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): July 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, MA |
02139 | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (617) 949-2680
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 | ||
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|
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| ||
| 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 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 15, 2020, Cue Biopharma, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware effecting an amendment to increase the number of authorized shares of the Company’s common stock from 50,000,000 shares to 100,000,000 shares. The Certificate of Amendment was approved by the Company’s stockholders at the 2020 Annual Meeting (as defined below).
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 Company held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) on July 9, 2020. The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Company’s Proxy Statement for the Annual Meeting as filed with the Securities and Exchange Commission on May 29, 2020, are as follows:
The Company’s stockholders elected the seven directors nominated by the Board of Directors to serve until the next annual meeting of stockholders and the election of their successors, with votes cast as follows:
| For | Withheld | Broker Non-Votes | ||||||||||
| Daniel R. Passeri |
12,681,815 | 106,531 | 8,978,150 | |||||||||
| Peter Kiener |
12,676,625 | 111,721 | 8,978,150 | |||||||||
| Aaron Fletcher |
12,695,157 | 93,189 | 8,978,150 | |||||||||
| Cameron Gray |
12,681,096 | 107,250 | 8,978,150 | |||||||||
| Barry Simon |
9,703,905 | 3,084,441 | 8,978,150 | |||||||||
| Frederick Driscoll |
9,785,249 | 3,003,097 | 8,978,150 | |||||||||
| Frank Morich |
8,744,958 | 4,043,388 | 8,978,150 | |||||||||
The Company’s stockholders approved the Certificate of Amendment to increase the number of shares of the Company’s common stock from 50,000,000 to 100,000,000, with votes cast as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 21,504,237 | 203,722 | 58,537 | 0 |
The Company’s stockholders ratified the appointment of RSM US LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for 2020, with votes cast as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 21,737,206 | 2,900 | 26,390 | 0 |
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation | |
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: July 15, 2020 | By: | /s/ Daniel R. Passeri | ||||
| Name: | Daniel R. Passeri | |||||
| Title: | Chief Executive Officer | |||||