CUE 8-K
Cue Biopharma, Inc. (CUE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
Not Applicable
(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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On June 4, 2025, Jill Broadfoot was appointed to the board of directors (the “Board”) of Cue Biopharma, Inc. (the “Company”), the Audit Committee of the Board, and the Corporate Governance and Nominating Committee of the Board, following the recommendation of the Corporate Governance and Nominating Committee of the Board. Ms. Broadfoot will serve as the Chair of the Audit Committee of the Board.
There are no arrangements or understandings between Ms. Broadfoot and any other persons pursuant to which Ms. Broadfoot was selected as a member of the Board, and there are no transactions between Ms. Broadfoot and the Company that would be reportable under Item 404(a) of Regulation S-K.
Ms. Broadfoot will receive compensation for her service as a member of the Board in accordance with the Company’s Director Compensation Policy (the “Director Compensation Policy”), a copy of which is filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2024. In accordance with the terms of the Director Compensation Policy, upon her appointment, Ms. Broadfoot was granted an option to purchase 48,800 shares of the Company’s common stock. The option will vest over three years with one-third vesting on the one-year anniversary of the grant date and the balance vesting in eight equal quarterly installments.
In connection with her election, Ms. Broadfoot entered into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025. Pursuant to the terms of the indemnification agreement, the Company may be required to, among other things, indemnify Ms. Broadfoot for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as a director of the Company.
Approval of 2025 Stock Incentive Plan
At the Company’s 2025 Annual Meeting of Stockholders held on June 4, 2025 (the “Annual Meeting”), the Company’s stockholders approved the Cue Biopharma, Inc. 2025 Stock Incentive Plan (the “2025 Plan”), which had previously been adopted by the Board, subject to stockholder approval.
The description of the 2025 Plan contained on pages 40 to 52 of the Company’s proxy statement for the Annual Meeting, filed with the SEC on April 25, 2025, as supplemented by the proxy statement supplement filed with the SEC on May 27, 2025 (collectively, the “Proxy Statement”), is incorporated herein by reference. A complete copy of the 2025 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Resignation of Chief Financial Officer
On June 4, 2025, Kerri-Ann Millar notified the Company that she is resigning from her position as Chief Financial Officer, effective June 13, 2025. Effective June 13, 2025, Daniel R. Passeri, the Company’s Chief Executive Officer, will serve as the Company’s principal financial and accounting officer on an interim basis until a new principal financial and accounting officer is designated. For Mr. Passeri’s biographical information, see the disclosure included under the heading “Proposal 2: Election of Directors” beginning on page 10 of the Proxy Statement, which disclosure is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 5, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware effecting an amendment to increase the number of authorized shares of the Company’s capital stock from 210,000,000 to 310,000,000 and increase the number of authorized shares of the Company’s common stock from 200,000,000 to 300,000,000. The Certificate of Amendment was approved by the Company’s stockholders at the Annual Meeting.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Proxy Statement, are as follows (where applicable, voting results reflect fractional shares rounded down to the nearest whole share):
1. The Company’s stockholders approved the Certificate of Amendment to increase the number of authorized shares of the Company’s capital stock from 210,000,000 to 310,000,000 and increase the number of authorized shares of the Company’s common stock from 200,000,000 to 300,000,000, with votes cast as follows:
For |
|
Against |
|
Abstain |
|
29,484,310 |
|
7,611,547 |
|
117,824 |
|
2. The Company’s stockholders elected the following nominees to the Board to serve until the next annual meeting of stockholders and until their resignation or removal or their successors are duly elected and qualified, with votes cast as follows:
|
For |
|
Withheld |
|
Broker |
|
|||
Daniel R. Passeri |
|
13,108,884 |
|
|
2,851,308 |
|
|
21,253,489 |
|
Peter A. Kiener |
|
12,435,412 |
|
|
3,524,780 |
|
|
21,253,489 |
|
Frank Morich |
|
12,259,305 |
|
|
3,700,887 |
|
|
21,253,489 |
|
Pamela Garzone |
|
13,146,335 |
|
|
2,813,857 |
|
|
21,253,489 |
|
Patrick Verheyen |
|
13,192,861 |
|
|
2,767,331 |
|
|
21,253,489 |
|
Pasha Sarraf |
|
13,299,139 |
|
|
2,661,053 |
|
|
21,253,489 |
|
3. The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with votes cast as follows:
For |
|
Against |
|
Abstain |
31,122,850 |
|
1,027,154 |
|
5,063,677 |
4. The Company’s stockholders approved a non-binding advisory proposal on the compensation of the Company’s named executive officers, with votes cast as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
13,186,558 |
|
2,634,667 |
|
138,967 |
|
21,253,489 |
5. The Company’s stockholders approved the Cue Biopharma, Inc. 2025 Stock Incentive Plan, with votes cast as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
13,849,249 |
|
2,007,505 |
|
103,438 |
|
21,253,489 |
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
Exhibit No. |
|
Description |
|
|
|
3.1 |
|
|
|
|
|
99.1 |
|
|
|
|
|
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: June 10, 2025 |
|
By: |
|
/s/ Daniel R. Passeri |
|
|
Name: |
|
Daniel R. Passeri |
|
|
Title: |
|
Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CUE BIOPHARMA, INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Cue Biopharma, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the Board of Directors of the Corporation has duly adopted resolutions in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware authorizing, declaring advisable and approving an amendment to the Amended and Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation. Thereafter, the stockholders of the Corporation duly adopted such amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
SECOND: That the amendment to the Amended and Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation.
