and Related Transactions, and Director
Independence


12Item 14.

Principal Accountant Fees and Services


13PART IVItem 15.

Exhibits, Financial Statements and Schedules


15




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Explanatory Note Cue Biopharma, Inc. is filing this Amendment No. 1 to Annual Report on Form 10-K/A to amend its
Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed with the Securities and Exchange Commission (the SEC) on March 14, 2019 (the Original Report).
The sole purpose of this Amendment No. 1 is to include the information required by Part III. Accordingly, this Amendment No. 1 hereby amends and restates Part III of the Original Report as set forth below. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Amendment No. 1 hereby amends and restates Part IV, Item 15 of the Original Report, adding as exhibits currently
dated certifications of the principal executive officer and the principal financial officer. No attempt has been made in this Amendment No. 1 to modify or update the other disclosures presented in the Original Report. This Amendment No. 1
does not reflect events occurring after the filing of the Original Report or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report
and our other filings with the SEC. As used in this Amendment No. 1, unless the context otherwise requires, the terms Cue, we, us, our, and the Company refer to Cue Biopharma, Inc., a
Delaware corporation.  1




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PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The following table sets forth the names of each of our directors, the year such director was first elected as a director, and the positions currently held by
each director with the Company.  Nominees or
Directors Name

Year FirstBecame Director

Position with the
CompanyDaniel R. Passeri

2016

Chief Executive Officer, President and DirectorBarry Simon

2016

ChairmanAnthony DiGiandomencio

2015

DirectorFrederick Driscoll

2018

DirectorCameron Gray

2015

DirectorPeter A. Kiener

2016

DirectorChristopher Marlett

2015

DirectorSteven McKnight

2016

DirectorFrank Morich

2018

Director Information Concerning Directors Set forth below is background information for each director, as well as information regarding additional experience, qualifications, attributes or skills that
led the Board of Directors to conclude that such director should serve on the Board. Daniel R. Passeri, age 58, joined Cue Biopharma in August
2016 as our Chief Executive Officer and President. He served as a director of Curis, Inc. (Nasdaq: CRIS) (Curis), a biotechnology company seeking to develop and commercialize drug candidates for the treatment of cancer, from September
2001 to June 2016. Mr. Passeri previously served as Chief Executive Officer of Curis from September 2001 until June 2014 and as Vice Chairman of its board of directors from June 2014 to June 2016, and additionally held the title of President
from September 2001 to February 2013. Previously, from November 2000 to September 2001, Mr. Passeri served as the Senior Vice President, Corporate Development and Strategic Planning of Curis. From December 2014 to June 2015, Mr. Passeri
served as Chief Officer of Technology Management and Business Development of the Jackson Laboratory for Genomic Medicine. From March 1997 to November 2000, Mr. Passeri was employed by GeneLogic Inc., a biotechnology company, most recently as
Senior Vice President, Corporate Development and Strategic Planning. From February 1995 to March 1997, Mr. Passeri was employed by Boehringer Mannheim, a pharmaceutical, biotechnology and diagnostic company, as Director of Technology
Management. Mr. Passeri received a J.D. from the National Law Center at George Washington University, an M.Sc. in biotechnology from the Imperial College of Science, Technology and Medicine at the University of London and a B.S. in biology from
Northeastern University. Mr. Passeris qualifications to serve as a director of Cue Biopharma include his extensive service and experience as a
director and executive officer of a public company as well as his extensive experience in corporate strategy and development, intellectual property strategy and oversight, and technology licensing, as each of these elements are critical to our
overall business strategy. Barry Simon, age 54, joined our board of directors in March 2016 and has served as Chairman since September 2018. Since
2008, Dr. Simon has served as a director for Nantkwest Inc. and served as its President and Chief Executive Officer from 2007 to 2015 and presently serves as its President and Chief Administrative Officer. He has also served as a Director for
Viracta Therapeutics since July 2017 and as chairman of the board and Chief Executive Officer for Brink Biologics since March 2015. Previously, Dr. Simon held Vice President, senior level and advisory positions at F. Hoffmann-La Roche (VTX: ROG), a global healthcare company, Roche Labs, a pharmaceuticals company, Connetics Corporation (NASDAQ: CNCT), a specialty pharmaceutical company, Immunomedics (NASDAQ: IMMU), a
biopharmaceutical company, Immusol, a biopharmaceutical company, HealthPro BioVentures, LLC, a healthcare and life sciences investment bank and NorthSound Capital, LLC, a U.S.-  2




