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): March 10, 2025

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.)

40 Guest Street Boston, Massachusetts		02135 (Zip Code)
(Address of principal executive offices)

 

(617) 949-2680

(Registrant’s telephone number, including area code)

 

(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))

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☐	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
Common Stock, par value $0.001 per share		CUE		Nasdaq Capital Market

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. ☐

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Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 10, 2025, Pasha Sarraf was appointed to the board of directors (the “Board”) of Cue Biopharma, Inc. (the “Company”), following the recommendation of the Corporate Governance and Nominating Committee of the Board.

There are no arrangements or understandings between Mr. Sarraf and any other persons pursuant to which Mr. Sarraf was selected as a member of the Board, and there are no transactions between Mr. Sarraf and the Company that would be reportable under Item 404(a) of Regulation S-K.

Mr. Sarraf will receive compensation for his 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 his appointment, Mr. Sarraf 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 his election, Mr. Sarraf entered into the Company’s standard form of indemnification agreement, a copy of which will be filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Pursuant to the terms of the indemnification agreement, the Company may be required to, among other things, indemnify Mr. Sarraf for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as a director of the Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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: March 12, 2025				By:		/s/ Daniel R. Passeri
				Name: Daniel R. Passeri
				Title: Chief Executive Officer

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