Cue Biopharma (Nasdaq: CUE) secures $50M private placement and grants over 1M RSUs
Rhea-AI Filing Summary
Cue Biopharma, Inc. entered into a private placement with accredited investors, including Cormorant Asset Management and Columbia Threadneedle Investments, to raise gross proceeds of approximately $50.0 million. The transaction covers 1,418,071 shares of common stock at $33.21 per share and pre-funded warrants to purchase up to 87,500 shares at $33.209 per warrant.
The pre-funded warrants are immediately exercisable at $0.001 per share on a cashless basis and include beneficial ownership limits of 4.99% or 9.99%, which can increase up to 19.99% with notice. Cue plans to use net proceeds to fund clinical development and for general corporate purposes. The closing is expected on July 13, 2026, subject to customary conditions, and the company agreed to register the resale of the securities within 30 days of closing.
Separately, under its 2026 Stock Incentive Plan, Cue granted 1,064,492 RSUs to employees and executives, including 655,074 RSUs to CEO Shao‑Lee Lin, 109,178 to the Chief Legal and Compliance Officer, and 81,884 to the Principal Accounting Officer, plus 21,800 RSUs to each non‑employee director.
Positive
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Insights
$50M private placement extends runway but adds dilution.
Cue Biopharma arranged a $50.0 million private placement at $33.21 per share plus pre-funded warrants, led by institutional biotech investors. For a clinical-stage company with a stated "going concern" determination, this financing is important for sustaining trials and operations.
Because the raise is via common stock and pre-funded warrants, existing shareholders face equity dilution, though pre-funded warrants are effectively near-term shares with a de minimis $0.001 exercise price. Beneficial ownership caps at 4.99% or 9.99% (up to 19.99% with notice) limit any single holder’s control, which may help manage concentration risk.
The concurrent grant of 1,064,492 RSUs, including 655,074 to the CEO, aligns management with equity value but adds future share overhang. Investors may focus on how this capital supports upcoming milestones, such as data from Ascendant Health’s Phase 2 CSU study in Q3 2026, and whether additional funding will still be needed given prior disclosures about limited cash and going concern issues.
8-K Event Classification
Key Figures
Key Terms
Pre-Funded Warrants financial
Registration Rights Agreement regulatory
beneficially owned financial
going concern financial
Immuno-STAT medical
Phase 2 CSU study medical
FAQ
What did Cue Biopharma (CUE) announce regarding its new private placement?
How will Cue Biopharma (CUE) use the $50.0 million private placement proceeds?
What are the key terms of the pre-funded warrants issued by Cue Biopharma (CUE)?
When is Cue Biopharma (CUE) expecting to close the private placement and file a resale registration?
What equity awards did Cue Biopharma (CUE) grant under its 2026 Stock Incentive Plan?
Which investors participated in Cue Biopharma’s (CUE) private placement?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On July 9, 2026, Cue Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with accredited investors (the “Investors”), including Cormorant Asset Management and Columbia Threadneedle Investments, pursuant to which the Company, in a private placement, agreed to issue and sell to the Investors an aggregate of (i) 1,418,071 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price per share of $33.21 (the “Shares”) and (ii) to certain Investors, in lieu of shares of Common Stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 87,500 shares of Common Stock (the “Warrant Shares” and together with the Shares, the “Securities”) at a price per Pre-Funded Warrant of $33.209 (the “Private Placement”), for gross proceeds of approximately $50.0 million.
Each Pre-Funded Warrant will have an exercise price of $0.001 per share and will be cashless exercisable. In certain circumstances, upon a fundamental transaction (as described in the Pre-Funded Warrants), a holder of Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Pre-Funded Warrants immediately prior to the fundamental transaction; provided, however, that in the event of a fundamental transaction where the consideration consists solely of cash, solely of marketable securities or a combination thereof, each Pre-Funded Warrant will be deemed to be exercised in full in a cashless exercise effective immediately prior to and contingent upon the consummation of such fundamental transaction. Under the Pre-Funded Warrants, the Company may not effect the exercise of any such warrants, and a holder will not be entitled to exercise any portion of any such warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% or 9.99%, as elected by the holder, of the number of shares of Common Stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% or 9.99%, as elected by the holder, of the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the applicable warrant, which percentage may be changed at the holder’s election to a higher percentage not in excess of 19.99% upon 61 days’ notice to the Company.
