04/22/2026 | Press release | Distributed by Public on 04/22/2026 06:48
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Item 3.03. |
Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 22, 2026, Cue Biopharma, Inc. (the "Company") filed a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Amendment"), with the Secretary of State of the State of Delaware, which will effect, as of 5:00 p.m. Eastern Time, on April 23, 2026 (the "Effective Time"), a 1-for-30 reverse stock split (the "Reverse Stock Split") of the issued and outstanding shares of the Company's common stock, $0.001 par value per share (the "Common Stock").
The Reverse Stock Split is intended, among other things, to bring the Company into compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as previously reported in the Company's definitive proxy statement for the Company's 2026 annual meeting of stockholders held on April 13, 2026, as filed with the Securities and Exchange Commission on March 16, 2026 (as supplemented, the "Proxy Statement").
At the Effective Time, every thirty shares of issued and outstanding Common Stock will be automatically reclassified and combined into one share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a cash payment in lieu of such fractional shares.
The Reverse Stock Split will not change the number of authorized shares of Common Stock or the par value of the Common Stock. All outstanding stock options and warrants to purchase Common Stock will be adjusted to proportionately reduce the number of shares of Common Stock issuable upon exercise of such stock options and warrants and to proportionately increase the exercise price of such stock options and warrants, pursuant to the terms of each security and as described in the Proxy Statement. In addition, the total number of shares of Common Stock available for future grants under the Company's equity incentive plans will be adjusted and proportionately decreased, in accordance with the respective terms of such plans and as described in the Proxy Statement.
The Common Stock is expected to begin trading on a post-Reverse Stock Split basis at the market open on April 24, 2026 under the Company's existing trading symbol "CUE". The new CUSIP number for the Common Stock following the Reverse Stock Split is 22978P205.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.