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based hedge fund. Dr. Simon has broad experience in the public and private settings, having led product and portfolio divestitures and acquisitions, strategic licensing and joint ventures,
as well as commercial product launches, IND & BLA regulatory filings, human-enabling programs, manufacturing, quality control and life cycle management. Dr. Simon has worked across several therapeutic areas including oncology,
virology, ophthalmology and dermatology on products launches including Xeloda®, Pegasys®, Fortovase®, Tamiflu®, Camptobell®, Boniva®, Fuzeon®, Valcyt®, and Accutane®. Dr. Simon has attended corporate training
programs by the London School of Business and the Amos Tuck School of Business at Dartmouth College. Dr. Simon is clinically trained in Infectious Diseases, Anesthesiology and Internal Medicine and received his M.D. from the SUNY Downstate,
Health Sciences Center in New York. Dr. Simons many years of management and director experience make him well-qualified to serve on our board of directors as Chairman. Anthony DiGiandomenico, age 52, joined our board of directors in June 2015. He has also served on the board of directors of ENDRA Life Sciences
Inc. (Nasdaq: NDRA), a developer of enhanced ultrasound technology, since July 2013. Since he co-founded MDB in 1997, Mr. DiGiandomenico has been enabling investment into early-stage disruptive
technologies. He has worked alongside a wide range of companies in the biotechnology, medical devices, high technology, and renewable energy spaces. Mr. DiGiandomenico holds an MBA from the Haas School of Business at the University of
California, Berkeley and a BS in Finance from the University of Colorado. Mr. DiGiandomenicos financial expertise, general business acumen and significant executive leadership experience position him well to make valuable contributions to
our board of directors. Frederick Driscoll, age 68, joined our board of directors in June 2018. Mr. Driscoll served as Chief Financial
Officer at Flexion Therapeutics from 2013 to 2017, spearheading an initial public offering in 2014. Prior to joining Flexion, he was Chief Financial Officer at Novavax, Inc., a publicly traded biopharmaceutical company, from 2009 to 2013. From 2008
to 2009, Mr. Driscoll served as Chief Executive Officer of Genelabs Technologies, Inc., a publicly traded biopharmaceutical and diagnostics company later acquired by GlaxoSmithKline. He previously served as Genelabs Chief Financial
Officer from 2007 to 2008. From 2000 to 2006, Mr. Driscoll served as Chief Executive Officer at OXiGENE, Inc., a biopharmaceutical company. Mr. Driscoll has also served as Chairman of the Board and Audit Committee Chair at OXiGENE and as a
member of the Audit Committee for Cynapsus, which was sold to Sunovion Pharmacuticals in 2016. Mr. Driscoll earned a Bachelors degree in accounting and finance from Bentley University. Mr. Driscoll is also a member of the board of
directors of, Cellectar Biosciences Inc. (Nasdaq: CLRB), MEI Pharma Inc. (Nasdaq: MEIP) and NantKwest Inc. (Nasdaq: NK). Mr. Driscolls extensive industry, executive, board experience and financial expertise position him well to serve as a
member of our board of directors. Cameron Gray, Ph.D., J.D., age 48, has been a member of our board of directors since January 2015 and
served as our Chief Executive Officer from January 2015 to August 2016. He is also a Managing Director at MDB. Dr. Gray has been with MDB since September 2013. Prior to joining MDB, Dr. Gray served as Chief Executive Officer
and a member of the board of directors of Endeavor IP, Inc., an intellectual property services and patent licensing company, from May 2013 through January 2014. He was self-employed from January 2012 through May 2013 and prior to
that he was Senior Vice President at ICAP Patent Brokerage, LLC where he managed its life sciences and Asia Pacific businesses from January 2009 through January 2012. Dr. Gray has a Juris Doctor degree from George Washington
University School of Law, a Ph.D. in biophysics from the University of Virginia, and a Bachelor of Arts degree in physics from Princeton University. Dr. Grays extensive industry, executive and board experience position him well to serve
as a member of our board of directors. Peter A. Kiener, age 67, joined our board of directors in March 2016. Dr. Kiener served as the
Chief Scientific Officer and Head of Research and Development of Sucampo Pharmaceuticals, Inc. (Sucampo), a global biopharmaceutical company, from October 2014 to February 2018. Prior to joining Sucampo, Dr. Kiener served as the
Chief Scientific Officer of Ambrx, Inc., a clinical-stage biopharmaceutical company focused on the development of antibody-drug conjugates since 2013. From 2009 to 2013, he was President and co-founder of
Zyngenia Inc., an early-stage biopharmaceutical company. Dr. Kiener holds a Bachelors Degree in Chemistry from the University of Lancaster and a Doctorate of Philosophy in Biochemistry from the University of Oxford. Dr. Kieners
extensive executive leadership experience and his in-depth knowledge of the biopharmaceutical industry make him well qualified to serve on our board of directors. Christopher Marlett, age 54, joined our board of directors in June 2015. Mr. Marlett is, and has been since 1997, the Chief Executive Officer
and a co-founder of MDB. He also served on the board of directors of theMaven, Inc., a developer of a network of professionally-managed online media channels, from April 2008 to February 2018.
Mr. Marlett has over twenty-seven years of investment banking experience, including all phases of corporate finance, such as the completion of initial public offerings, secondary offerings, PIPEs and strategic consulting. He holds a Bachelor of
Science degree in Business Administration from the University of Southern California. Mr. Marletts leadership and financial experience position him well to serve as a member of our board of directors.  3




