UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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)
| Delaware | 001-38327 | 47-3324577 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 21 Erie St., Cambridge, Massachusetts | 02139 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(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 theForm 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 | ||
| Common Stock, par value $0.001 per share | CUE | The Nasdaq Stock Market LLC |
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 Rule12b-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 1.01 | Entry into a Material Definitive Agreement |
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.
| Item 5.02 | Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
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 Form8-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.
| Item 9.01 | Financial Statements and Exhibits |
Exhibit No. | Description | |
| 10.1 | Second Amended and Restated Executive Employment Agreement dated February 10, 2020 between the Company and Daniel Passeri | |
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.
| Cue Biopharma, Inc. | ||||||
| Date: February 10, 2020 | By: | /s/ Daniel R. Passeri | ||||
| Name: | Daniel R. Passeri | |||||
| Title: | Chief Executive Officer | |||||