Cue Biopharma, Inc.
For the period ended Jun 1, 2026. Filed May 21, 2026.
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Jun 1, 2026 · Filed May 21, 2026
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DEF 14A 1 d38874ddef14a.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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Cue Biopharma, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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CUE BIOPHARMA, INC.
40 Guest Street
Boston, Massachusetts 02135
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on Monday, June 1, 2026
Dear Stockholder:
Notice is hereby given that a Special Meeting of Stockholders, or the Special Meeting, of Cue Biopharma, Inc., or the Company, will be held exclusively via the Internet in a virtual meeting format atwww.virtualshareholdermeeting.com/CUE2026SMon Monday, June 1, 2026 at 9:00 a.m. Eastern Time for the purpose of considering and voting upon the following matters:
| 1. | To approve, in accordance with Nasdaq Listing Rules 5635(a), (c), and (d), the issuance of shares of common stock upon the exercise of certain warrants issued by the Company in May 2026 in connection with a licensing transaction and related private placement (Proposal 1); |
| 2. | To approve the Cue Biopharma, Inc. 2026 Stock Incentive Plan (Proposal 2); |
| 3. | To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, Proposal 1 and/or Proposal 2 (Proposal 3); and |
| 4. | To transact such other business as may properly come before the Special Meeting or any postponement or adjournment thereof. |
Our stockholders of record as of the close of business on May 8, 2026, or the record date, are entitled to participate in and vote at the Special Meeting. To participate in the Special Meeting, including to vote and ask questions, stockholders of record should go to the meeting website atwww.virtualshareholdermeeting.com/CUE2026SM, enter the 16-digit control number found on your proxy card or voting instruction form and follow the instructions on the website.
A printed copy of our proxy materials, including this proxy statement and a proxy card, is being mailed to our stockholders on or about May 21, 2026 and sent by email to our stockholders who have opted for such means of delivery on or about May 21, 2026.
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
May 21, 2026
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on June****** 1, 2026:**This proxy statement and the accompanying proxy card or voting instruction form are available online atwww.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.