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Steven McKnight, age 69,joined our board of directors in March 2016. Dr. McKnight
is the founder and chairman of the Scientific Advisory Board of Peloton Therapeutics, Inc., a clinical-stage biotechnology company that discovers and develops
first-in-class, small molecule cancer therapies targeting unexploited molecular vulnerabilities. He also serves as a professor in the Department of Biochemistry at UT
Southwestern Medical Center, where he has led an active research laboratory since 1996. He is a member of the National Academy of Sciences, the National Academy of Medicine, and the American Academy of Arts and Sciences. Dr. McKnight holds a
B.S. in Biology from The University of Texas at Austin and a Ph.D. in Biology from the University of Virginia. His academic accomplishments and pertinent research experience position him well to serve on our board of directors. Frank Morich, age 65,joined our board of directors in July 2018. Dr. Morich serves as a consultant in the life sciences and health care
industries. Dr. Morich has been a member of the supervisory board of MorphoSys AG (Nasdaq: MOR), a late-stage, biopharmaceutical company, since 2015. From 2011 to 2014, Dr. Morich served as Chief Commercial Officer at Takeda
Pharmaceutical, a global pharmaceutical company, and from 2010 to 2011, he served as Executive Vice President International Operations at Takeda. From 2008 to 2010, Dr. Morich served as Chief Executive Officer of NOXXON Pharma AG, a
clinical-stage drug development company, and from 2005 to 2007 he served as Chief Executive Officer and member of the board of directors of Innogenetics N.V., an international in vitro diagnostics company. During 2004 Dr. Morich served as Chief
Executive Officer and Chairman of the Executive Board of AM Pharma B.V., a clinical-stage drug development company. Prior to that, Dr. Morich held several positions at Bayer, a global pharmaceutical and life sciences company, including member
of the board of management of Bayer AG, head of global product development and head of research and development. Dr. Morich graduated in medical studies at the University of Marburg, Germany. Dr. Morichs 35 years of experience in the
life sciences and health care industries and extensive executive leadership experience make him well qualified to serve on our board of directors. Information Concerning Executive Officers Set forth
below is background information relating to our executive officers:  Name

Age

PositionDaniel R. Passeri

58

Chief Executive Officer, President and DirectorKen Pienta, M.D.

59

Chief Medical OfficerColin G. Sandercock

62

Senior Vice President, General Counsel and SecretaryAnish Suri

46

Chief Scientific OfficerKerri-Ann Millar

50

Vice President, Finance Daniel R. Passeriis discussed above under Information Concerning Directors. Ken Pienta, M.D. joined Cue Biopharma in April 2017 as our Chief Medical Officer. He is currently the Donald S. Coffey Professor of Urology and
Professor of Oncology and Pharmacology and Molecular Sciences at the Johns Hopkins University School of Medicine and serves as the Director of Research for the Brady Urological Institute. He previously served as a director of Curis from
March 2013 to May 2017. From 1995 to 2013, Dr. Pienta was the Director of the Prostate Specialized Program of Research Excellence (SPORE) at The University of Michigan. He is a two-time American
Cancer Society Clinical Research Professor Award recipient, is the author of more than 450 peer-reviewed articles, and has been the principle investigator on numerous local and national clinical trials. Dr. Pienta received a B.A. and an M.D.
from the Johns Hopkins University. Colin G. Sandercock has been our Senior Vice President, General Counsel and Secretary since December 2017.
Prior to joining Cue Biopharma, he was a partner at Perkins Coie LLP since July 2010, practicing in the areas of patent litigation, procurement, management and enforcement of domestic and foreign patent portfolio, licensing disputes, trademark
disputes, and opinions relating to infringement, validity and freedom to operate. Mr. Sandercock holds a B.S. from Moravian College, an M.S.E. from the University of Pennsylvania and a J.D. from Catholic University, Columbus School of Law.  4




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Anish Suri has been our Chief Scientific Officer since May 2018. Prior to joining Cue Biopharma, he
has held roles of increasing responsibility at Janssen Pharmaceutical Companies of Johnson & Johnson (Janssen), most recently as Senior Director at Janssen Immunosciences in Beerse, Belgium since January 2015 and, prior to that,
as Scientific Director since 2013. His core responsibilities have included providing strategic leadership and guidance for new initiatives focused on parsing the specificity and diversity of the immune repertoire to enable antigen-specific
immuno-therapies and related applications in cancer immunity; tolerogenic approaches for autoimmune diseases; and harnessing immune-monitoring to enable a deeper understanding of transition states from health to disease. Dr. Suri joined Janssen
from Bristol-Myers Squibb (BMS) in 2013, where he was responsible for providing strategic guidance to immuno-oncology and immunology drug-discovery programs. Prior to BMS, Dr. Suri was an Assistant Professor of Pathology and
Immunology at Washington University School of Medicine, St. Louis. Dr. Suri received his Ph.D. in Immunology from Washington University in St. Louis. Kerri-Ann Millar became the Companys Vice President, Finance in May 2018. Ms. Millar joined Cue
Biopharma in September 2017 as Corporate Controller. Prior to joining Cue Biopharma, Ms. Millar served as Corporate Controller of Flexion Therapeutics, Inc., a biopharmaceutical company focused on the development of local therapies for the
treatment of patients with musculoskeletal conditions, such as osteoarthritis, from March 2014 to September 2017. From May 2005 to March 2014, Ms. Millar served as Finance Specialist for Curis, Inc., a biotechnology company focused on
treatments for cancer. Ms. Millar holds a B.S. in Accounting and Finance from Boston University and is a Certified Public Accountant. Code of
Ethics We have in place a Code of Business Conduct and Ethics (the Code of Ethics) that applies to all of our directors, officers and
employees. The Code of Ethics is designed to deter wrongdoing and to promote:  

