Cue Biopharma, Inc. SEC Filings

Cue Biopharma, Inc. is asking stockholders to vote at its virtual 2026 annual meeting on April 13, 2026. The agenda includes electing seven directors for one-year terms, ratifying RSM US LLP as auditor, and an advisory vote on executive compensation.

A key proposal seeks approval to amend the certificate of incorporation to allow a reverse stock split of common shares at a ratio between 1-for-30 and 1-for-50, with exact timing and ratio left to the board’s discretion. The record date is March 9, 2026, when 97,660,791 common shares were outstanding.

Cue Biopharma reported significantly higher collaboration revenue for 2025, driven by a new strategic collaboration and license agreement with ImmunoScape. Collaboration revenue rose to $21.9 million in the fourth quarter from $1.6 million a year earlier and to $27.5 million for the full year from $9.3 million in 2024, leading to fourth quarter net income of $1.6 million and a reduced full-year net loss of $26.6 million compared with $40.7 million in 2024.

The ImmunoScape agreement provides total upfront payments of $15 million, of which Cue received $9.5 million (net of withholding taxes) in the fourth quarter of 2025 and is entitled to an additional $5 million in November 2026, plus a 40% equity stake and eligibility for high-single digit royalties. The company advanced its lead autoimmune candidate CUE-401 toward IND readiness, reporting preclinical toxicology and pharmacology data in which CUE-401 was well tolerated with no adverse events observed and presenting supportive in vivo and in vitro data at a major immune regulation meeting. As of December 31, 2025, Cue Biopharma had $27.1 million in cash and cash equivalents, while continuing to operate at a full-year loss.

Cue Biopharma, Inc. is a clinical-stage biopharmaceutical company developing its Immuno-STAT platform to selectively modulate disease-specific T cells, aiming to restore immune balance in autoimmune, inflammatory and oncology indications.

The company’s lead autoimmune candidate, CUE-401, is a bifunctional TGF-β/IL-2 fusion protein designed to expand and induce regulatory T cells and reduce pro‑inflammatory cells. IND‑enabling work and GLP toxicology in mice and non‑human primates are nearing completion, and Cue plans to file an IND in the second quarter of 2026, with initial human safety data expected in the second half of 2026.

The CUE-500 series, including CUE-501, targets pathogenic cells such as autoreactive B cells by redirecting anti‑viral memory T cells and is licensed globally to Boehringer Ingelheim for B‑cell depletion applications. The oncology‑focused CUE-100 series, including CUE‑101 and CUE‑102, has been licensed to ImmunoScape for cell‑therapy applications in solid tumors, providing upfront and milestone economics while Cue retains non‑oncology rights for a period.

Cue operates under a core technology license from Albert Einstein College of Medicine, with royalties and up to $1.85M in milestones per product and $5.75M tied to cumulative sales, and has additional collaborations with LG Chem and ImmunoScape. The company reports recurring operating losses, no approved products, a substantial doubt about its ability to continue as a going concern, and warns it will require substantial additional financing and successful partnerships to advance its pipeline.

Cue Biopharma will hold its 2026 annual meeting of stockholders virtually on April 13, 2026 at 9:00 a.m. Eastern Time. Agenda items include the election of seven directors, ratification of RSM US LLP as auditor, a non-binding advisory vote on executive compensation and a proposed reverse stock split at a ratio between 1-for-30 and 1-for-50 with the exact ratio and timing to be determined by the board.

Stockholders of record as of the close of business on March 9, 2026 may vote online at www.virtualshareholdermeeting.com/CUE2026. Proxy materials and the 2025 Annual Report (Form 10-K) will be mailed and posted on or about March [__], 2026.

Cue Biopharma, Inc. has scheduled its 2026 Annual Meeting of Stockholders for April 13, 2026. The company explains how stockholders can submit proposals or director nominations for that meeting and the deadlines that apply.

Stockholder proposals intended for inclusion in the company’s proxy materials under SEC Rule 14a-8 must be received at Cue Biopharma’s Boston headquarters by February 28, 2026, which the company considers a reasonable time before it begins printing and mailing proxy materials. For other business or director nominations to be brought directly before the meeting under the company’s Amended and Restated Bylaws, notice must also be received by February 28, 2026, or the later of 90 days before the meeting and 10 days after public announcement of the meeting date.

The company notes that stockholders who plan to solicit proxies in favor of their own director nominees, rather than the company’s nominees, and who seek to comply with the SEC’s universal proxy rule (Rule 14a-19), must likewise provide the required notice by February 28, 2026. If a stockholder misses these deadlines, the board’s named proxies may exercise discretionary voting authority on that stockholder’s proposal at the 2026 Annual Meeting.

Cue Biopharma appointed Lucinda WarrenChief Financial and Business Officer

Warren has over 30 years of global experience in pharmaceuticals and biotechnology, including a decade in business development roles at Johnson & Johnson and leadership positions at Janssen organizations. She receives no additional compensation for these new responsibilities, her employment terms remain unchanged, and there are no related-party or family relationships tied to her appointment.

Cue Biopharma director Peter A. Kiener reported a new stock option grant dated 01/02/2026. He received a stock option for 24,400 shares of Cue Biopharma common stock with an exercise price of $0.34 per share, recorded as an acquisition of derivative securities. The option was granted under the company’s Director Compensation Policy and is scheduled to become fully exercisable on the first anniversary of the grant date, with an expiration date of 01/01/2036. Following this grant, Kiener beneficially owns 24,400 stock options directly.

Cue Biopharma, Inc. reported a routine insider transaction showing a stock option grant to director Pamela Garzone. On 01/02/2026, she received 24,400 stock options with an exercise price of $0.34 per share. According to the disclosure, the award was granted under the company’s Director Compensation Policy.

The filing states that this stock option becomes fully exercisable on the first anniversary of the grant date and carries an expiration date of 01/01/2036. Following this grant, Garzone beneficially owns 24,400 derivative securities directly, reflecting only this option award.

Cue Biopharma director Sarraf Pasha reported receiving a stock option award from the company. On 01/02/2026, Pasha was granted an option to buy 24,400 shares of Cue Biopharma common stock at an exercise price of $0.34 per share, with no cash paid for the grant itself. The award was made under the company’s Director Compensation Policy.

The filing states that this option becomes fully exercisable on the first anniversary of the grant date and carries an expiration date of 01/01/2036. Following this grant, Pasha beneficially owns 24,400 derivative securities in the form of these stock options, held directly.