Cue Biopharma Inc

DEF 14A 1 def_14a_special_proxy_20.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on Tuesday, October 8, 2024

Dear Stockholder:

Notice is hereby given that the Special Meeting of Stockholders of Cue Biopharma, Inc., or the Special Meeting, will be held exclusively via the Internet in a virtual meeting format atwww.proxydocs.com/CUEon Tuesday, October 8, 2024 at 9:00 a.m. Eastern Time for the purpose of considering and voting upon the following matters:

To adopt and approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our capital stock from 110,000,000 to 210,000,000 and increase the number of authorized shares of our common stock from 100,000,000 to 200,000,000 (Proposal 1); and

To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are insufficient votes for the adoption and approval of Proposal 1 (Proposal 2).

You may attend the Special Meeting online atwww.proxydocs.com/CUE, where you will be able to submit questions during the meeting. Prior to the meeting, and during the meeting until polls are closed, you may vote by logging into www.proxypush.com/CUE using your stockholder information provided on your proxy card or voting instruction card. Stockholders will not be able to attend the Special Meeting in person. In order to attend the Special Meeting online, you must register in advance atwww.proxydocs.com/CUE prior to October 7, 2024 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email. Please follow the instructions found on your proxy card or voting instruction card and subsequent instructions that will be delivered to you via email. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

Stockholders of record at the close of business on September 5, 2024 will be entitled to notice of and to vote electronically during the Special Meeting or any adjournment or postponement thereof. A printed copy of our proxy materials, including a proxy card, is being mailed to our stockholders on or about September 13, 2024 and sent by email to our stockholders who have opted for such means of delivery on or about September 13, 2024.

A list of stockholders as of the close of business on the record date will be available for examination by the stockholders for any purpose germane to the Special Meeting during the Special Meeting using the unique link provided via email following the completion of registration for the Special Meeting.

We encourage all stockholders to attend the Special Meeting online. However, whether or not you plan to attend the Special Meeting online, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on how to vote your shares online during the Special Meeting as described in the Proxy Statement.

By the Order of the Board of Directors,

/s/ Colin Sandercock

Colin Sandercock

Senior Vice President, General Counsel and Secretary

Boston, Massachusetts

September 10, 2024

Important Notice Regarding Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on October 8, 2024: This Proxy Statement and the accompanying proxy card or voting instruction card are available atwww.proxydocs.com/CUE.

TABLE OF CONTENTS

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS

To Be Held on Tuesday, October 8, 2024

INFORMATION CONCERNING SOLICITATION AND VOTING

This Proxy Statement contains information about our special meeting of stockholders, or the Special Meeting. The meeting will be held on Tuesday, October 8, 2024 at 9:00 a.m. Eastern Time. The Special Meeting will be held exclusively via the Internet in a virtual meeting format atwww.proxydocs.com/CUE. There will not be a physical meeting location, and stockholders will not be able to attend the Special Meeting in person. Except where the context otherwise requires, references to “Cue Biopharma,” “the Company,” “we,” “us,” “our” and similar terms refer to Cue Biopharma, Inc. and its consolidated subsidiary. References to our website are inactive textual references only and the contents of our website are not incorporated by reference into this Proxy Statement.

This Proxy Statement and the enclosed proxy card are being furnished in connection with the solicitation of proxies by our board of directors for use at the Special Meeting and at any adjournment or postponement of that meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions on your proxy, it will be voted in accordance with the recommendations of our board of directors. We are making the Notice of Special Meeting, this Proxy Statement and the related proxy card available to stockholders for the first time on or about September 13, 2024.