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships;  

full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit
to, the SEC and in other public communications that we make;  

compliance with applicable governmental laws, rules and regulations;  

the prompt internal reporting of violations of the Code of Ethics to an appropriate person identified in the Code
of Ethics; and  

accountability for adherence to the Code of Ethics. A current copy of the Code of Ethics is available at www.cuebiopharma.com. A copy may also be obtained, free of charge, from us upon a request directed to Cue
Biopharma, Inc., P.O. Box 390509, Cambridge, Massachusetts 02139, attention: Investor Relations. We intend to disclose any amendments to or waivers of a provision of the Code of Ethics required to be disclosed by applicable SEC rules by posting such
information on our website available at www.cuebiopharma.com and/or in our public filings with the SEC. Section 16(a) Beneficial Ownership
Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than ten percent of a
registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all such filings. Based solely on our review of the copies of the
reports that we received and written representations that no other reports were required, we believe that our executive officers, directors and greater than 10% stockholders complied with all applicable filing requirements on a timely basis during
2018, except that Anthony DiGiandomenico failed to file timely a single Form 4 with respect to the purchase of shares of common stock in the open market. Audit Committee Our Audit Committee consists of
Mr. Driscoll, Dr. Kiener and Dr. Simon. The Board of Directors has determined that each member of the Audit Committee is independent within the meaning of the Nasdaq director independence standards and applicable rules of the SEC for
audit committee members. The Board of Directors has elected Mr. Driscoll as Chairperson of the Audit Committee and has determined that he qualifies as an audit committee financial expert under the rules of the SEC.  5




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ITEM 11. EXECUTIVE COMPENSATION Compensation And Other Information Concerning Directors And Officers Our compensation philosophy is to offer our executive officers compensation and benefits that are competitive and meet our goals of attracting, retaining and
motivating highly skilled management, which is necessary to achieve our financial and strategic objectives and create long-term value for our stockholders. We believe the levels of compensation we provide should be competitive, reasonable and
appropriate for our business needs and circumstances. The principal elements of our executive compensation program have to date included base salary and long-term equity compensation in the form of stock options. We believe successful long-term
Company performance is more critical to enhancing stockholder value than short-term results. For this reason and to conserve cash and better align the interests of management and our stockholders, we emphasize long-term performance-based equity
compensation over base annual salaries. The following table sets forth information concerning the compensation earned by the individual that served as
our Principal Executive Officer during 2018 and our two most highly compensated executive officers other than the individual who served as our Principal Executive Officer during 2018 (collectively, the named executive officers): Summary Compensation Table  Name and
Principal Position

Year


Salary($)


Bonus($)


OptionAwards($)(1)


All OtherCompensation($)(4)


TOTAL ($)Daniel R. Passeri
Chief Executive Officer, President


2018



345,000



103,500



381,163



4,195



833,8582017



325,000



81,218







4,153



406,218Colin Sandercock
Senior Vice President, General Counsel and Secretary


2018



275,000



55,000







220



330,2202017
(2)


22,917



6,248



1,208,659







1,237,824Anish Suri
Chief Scientific Officer


2018
(3)


207,863



106,500



2,854,488



53,085



3,221,156  (1)
The amounts shown in this column indicate the grant date fair value of option awards granted in the subject
year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see note 8 to our audited financial statements included with our annual report on Form 10-K for the year ended December 31, 2018 filed with the SEC. (2)
Represents a partial year of employment. Mr. Sandercock joined us in December 2017. (3)
Represents a partial year of employment. Mr. Suri joined us in May 2018. (4)
The amounts shown in this column indicate parking fees, executive disability benefits and/or housing and
relocation expenses paid by the Company.  6




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Outstanding Equity Awards at 2018 Fiscal Year-End The following table provides information regarding equity awards held by the named executive officers as of December 31, 2018.  Name

Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable


Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable


EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (#)


OptionExercisePrice ($)


OptionExpirationDateDaniel R. Passeri
Chief Executive Officer


272,366



272,366
(1)






2.86



8/29/2023100,000
(2)


11.54



7/23/2025Colin Sandercock
Senior Vice President, General Counsel and Secretary


37,500



112,500
(3)






7.50



12/27/2024100,000
(2)


7.50



12/27/2024Anish Suri
Chief Scientific Officer


31,250



218,750
(4)






14.32



5/14/20252,500



17,500
(4)






8.26



8/14/2025100,000
(2)


