Welcome to our dedicated page for Cue Biopharma SEC filings (Ticker: CUE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cue Biopharma, Inc. filings document material events, governance actions, operating results, and capital-structure matters for a clinical-stage biopharmaceutical company focused on immune-modulating biologics. The company's 8-K reports cover executive transitions, collaboration milestones, financial results, registered common stock matters, and amendments related to a reverse stock split.
Proxy and meeting-related filings describe director elections, auditor ratification, executive compensation votes, stockholder proposal procedures, and amendments to governing documents. Other disclosures address research and development programs including CUE-401, CUE-501, the Immuno-STAT platform, collaboration and license agreements, equity compensation arrangements, and risk factors associated with clinical-stage biotechnology operations.
Cue Biopharma is making a planned leadership transition, appointing Usman Azam as President and Chief Executive Officer and a director effective September 29, 2025, as longtime CEO Daniel R. Passeri retires from the role and the board but continues as a strategic advisor.
Under his employment agreement, Dr. Azam will receive a $620,000 annual base salary, a target bonus of up to 50% of base salary, and stock options for 1,875,000 time-based shares plus 375,000 performance-based shares that vest in full if a specified financing milestone is achieved. If he is terminated without cause or resigns for good reason, he is eligible for cash severance equal to 12 months of base salary plus a prorated target bonus and up to 12 months of COBRA premium payments.
Through a separation agreement, Mr. Passeri will receive a lump-sum cash payment of $838,750, up to 18 months of COBRA premiums, and a 12‑month acceleration of vesting and extended exercisability of his existing equity awards. An advisor agreement running to March 30, 2026 grants him an additional option for 375,000 shares that vests if the same financing milestone is met while his existing awards continue to vest during his advisory term.
Cue Biopharma filed a Form S-8 to register securities under its 2025 Stock Incentive Plan, enabling the company to grant equity awards to employees, directors and other service providers. The registration statement incorporates by reference the company’s annual report for the fiscal year ended December 31, 2024, its quarterly reports for the quarters ended March 31, 2025 and June 30, 2025, and a set of current reports and other SEC filings, and it updates the company’s description of its common stock via Exhibit 4.2 to the 2024 annual report.
The filing omits plan narrative from Part I because those documents were provided separately to plan participants under Rule 428; exhibits included or incorporated by reference cover the 2025 Stock Incentive Plan, the amended and restated certificate of incorporation and bylaws, legal opinion and auditor consents, a power of attorney and the calculation of filing fee tables. The statement also summarizes the company’s indemnification framework for directors and officers, including indemnification agreements and directors’ and officers’ liability insurance.
Cue Biopharma reported continued clinical-stage operating losses while taking steps to bolster liquidity through financing and partnerships. The company held $27.5 million of cash and cash equivalents as of June 30, 2025 and reported a net loss of $20.7 million for the six months ended June 30, 2025 (net loss of $8.48 million for the quarter). Accumulated deficit was $362.6 million and weighted average shares outstanding increased to 84.86 million for the six-month period.
The company raised capital through a 2025 public offering that generated $18.0 million net proceeds, modest ATM proceeds during the period, and received a $10.1 million upfront payment from a collaboration and license agreement with Boehringer Ingelheim (BI) that also includes up to approximately $345 million in potential milestones and royalties. Management discloses substantial doubt about the company’s ability to continue as a going concern and notes all Term Loans are due December 1, 2025.
Cue Biopharma, Inc. furnished a press release announcing its financial results for the quarter ended June 30, 2025. The press release is included as Exhibit 99.1 to this Current Report and the company states that the information is being "furnished" rather than "filed," so it is not subject to the liability provisions of Section 18 of the Exchange Act and is not incorporated by reference into other filings except by specific reference. The registrant’s common stock trades on the Nasdaq Capital Market under the symbol CUE.