SEC Comment Letter for Cue Biopharma, Inc. (CUE) (CIK 0001645460) (CUE) — Dec 6, 2017
Cue Biopharma, Inc. (CUE) (CIK 0001645460)
Date: Dec. 6, 2017 · CIK: 0001645460 · Accession: 0000000000-17-042690
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-220550
Letter
December 6, 2017 Daniel Passeri Chief Executive Officer Cue Biopharma, Inc. 675 W. Kendall Street Cambridge, MA 02142 Re:Cue Biopharma, Inc Amendment No. 3 to Registration Statement on Form S-1 Filed December 5, 2017 File No. 333-220550 Dear Mr. Passeri: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our [Month day, year] letter. Amendment No. 3 to Registration Statement on Form S-1 filed December 5, 2017 Cover page 1.We note that you may extend the termination date beyond the initial offering period. Please expand your disclosure to indicate that if there are funds in escrow when you extend the offering period that these funds will be returned to subscribers who do not affirmatively reconfirm their subscription.
FirstName LastNameDaniel Passeri Comapany NameCue Biopharma, Inc. June 16, 2017 Page 2 FirstName LastName Daniel Passeri Cue Biopharma, Inc. December 6, 2017 Page 2 Risk Factors Concentration of ownership among our existing executive officers..., page 35 2.It appears you only have seven members on your board of directors, yet you state that three of the eight members of your board of directors are also employees of MDB. Please revise as appropriate to reconcile this discrepancy. Business Our Collaboration Agreement with Merck, page 55 3.We note your revisions to page 55 in response to our prior comment three. Please revise your disclosure to quantify the potential research and development, regulatory and commercial milestones separately. Exhibits 4.Please file a complete copy of Exhibit 10.21, including all schedules and exhibits thereto. See Item 601(b)(10) of Regulation S-K. You may contact Rolf Sundwall at 202-551-3105 or Mark Brunhofer at 202-551-3638 if you have questions regarding comments on the financial statements and related matters. Please contact Irene Paik at 202-551-6553 or me at 202-551-3675 with any other questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Mark R. Busch - K&LGates LLP
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December 6, 2017
Daniel Passeri
Chief Executive Officer
Cue Biopharma, Inc.
675 W. Kendall Street
Cambridge, MA 02142
Re:Cue Biopharma, Inc
Amendment No. 3 to Registration Statement on Form S-1
Filed December 5, 2017
File No. 333-220550
Dear Mr. Passeri:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 3 to Registration Statement on Form S-1 filed December 5, 2017
Cover page
1.We note that you may extend the termination date beyond the initial offering period.
Please expand your disclosure to indicate that if there are funds in escrow when you
extend the offering period that these funds will be returned to subscribers who do not
affirmatively reconfirm their subscription.
FirstName LastNameDaniel Passeri
Comapany NameCue Biopharma, Inc.
June 16, 2017 Page 2
FirstName LastName
Daniel Passeri
Cue Biopharma, Inc.
December 6, 2017
Page 2
Risk Factors
Concentration of ownership among our existing executive officers..., page 35
2.It appears you only have seven members on your board of directors, yet you state that
three of the eight members of your board of directors are also employees of MDB.
Please revise as appropriate to reconcile this discrepancy.
Business
Our Collaboration Agreement with Merck, page 55
3.We note your revisions to page 55 in response to our prior comment three. Please revise
your disclosure to quantify the potential research and development, regulatory and
commercial milestones separately.
Exhibits
4.Please file a complete copy of Exhibit 10.21, including all schedules and exhibits
thereto. See Item 601(b)(10) of Regulation S-K.
You may contact Rolf Sundwall at 202-551-3105 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related matters. Please
contact Irene Paik at 202-551-6553 or me at 202-551-3675 with any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Mark R. Busch - K&LGates LLP