11.54



7/23/2025  (1)
These unvested options vest in four equal semi-annual installments on February 28 and August 28 of
2019 and 2020. (2)
These unvested options shall vest based upon the achievement of certain performance based vesting conditions. (3)
These unvested options vest in six equal semi-annual installments on June 5 and December 5 of 2019,
2020 and 2021. (4)
These unvested options vest in seven equal semi-annual installments on May 14 and November 14 of
2019, 2020 and 2021 and May 14, 2022. Employment Agreements The following is a summary of the employment arrangements with our named executive officers. Daniel R. Passeri. We entered into an employment agreement with Mr. Passeri effective August 29, 2016. The initial term of the
employment agreement ended on December 31, 2018, but has continued on a year-to-year basis and will continue do so unless terminated sooner pursuant to the terms of
the employment agreement. Mr. Passeris current annual base salary is $395,000, and he is eligible for an annual incentive bonus of up to 50% of his base salary based upon achievement of performance-based objectives established by our
board of directors. If Mr. Passeris employment is terminated due to his death or disability, Mr. Passeri will be entitled to receive
(i) any unpaid salary through the date of termination, (ii) any annual bonus earned but unpaid prior to the date of termination, (iii) reimbursement of any business expenses incurred through the date of termination, (iv) any
accrued but unused vacation time, (v) all other payments, benefits or fringe benefits to which Mr. Passeri is entitled under the terms of any applicable compensation arrangement or benefit plan, and (vi) an annual bonus for the year
in which such termination occurs, determined and payable as though no such termination had occurred. If Mr. Passeris employment is terminated without Cause or for Good Reason, he will be entitled to receive each of the benefits described
in the foregoing clauses (i)-(v) and, subject to the terms and provisions of the employment agreement, a lump sum cash payment in an amount equal to (A) the annual bonus, prorated based on the number of days that Mr. Passeri is employed in
such year through the date of termination plus (B) twelve (12) months of base salary. If Mr. Passeris employment is terminated for Cause or without Good Reason, he will be entitled to receive (i) any unpaid salary through the
date of termination, (ii) reimbursement of any business expenses incurred through the date of termination, (iii) any accrued but unused vacation time, and (iv) all other payments, benefits or fringe benefits to which Mr. Passeri
is entitled under the terms of any applicable compensation arrangement or benefit plan. Under his employment agreement, Mr. Passeri is subject to
confidentiality, noncompetition and nonsolicitation provisions that survive the term of his employment. Anish Suri. We entered into an
employment agreement with Mr. Suri effective April 10, 2018. The initial term of the employment agreement continues through April 26, 2020 and, unless terminated sooner pursuant to the terms of the employment agreement, continues on a
year-to-year basis thereafter. Mr. Suris current annual base salary is $355,000, and he  7




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is eligible for an annual incentive bonus of up to 35% of his base salary based upon achievement of performance-based objectives established by our board of directors. Upon entering into the
employment agreement, Mr. Suri received a one-time relocation expense allowance of up to $50,000 for expenses incurred by him in relocating to Massachusetts. Pursuant to Mr. Suris employment
agreement, he was granted a seven-year option to purchase 250,000 shares of our common stock. Mr. Suris stock option becomes exercisable over four years in eight equal semi-annual installments beginning six months after the options
date of grant. If Mr. Suris employment is terminated due to his death or disability, Mr. Suri will be entitled to receive (i) any
unpaid salary through the date of termination, (ii) any annual bonus for the year prior to the year in which such termination occurs that is earned but unpaid prior to the date of termination, (iii) reimbursement of any business expenses
incurred through the date of termination, (iv) any accrued but unused vacation time, (v) all other payments, benefits or fringe benefits to which Mr. Suri is entitled under the terms of any applicable compensation arrangement or
benefit plan, and (vi) an annual bonus for the year in which such termination occurs, determined and payable as though no such termination had occurred. If Mr. Suris employment is terminated without Cause or for Good Reason, he will
be entitled to receive each of the benefits described in the foregoing clauses (i)-(v) and, subject to the terms and provisions of the employment agreement, a lump sum cash payment in an amount equal to (A) the annual bonus, prorated based on
the number of days that Mr. Suri is employed in such year through the date of termination plus (B) six (6) months of base salary. If Mr. Suris employment is terminated for Cause or without Good Reason, he will be entitled to
receive (i) any unpaid salary through the date of termination, (ii) reimbursement of any business expenses incurred through the date of termination, (iii) any accrued but unused vacation time, and (iv) all other payments,
benefits or fringe benefits to which Mr. Suri is entitled under the terms of any applicable compensation arrangement or benefit plan. Under his
employment agreement, Mr. Suri is subject to confidentiality, noncompetition and nonsolicitation provisions that survive the term of his employment. Colin Sandercock. We entered into an employment agreement with Mr. Sandercock effective December 4, 2017. The initial term of
the employment agreement ended on December 31, 2018, but has continued on a year-to-year basis and will continue do so unless terminated sooner pursuant to the
terms of the employment agreement. Mr. Sandercocks current annual base salary is $285,000, and he is eligible for an annual incentive bonus of up to 35% of his base salary based upon achievement of performance-based objectives established
by the Compensation Committee of our board of directors. Upon the completion of our initial public offering, Mr. Sandercock was granted (i) a seven-year option to purchase 150,000 shares of our common stock, which becomes exercisable over
four years in eight equal semi-annual installments beginning six months after the options date of grant and (ii) a seven-year option to purchase 100,000 shares of our common stock, which becomes exercisable at each of the first two
anniversaries of Mr. Sandercocks hiring date upon the Compensation Committees determination that certain prescribed goals have been obtained. If Mr. Sandercocks employment is terminated due to his death or disability, Mr. Sandercock will be entitled to receive (i) any unpaid
salary through the date of termination, (ii) any annual bonus earned but unpaid prior to the date of termination, (iii) reimbursement of any business expenses incurred through the date of termination, (iv) any accrued but unused
vacation time, (v) all other payments, benefits or fringe benefits to which Mr. Sandercock is entitled under the terms of any applicable compensation arrangement or benefit plan, (vi) an annual bonus for the year in which such
termination occurs, determined and payable as though no such termination had occurred, and (vii) three months of base salary, with such lump sum payable on the first payroll date that occurs more than 60 days after termination. If
Mr. Sandercocks employment is terminated without Cause or for Good Reason, he will be entitled to receive each of the benefits described in the foregoing clauses (i)-(v) and, subject to the terms and provisions of the employment
agreement, a lump sum cash payment in an amount equal to (A) the annual bonus, prorated based on the number of days that Mr. Sandercock is employed in such year through the date of termination plus (B) six (6) months of base salary
plus (C) if Mr. Sandercock elects to continue insurance under COBRA following termination, premiums for such coverage for the six-month period after termination. If Mr. Sandercocks
employment is terminated for Cause or without Good Reason, he will be entitled to receive (i) any unpaid salary through the date of termination, (ii) reimbursement of any business expenses incurred through the date of termination,
(iii) any accrued but unused vacation time, and (iv) all other payments, benefits or fringe benefits to which Mr. Sandercock is entitled under the terms of any applicable compensation arrangement or benefit plan. Under his employment agreement, Mr. Sandercock is subject to confidentiality, noncompetition and nonsolicitation provisions that survive the term of his
employment.  8