THIRD: That, upon the effectiveness of this Certificate of Amendment, Section 3.01 of Article III of the Amended and Restated Certificate of Incorporation, as heretofore amended, is hereby amended and restated in its entirety as follows:
“SECTION 3.01. Amount: The total number of shares which the Corporation has authority to issue is 310,000,000 shares, consisting of: 10,000,000 shares designated as Preferred Stock, par value of $0.001 per share (“Preferred Stock”), and 300,000,000 shares designated as Common Stock, par value of $0.001 per share (“Common Stock”).”
IN WITNESS WHEREOF, this Certificate of Amendment of Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 5th day of June, 2025.
CUE BIOPHARMA, INC.
|
/s/ Daniel R. Passeri |
By: Title: |
Daniel R. Passeri Chief Executive Officer |
Exhibit 99.1
CUE BIOPHARMA, INC.
2025 STOCK INCENTIVE PLAN
The purpose of this 2025 Stock Incentive Plan (the “Plan”) of Cue Biopharma, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).
All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company (as the terms consultants and advisors are defined and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), or any successor form) are eligible to be granted Awards (as defined below) under the Plan. Each person who is granted an Award under the Plan is deemed a “Participant.” The Plan provides for the following types of awards, each of which is referred to as an “Award”: Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in Section 7), RSUs (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8) and Cash-Based Awards (as defined in Section 8). Any type of Award may be granted as a Performance Award under Section 9. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.
-2-
Shares of Common Stock issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.
-3-
-4-
For any date that is not a trading day, the Grant Date Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid and asked prices, as appropriate, for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or market procedures, or can use weighted averages either on a daily basis or such longer period, in each case to the extent permitted by Section 409A.
The Board shall determine the Grant Date Fair Market Value for purposes of the Plan, and all Awards are conditioned on the Participant’s agreement that the Board’s determination is conclusive and binding even though others might make a different determination.
-5-
-6-
-7-
-8-
-9-
-10-
(i) provide that Awards shall be assumed, or substantially equivalent awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof);
-11-
(ii) upon written notice to a Participant, provide that unvested Awards will be forfeited immediately prior to the consummation of such Reorganization Event and/or that unexercised Awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice;
(iii) provide that Awards shall become exercisable, realizable or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization Event;
(iv) make or provide for a payment, in such form (which may include, without limitation, cash, cash equivalents and/or securities of the acquiring or succeeding corporation (or an affiliate thereof)) as may be determined by the Board, to Participants with respect to an Award held by a Participant equal in value to (A) the number of shares of Common Stock subject to the vested portion of the Award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the amount of cash and/or value, as determined by the Board in its discretion, of any non-cash consideration per share of Common Stock to be received by holders of Common Stock as a result of the Reorganization Event (the “Acquisition Price”) over (II) the exercise, measurement or purchase price of such Award and any applicable tax withholdings, in exchange for the termination of such Award, provided that any escrow, holdback, earn-out or similar provisions in the definitive agreement governing the Reorganization Event may, as determined by the Board, apply to such payment to the same extent and in the same manner as such provisions apply to holders of Common Stock, and provided further that if the Acquisition Price does not exceed the exercise price of such Award, then the Award shall be canceled without any payment of consideration therefor;
(v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings); and
(vi) any combination of the foregoing.
In taking any of the actions permitted under this Section 10(b)(2)(A), the Board shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically.
-12-
-13-
Notwithstanding the foregoing, if it is determined that an Award is subject to the requirements of Section 409A and payable upon a Change in Control, the Company will not be deemed to have undergone a Change in Control for purposes of the Plan unless the Company is deemed to have undergone a “change in control event” pursuant to the definition of such term in Section 409A.
-14-
-15-
-16-
-17-
-18-
The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A but do not to satisfy the conditions of that section.
-19-
-20-