Cue Biopharma, Inc. 8-K

What Happened
Cue Biopharma, Inc. (CUE) announced on July 9, 2026 that it entered a Securities Purchase Agreement with accredited investors (including Cormorant Asset Management and Columbia Threadneedle) to sell 1,418,071 common shares at $33.21 per share and, in lieu of some shares, pre-funded warrants to purchase up to 87,500 shares (pre-funded warrant price $33.209) in a private placement for gross proceeds of approximately $50.0 million. The company expects the closing on or about July 13, 2026. Cue also entered a registration rights agreement to file a resale registration statement for the sold securities within 30 days after closing and to use reasonable best efforts to have it declared effective promptly (with specified timing triggers). Net proceeds are intended to fund clinical development and general corporate purposes.

Key Details

• Private placement proceeds: ~ $50.0 million gross; 1,418,071 common shares at $33.21/share.
• Pre-funded warrants: up to 87,500 warrants sold at $33.209 each; exercise price $0.001; cashless exercisable; ownership caps apply (4.99% or 9.99% elected, with option to increase to ≤19.99% after 61 days’ notice).
• Registration: Company to file resale registration within 30 days post-closing and keep it effective until the securities are no longer registrable; Company pays registration expenses and indemnifies investors (and vice versa).
• Equity awards: On July 9, 2026 the Board granted 1,064,492 restricted stock units (RSUs). CEO Shao-Lee Lin received 655,074 RSUs; Chief Legal Officer Sumita Ray 109,178 RSUs; Principal Accounting Officer Michael Meluzio 81,884 RSUs; each non-employee director received 21,800 RSUs vesting in three equal annual installments. Executive RSUs are one-time grants with time and performance-based vesting.

Why It Matters
This financing provides near-term capital (about $50M) to fund Cue’s clinical development and general operations and addresses liquidity needs cited in its filings (including going-concern considerations). The pre-funded warrants let certain investors avoid immediate dilution while preserving share purchase rights; exercise limits protect against concentrated ownership but can be adjusted. The RSU grants align management and directors with longer-term performance and will increase share-based compensation and potential dilution over time. Investors should note the closing conditions, the required registration timetable for resale of these securities, and the company’s cautionary forward-looking statements about risks and uncertainties.