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##### Table of Contents

Director Compensation We maintain a compensation policy for our non-employee directors (the Director Compensation Policy) that is
intended to enable us to attract and retain, on a longer term basis, high qualified non-employee directors. Pursuant to the director compensation policy, as revised on October 30, 2018, our non-employee directors receive on an annual basis a $35,000 retainer paid in cash. In addition, the chairman of the Board, if he or she is a non-employee director (the Non-Employee Chairman) receives an annual cash retainer of $45,000 and standing committee members receive the annual committee fees set forth below.  Audit Committee Chair:

$
15,000Audit Committee Member (other than the committee Chair):

$
7,500Compensation Committee Chair:

$
10,000Corporate Development Committee Member (other than the committee Chair):

$
5,000Corporate Development Committee Chair:

$
10,000Science and Technology Strategy Committee Member (other than the committee Chair):

$
5,000Science and Technology Strategy Committee Chair:

$
10,000Compensation Committee Member (other than the committee Chair):

$
5,000Corporate Governance and Nominating Committee Chair:

$
8,000Corporate Governance and Nominating Committee Member (other than the committee Chair):

$
4,000 Upon initial appointment to the Board a non-employee director is awarded options to
purchase 50,000 shares of common stock that vest and become exercisable in eight equal semi-annual installments. On the first trading day following December 31 of each year, each non-employee director
other than the Non-Employee Chairman is awarded Options to purchase 8,000 shares of Common Stock and the Non-Employee Chairman is awarded options to purchase 9,600
shares of Common Stock. Such options vest and become exercisable on the first anniversary of the grant date provided the annual options awarded for 2018 service were awarded as of June 12, 2018 and the vesting date for such options was
December 31, 2018. The following table sets forth information with respect to compensation earned by or awarded to each of our independent directors
who served on our board of directors during the year ended December 31, 2018.  Name

FeesEarnedor
Paidin Cash($)


OptionAwards($)(1)


All
OtherCompensation


Total ($)Frederick Driscoll


28,750



478,084



12,000
(2)


518,834Anthony DiGiandomenico


26,250



70,346







96,596Cameron Gray


26,250



70,346







96,596Peter A. Kiener


89,000



84,416







173,416Christopher Marlett


26,250



70,346







96,596Steven McKnight


59,000



70,346







129,346Frank Morich


18,333



299,109







317,442Barry Simon


70,500



70,346







140,846  (1)
The amounts shown in this column indicate the grant date fair value of option awards granted in the subject
year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see note 8 to our audited financial statements included with our annual report on Form 10-K for the year ended December 31, 2018 filed with the SEC. The following table shows the number of shares subject to outstanding option awards held by each
non-employee director as of December 31, 2018:  Name

SharesSubject
toOutstandingStockOptionAwards (#)Frederick Driscoll


50,000Anthony DiGiandomenico


8,000Cameron Gray


8,000Peter A. Kiener


195,520Christopher Marlett


8,000Steven McKnight


133,920Frank Morich


50,000Barry Simon


133,920  9




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##### Table of Contents

(2)
Represents cash paid for service as an independent contractor advising the Company on finance matters after the
Companys chief financial officer resigned in early 2018, but before Mr. 
Driscoll became a member of the Board. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS. Securities ownership of certain beneficial owners and management The following table sets forth certain information regarding beneficial ownership of our voting stock as of April 23, 2019 by:  

each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of any class of
our voting stock;  

each executive officer included in the Summary Compensation Table below;  

each of our directors;  

each person nominated to become director; and  

all executive officers, directors and nominees as a group. Unless otherwise noted below, the address of each person listed on the table is c/o Cue Biopharma, Inc. at 21 Erie Street, Cambridge, Massachusetts 02139. To
our knowledge, each person listed below has sole voting and investment power over the shares shown as beneficially owned except to the extent jointly owned with spouses or otherwise noted below. Beneficial ownership is determined in accordance with the rules of the SEC. The information does not necessarily indicate ownership for any other purpose.
Under these rules, shares of stock which a person has the right to acquire (i.e., by the exercise of an option or warrant) within 60 days after April 23, 2019 are deemed to be beneficially owned and outstanding for purposes of
calculating the number of shares and the percentage beneficially owned by that person. However, these shares are not deemed to be beneficially owned and outstanding for purposes of computing the percentage beneficially owned by any other person. The
applicable percentage of common stock as of April 23, 2019 is based upon 20,783,246 shares outstanding on that date.  10




