UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 9, 2020

Cue Biopharma, Inc.    

(Exact name of registrant as specified in its charter)    

(Registrant’s telephone number, including area code): (617) 949-2680

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

The information contained in “Item 5.02 - Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” is incorporated herein by reference.

On February 10, 2020, Cue Biopharma, Inc. (the “Company”) entered into a second amended and restated employment agreement (the “Employment Agreement”) with Daniel Passeri, the Company’s Chief Executive Officer, pursuant to which (1) the term of the Employment Agreement was extended to March 31, 2021, (2) Mr. Passeri’s salary was increased to $515,000 and (3) Mr. Passeri received a grant of 150,000 stock options and a grant of 150,000 restricted stock units.

A copy of the Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description of the terms of the Employment Agreement is qualified in its entirety by reference to such exhibit.

On February 9, 2020, Chris Marlett and Steven McKnight resigned as members of the Company’s Board of Directors. Neither Mr. Marlett nor Mr. McKnight indicated that their resignation was the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. In connection with these resignations, the size of the Company’s Board of Directors was reduced to seven.

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 thereunto duly authorized.