The Company intends to use the net proceeds from the Private Placement to further fund clinical development and for other general corporate purposes. The Purchase Agreement contains customary representation and warranties of the Company, on the one hand, and the Investors, on the other hand, and customary closing conditions. The closing of the Private Placement is expected to occur on July 13, 2026.
In connection with the Private Placement, the Company entered into a registration rights agreement, dated July 9, 2026 (the “Registration Rights Agreement”), with the Investors, pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Securities (the “Registrable Securities”) within 30 days following the closing of the Private Placement (the “Filing Deadline”). The Company has agreed to use reasonable best efforts to cause such registration statement to be declared effective as promptly as possible but no later than the earlier of (i) the 60th calendar day following the initial filing date of such registration statement if the SEC notifies the Company that it will review such registration statement and (ii) the fifth business day after the Company is notified by the SEC that such registration statement will not be reviewed or will not be subject to further review. The Company has also agreed to keep such registration statement continuously effective until the date the Registrable Securities covered by such registration statement have been sold or cease to be Registrable Securities. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities. The Company has granted the Investors customary indemnification rights in connection with the registration statement. The Investors have also granted the Company customary indemnification rights in connection with the registration statement.
The foregoing descriptions of the Purchase Agreement, the Pre-Funded Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the form of Pre-Funded Warrant and the form of Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 4.1 and 10.2 hereto, respectively, and are incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosures set forth in Item 1.01 above regarding the Private Placement are incorporated in this Item 3.02. The Shares and Pre-Funded Warrants are being sold and, upon exercise of the Pre-Funded Warrants the Warrant Shares, will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. The Investors made relevant representations in the Purchase Agreement.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
To implement the Company’s 2026 Stock Incentive Plan and long-term incentive framework, both approved at the most recent shareholder meeting, the Company’s board of directors (the “Board”) granted on July 9, 2026 (the “Grant Date”) an aggregate of 1,064,492 restricted stock units (“RSUs”) to its employees and executive officers as one-time grants with time and performance-based vesting. Executive officers, Shao-Lee Lin, the Company’s President and Chief Executive Officer, received an award of 655,074 RSUs; Sumita Ray, the Company’s Chief Legal and Compliance Officer and Corporate Secretary, received an award of 109,178 RSUs; and Michael Meluzio, the Company’s Principal Accounting Officer, received an award of 81,884 RSUs.
Each of the Company’s non-employee directors also received a one-time grant of 21,800 RSUs, which will vest in three equal annual installments on each anniversary of the Grant Date.
| Item 8.01. | Other Events. |
On July 9, 2026, the Company issued a press release announcing the Private Placement.
The full text of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, those regarding: the expected closing of, and anticipated use of proceeds from, the Private Placement; and the anticipated filing of a registration statement to register the resale of the Securities. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely,” “promise” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this Current Report on Form 8-K regarding the Company’s strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the satisfaction of customary closing conditions related to the Private Placement, the Company’s ability to maintain its License Agreement with Ascendant Health Sciences, Ltd., the Company’s ability to maintain its collaboration with ImmunoScape Pte. Ltd.; the Company’s limited operating history, limited cash and a history of losses; the Company’s ability to obtain adequate financing to fund its business operations in the near term and successfully remediate its current “going concern” determination that it does not have sufficient capital on hand to continue operations beyond the next twelve months; the Company’s ability to achieve profitability; potential setbacks in the Company’s research and development efforts including negative or inconclusive results from its preclinical studies or clinical trials or the Company’s ability to replicate in later clinical trials positive results found in preclinical studies and early-stage clinical trials of its product candidates; serious and unexpected drug-related side effects or other safety issues experienced by participants in clinical trials; its ability to secure required U.S. Food and Drug Administration (FDA) or other governmental approvals for its product candidates and the breadth of any approved indication; adverse effects caused by public health pandemics, including possible effects on the Company’s operations and clinical trials; delays and changes in regulatory requirements, policy and guidelines including potential delays in submitting required regulatory applications to the FDA; the Company’s reliance on licensors, collaborators, contract research organizations, suppliers and other business partners; the Company’s ability to obtain adequate financing to fund its business operations in the future and ability to continue as a going concern; the Company’s ability to maintain and enforce necessary patent and other intellectual property protection; competitive factors; general economic and market conditions and the other risks and uncertainties described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of the Company’s most recently filed Annual Report on Form 10-K and any subsequently filed Quarterly Report(s) on Form 10-Q. Any forward-looking statement made by the Company in this Current Report on Form 8-K is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 4.1 | Form of Pre-Funded Warrant to Purchase Common Stock to be issued to the Investors | |
