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CUE · Current Report (Form 8-K) · Filed April 13, 2026

Cue Biopharma Inc — Current Report (Form 8-K)

Form
8-K
Filed
April 13, 2026
Period
Apr 13, 2026
Ticker
CUE
Accession
0001193125-26-152826
Boardroom Alpha · Filing insights

Usman Azam resigns as CEO and director; six directors elected; reverse stock split authorized with Board discretion.

About Cue Biopharma Inc
Market cap
$116M
1Y TSR
+33.2%
3Y TSR
−38.8%
Board grade
C-
Sector
Healthcare
CEO
Shao-Lee Lin
Last annual meeting: Jun 1, 2026 · View full Cue Biopharma Inc profile →
8-K

 

 

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): April 13, 2026

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

(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

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.

 


 

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2026 annual meeting of stockholders of Cue Biopharma, Inc. (the “Company”) held on April 13, 2026 (the “Annual Meeting”), 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, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026, as supplemented by the proxy statement supplement filed with the SEC on March 27, 2026, are as follows (where applicable, voting results reflect fractional shares rounded down to the nearest whole share):

1. The Company’s stockholders elected the following nominees to the Board of Directors of the Company (the “Board”) to serve until the next annual meeting of stockholders and until their resignation or removal or their successors are duly elected and qualified, with votes cast as follows:

For

Withheld

Broker
Non-Votes

Pasha Sarraf

31,989,512

3,852,556

24,931,610

Peter A. Kiener

24,714,059

11,128,009

24,931,610

Frank Morich

24,994,890

10,847,178

24,931,610

Pamela Garzone

32,459,096

3,382,972

24,931,610

Patrick Verheyen

22,454,565

13,387,503

24,931,610

Jill Broadfoot

22,158,247

13,683,821

24,931,610

As previously announced in the Company’s Current Report on Form 8-K filed on March 27, 2026, prior to the Annual Meeting, Usman Azam resigned as the Company’s President and Chief Executive Officer and as a member of the Board, effective as of March 26, 2026. All votes cast for the election of Dr. Azam were disregarded.

 

2. The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with votes cast as follows:

For

Against

Abstain

58,982,168

1,289,439

502,071

 

3. The Company’s stockholders approved a non-binding advisory proposal on the compensation of the Company’s named executive officers, with votes cast as follows:

For

Against

Abstain

Broker

Non-Votes

31,388,709

4,239,819

213,540

24,931,610

4. The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's issued shares of common stock at a ratio within the range of not less than 1-for-30 and not more than 1-for-50, with the exact ratio within such range and the implementation and timing of such reverse stock split to be determined at the sole discretion of the Company’s Board without further approval or authorization of the Company’s stockholders, with votes cast as follows:

 

For

Against

Abstain

51,011,729

6,451,156

3,310,793

 


 

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: April 13, 2026

By:

/s/ Lucinda Warren

 

Name:

Lucinda Warren

 

Title:

Interim President and Chief Executive Officer

 


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Reference

Frequently asked questions

When did Cue Biopharma Inc file this 8-K?
Cue Biopharma Inc (CUE) filed this Current Report (Form 8-K) with the SEC on April 13, 2026. The accession number assigned by EDGAR is 0001193125-26-152826.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Usman Azam resigns as CEO and director; six directors elected; reverse stock split authorized with Board discretion. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Cue Biopharma Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Cue Biopharma Inc has filed under CIK 1645460, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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