**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

 

**FORM 10-K/A**

**(Amendment No. 2)**

 

 

**(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**
 
**Trading**

**Symbol**
 
**Name of each exchange**

**on which registered**
**Common Stock, par value $0.001 per share** **CUE** **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 SecuritiesAct.    Yes  ☐    No  ☒ 

Indicate by check mark if the registrantis 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 theSecurities 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 90days.    Yes  ☒    No  ☐ 

Indicate by check mark whether theregistrant 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 periodthat 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 isnot 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 anyamendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant isa 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,” “acceleratedfiler”, “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 theextended 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 theAct):    Yes  ☐    No  ☒ 

The aggregate market value of the votingand 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 theregistrant’s common stock on June 29, 2018 of $11.86 per share). 

As of March 7, 2019 there were 20,734,232 shares of theregistrant’s common stock outstanding. 

 

 

 
**

**EXPLANATORY NOTE**

Cue Biopharma, Inc. (the “Company,” “we,” “us,” and “our”) is filing this Amendment No. 2 (the“Amendment”) on Form 10-K/A to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities and ExchangeCommission (the “Commission”) on March 14, 2019, as amended by Amendment No. 1 as filed with the Commission on April 30, 2019 (together, the “Original Filing”), for the purpose of filing revised versions ofExhibits 31.1 and 31.2 filed with the Original Filing. 

We are filing revised Exhibits solely in order to include in the certificationsset forth in the Exhibits the language added to paragraph 4(a) and the language of revised paragraph 4(b), which language was inadvertently omitted from the certifications filed with the Commission on March 14, 2019. The Amendment is notintended to update or modify any other information presented in the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing. The Amendment consists solely of the preceding cover page, this explanatory note,the signature page and the revised certifications filed as exhibits to the Amendment. Because no financial statements have been included in this Amendment, paragraph 3 of each of the certifications set forth in the Exhibits has been omitted. 

 
2 

**PART IV**

**Item 15. Exhibits, Financial Statements and Schedules**

 
          **Incorporated by Reference** 
**Exhibit**

**Number**
  **Exhibit Description**  
**Filed**

**Herewith**
   **Form**   **Exhibit**   
**Filing**

**Date**
   
**Registration**

**/File No.**
 31.1  Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934    X         31.2  Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934    X         
 
3 

**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 onits behalf by the undersigned, thereunto duly authorized. 

 
  Cue Biopharma, Inc.Dated: July 9, 2019  By: /s/ Daniel R. Passeri   
Daniel R. Passeri

Chief Executive Officer andDirector

(Principal Executive Officer)