| 10.1 | Form of Securities Purchase Agreement, dated as of July 9, 2026, by and among the Company and the Investors | |
| 10.2 | Form of Registration Rights Agreement, dated as of July 9, 2026, by and among the Company and the Investors | |
| 99.1 | Press Release, dated July 9, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cue Biopharma, Inc. | ||||||
| Date: July 10, 2026 | By: | /s/ Shao-Lee Lin | ||||
| Name: | Shao-Lee Lin | |||||
| Title: | President and Chief Executive Officer | |||||
Exhibit 99.1
Cue Biopharma Announces $50.0 Million Private Placement
BOSTON, MA, July 9, 2026 – Cue Biopharma, Inc. (Nasdaq: CUE), a clinical stage biopharmaceutical company focused on developing transformative therapies targeting functional cures for immunological disorders, today announced that it has entered into a securities purchase agreement with a group of accredited investors for the private placement of (i) 1,418,071 shares of common stock at a purchase price of $33.21 per share and (ii) to certain investors, in lieu of shares of common stock, pre-funded warrants to purchase up to 87,500 shares of common stock at a price per pre-funded warrant of $33.209, for gross proceeds of approximately $50.0 million.
The private placement is expected to close on or about July 13, 2026, subject to the satisfaction of customary closing conditions. The pre-funded warrants will have an exercise price of $0.001 per share, be immediately exercisable, and remain exercisable until exercised in full.
The private placement was led by Cormorant Asset Management, with participation from additional new investment funds including Columbia Threadneedle Investments.
The Company intends to use the net proceeds from the private placement to further fund clinical development and for other general corporate purposes.
“We are pleased to have such a high-quality group of biotech investors committing to the long-term support of Cue as we build our company and advance our portfolio targeting functional cures across immunological disorders,” said Shao-Lee Lin, M.D., Ph.D., chief executive officer, president and board director of Cue Biopharma. “We look forward to our upcoming clinical milestones, including data from Ascendant Health’s ongoing Phase 2 CSU study in China, which is expected by the end of the third quarter of 2026.”
The securities being issued and sold in the private placement, including the shares of common stock underlying the pre-funded warrants, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, these securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Concurrently with the execution of the securities purchase agreement, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock sold in the private placement and the shares of common stock underlying the pre-funded warrants sold in the private placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.
About Cue Biopharma
Cue Biopharma (Nasdaq: CUE) is a clinical stage biopharmaceutical company focused on advancing a portfolio of potentially transformative therapies aimed at enabling functional cures across immunological disorders. Its lead asset is a novel anti-IgE antibody with a dual-mechanism of action, currently in Phase 2 development for allergic diseases. In addition, Cue developed the Immuno-STAT® platform which selectively targets disease-specific T cells in vivo without broad immune modulation. Its lead autoimmune candidate, CUE-401, is advancing towards Phase 1 and was designed to regulate inflammation and drive Treg-mediated tolerance. Cue is led by an experienced management team with deep expertise in identifying, acquiring, and advancing promising drug candidates.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, those regarding: the expected closing of, and anticipated use of proceeds from, the private placement and the company’s anticipated clinical milestones. Forward-looking statements, which are based on certain assumptions and describe the company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely,” “promise” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the company’s strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, market conditions and the satisfaction of customary closing conditions related to the private placement, and the other risks and uncertainties described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of the company’s most recently filed Annual Report on Form 10-K and any subsequently filed Quarterly Report(s) on Form 10-Q. Any forward-looking statement made by the company in this press release is based only on information currently available to the company and speaks only as of the date on which it is made. The company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Investor and Media Contact
Agnes Lee
Chief Officer of Public and Investor Relations
Marie Campinell
Senior Director, Corporate Communications
ir@cuebio.com
Cue Biopharma, Inc.