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##### Table of Contents

Name and Address of Beneficial Owner

Common Stock


SharesUnderlyingOptions


SharesUnderlyingWarrants


Number ofSharesBeneficiallyOwned


Percentageof ClassDirectors and Executive OfficersDaniel R. Passeri


47,600



390,458







438,058



2.1
%Colin Sandercock






121,250







121,250



*Anish Suri


2,000



117,500







119,500



*Anthony DiGiandomenico(1)


57,000



8,000







65,000



*Frederick Driscoll






6,250







6,250



*Cameron Gray


667,500



8,000



253,606



929,106



4.4
%Peter Kiener






109,152







109,152



*Chris Marlett(2)


1,106,575



8,000



601,841



1,716,416



8.0
%Steven McKnight






83,552







83,552



*Frank Morich






6,250







6,250



*Barry Simon






83,552







83,552



*Directors and Executive Officers as a group (13 persons)


1,883,675



1,070,089



855,447



3,809,211



16.8
%Five Percent StockholdersMDB Capital Group, LLC(3)


1,007,973







601,841



1,609,814



7.5
%Peter A. Appel(4)


1,522,222
(5)










1,522,222



7.3
%  *
Less than one percent. (1)
This row does not include shares owned by MDB Capital Group, LLC (MDB), of which
Mr. DiGiandomenico holds a 24.99% ownership stake but no dispositive or voting power over Cue Biopharma shares held by MDB. (2)
Includes 89,602 shares owned by the Christopher A. Marlett Living Trust, of which Mr. Marlett is sole
trustee, and securities owned by MDB, of which Mr. Marlett is Chief Executive Officer and a co-founder. Mr. Marlett has sole voting and dispositive power with respect to these shares.
Mr. Marlett disclaims any beneficial ownership of the shares included in the table above except to the extent of his pecuniary interests therein, and this proxy statement shall not be deemed an admission that Mr. Marlett is the beneficial
owner of such securities. (3)
The address of MDB is 2425 Cedar Springs Road, Dallas, Texas 75201. (4)
The address of Peter A. Appel is 3505 Main Lodge Drive, Coconut Grove, Florida 33133. (5)
Based solely on the Schedule 13G filed on February 13, 2018 by Peter A. Appel.  11




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##### Table of Contents

Equity Compensation Plan Information The following table presents information on the Companys equity compensation plans as of December 31, 2018. All outstanding awards relate to our
common stock.  Plan Category

Number of Securities to BeIssued upon Exercise
ofOutstanding Options,Warrants and Rights


Weighted-Average ExercisePrice of OutstandingOptions, Warrants andRights


Number of SecuritiesRemaining Available forFuture
Issuance underEquity Compensation Plans(Excluding SecuritiesOutstanding)Equity compensation plans approved by security holders


4,540,321


$
7.08



648,450Equity compensation plans not approved by security holders










Total


4,540,321


$
7.08



648,450 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships And Related Transactions In
December 2017, our Board of Directors adopted a written policy with regard to related person transactions, which sets forth our procedures and standards for the review, approval or ratification of any transaction required to be reported in our
filings with the SEC or in which one of our executive officers or directors has a direct or indirect material financial interest, with limited exceptions. Our policy is that the Corporate Governance and Nominating Committee shall review the material
facts of all related person transactions (as defined in the related person transaction approval policy) and either approve or disapprove of the entry into any related person transaction. In the event that obtaining the advance approval of the
Corporate Governance and Nominating Committee is not feasible, the Corporate Governance and Nominating Committee shall consider the related person transaction and, if the Corporate Governance and Nominating Committee determines it to be appropriate,
may ratify the related person transaction. In determining whether to approve or ratify a related person transaction, the Corporate Governance and Nominating Committee will take into account, among other factors it deems appropriate, whether the
related person transaction is on terms comparable to those available from an unaffiliated third party under the same or similar circumstances and the extent of the related persons interest in the transaction. If our Board of Directors finds
that a conflict of interest exists, then it will determine the appropriate action or remedial action, if any. Our Board of Directors approves or ratifies a transaction if it determines that the transaction is in, or is not inconsistent with, our
best interests and the best interest of our stockholders. Other than compensation agreements and other arrangements, which are described below under the
heading Compensation And Other Information Concerning Directors And Officers, in 2018 there was not, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the
amount involved exceeded or will exceed $120,000 in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of their immediate families had or will have a direct or indirect material
interest. Director Independence Our Board of
Directors has determined that each of Frederick Driscoll, Peter Kiener, Steven McKnight, Frank Morich and Barry Simon are independent directors as such term is defined by Nasdaq Marketplace Rule 5605(a)(2).  12




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##### Table of Contents

Item 14. Principal Accountant Fees and Services Audit Fees The following tables set forth the aggregate
fees billed or expected to be billed by RSM US LLP and Gumbiner Savett Inc (Gumbiner Savett), respectively, for audit and non-audit services related to 2018 and 2017, including out-of-pocket expenses incurred in rendering these services. The nature of the services provided for each category is described following the tables.  RSM US LLPFee Category

2018


2017Audit Fees (1)

$
287,513



Audit-Related Fees

$
21,000



Tax Fees






All Other Fees






Total

$
308,513



Gumbiner
Savett Inc.Fee Category

2018


2017Audit Fees (1)

$
45,155


$
156,745Audit-Related Fees






Tax Fees






All Other Fees






Total

$
45,155


$
156,745  (1)
Audit fees include fees for professional services rendered for the audit of our annual statements, quarterly
reviews, consents and assistance with and review of documents filed with the SEC. Pre-Approval Policies and Procedures The Audit Committee has adopted a policy that requires that all services to be provided by the Companys independent public accounting firm, including
audit services and permitted non-audit services, to be pre-approved by the Audit Committee. The Audit Committee pre-approved all
services provided by Gumbiner Savett and RSM US LLP during 2018.  13




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##### Table of Contents

PART IV Item 15. Exhibits, Financial Statements and Schedules  (a)
List of documents filed as part of this report:  1
Financial Statements (see Financial Statements and Supplementary Data at Item 8 and incorporated
herein by reference).  2.
Financial Statement Schedules (Schedules to the Financial Statements have been omitted because the information
required to be set forth therein is not applicable or is shown in the accompanying Financial Statements or notes thereto)  3.
Exhibits The following is a list of exhibits filed as part of this Annual Report on Form 10-K:  Incorporated by ReferenceExhibit
Number

Exhibit Description

Filed
Herewith


Form


Exhibit


Filing
Date


Registration
/File No.3.1

Amended and Restated Certificate of Incorporation of the Registrant






8-K



3.1



12/27/17



005-902323.2

Amended and Restated Bylaws of the Registrant






S-1



3.5



12/05/17



333-2205504.1

Specimen Certificate representing shares of common stock of the Registrant






S-1



4.1



12/05/17



333-2205504.2

Warrant to Purchase Common Stock issued to the placement agent in the Registrants 2015 private placement offering






S-1



4.3



09/21/17



333-2205504.3

Warrant issued to MDB Capital Group, LLC (U2017-1) dated December 27, 2017






10-K



4.3



03/29/18



001-383274.4

Warrant issued to Feltl and Company, Inc. (U2017-2) dated December 27, 2017






10-K



4.4



03/29/18



001-383274.5

Warrant issued to Paulson Investment Company LLC (U2017-3) dated December 27, 2017






10-K



4.5



03/29/18



001-3832710.1

Form of Registration Rights Agreement between the Registrant and investors for an offering completed on June 15, 2015






S-1



10.4



09/21/17



333-22055010.2

Form of Joinder and Amendment to Registration Rights Agreement between the Registrant and investors for an offering completed on December 22,
 2016






S-1



10.6



09/21/17



333-22055010.3

Employment Agreement between the Registrant and Daniel R. Passeri dated August 29, 2016*






S-1



10.9



09/21/17



333-22055010.4

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






S-1



10.10



09/21/17



333-22055010.5

Amended and Restated License Agreement by and between the Registrant and Albert Einstein College of Medicine dated July 
31, 2017






S-1



10.11



12/13/17



333-22055010.6

Cue Biopharma, Inc. 2016 Omnibus Incentive Plan, as amended and restated*






S-1



10.13



09/21/17



333-220550  14




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##### Table of Contents

10.7

Form of stock option award under 2016 Omnibus Incentive Plan*






S-1



10.14



09/21/17



333-22055010.8

Cue Biopharma, Inc. 2016 Non-Employee Equity Incentive Plan*






S-1



10.15



09/21/17



333-22055010.9

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






S-1



10.16



09/21/17



333-22055010.10

Director Compensation Policy dated October 30, 2018*






10-K



10.10



03/14/19



001-3832710.11

Exclusive Patent License and Research Collaboration Agreement between the Registrant and Merck Sharp 
& Dohme Corp. dated November 14, 2017






S-1



10.21



12/04/17



333-22055010.12

Executive Employment Agreement between the Registrant and Colin G. Sandercock dated as of November 15, 2017*






S-1



10.22



12/04/17



333-22055010.13

License Agreement between the Registrant and MIL 21 E, LLC dated January 19, 2018






10-K



10.21



03/29/18



001-3832710.14

First Amendment to the License Agreement between Registrant and MIL 21E, LLC dated June 18, 2018






8-K



10.1



06/20/18



001-3832710.15

Executive Employment Agreement between the Registrant and Anish Suri dated April 10, 2018*






10-Q



10.2



8/13/18



001-3832710.16

Collaboration, License and Option Agreement between the Registrant and LG Chem, Ltd. dated November 6, 2018






8-K



10.1



12/26/18



001-3832721

List of Subsidiaries






10-K



21



03/14/19



001-3832723.1

Consent of Gumbiner Savett Inc., Independent Registered Public Accounting Firm






10-K



23.1



03/14/19



001-3832723.2

Consent of RSM Inc., Independent Registered Public Accounting Firm






10-K



23.2



03/14/19



001-3832724.1

Power of Attorney (included on signature page of Original Report)






10-K



24.1



03/14/19



001-3832731.1

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934


X31.2

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934


X32.1

Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002






10-K



32.1



03/14/19



001-38327  *
Indicates management compensatory plan, contract or arrangement. 
Confidential treatment has been granted with respect to portions of this exhibit, indicated by asterisks, which
have been filed separately with the Commission.  15




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##### Table of Contents

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.  Cue Biopharma, Inc.Dated: April 30, 2019



By:

/s/ Daniel R. PasseriDaniel R. PasseriChief Executive Officer and Director(Principal Executive Officer)