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SEC Comment Letter for Cue Biopharma, Inc. (CUE) (CIK 0001645460) (CUE) — Jul 3, 2018

Cue Biopharma, Inc. (CUE) (CIK 0001645460)
Date: July 3, 2018 · CIK: 0001645460 · Accession: 0000000000-18-020490

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File numbers found in text: 333-225800

Date
July 2, 2018
Author
Daniel R. Passeri
Form
UPLOAD
Company
Cue Biopharma, Inc. (CUE) (CIK 0001645460)

Letter

July 2, 2018 Daniel R. Passeri Chief Executive Officer Cue Biopharma, Inc. 21 Erie Street Cambridge, MA 02139 Re:Cue Biopharma, Inc. Registration Statement on Form S-1 File No. 333-225800 Filed June 21, 2018 Dear Mr. Passeri: We have limited our review of your registration statement to those issues we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Registration Statement on Form S-1, filed on June 21, 2018 Incorporation of Certain Information By Reference, page 16 1.We note that you incorporate by reference future reports to be filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in your registration statement. However, to be eligible to forward incorporate, you must be a smaller reporting company. Refer to Item 12(b) of Form S-1. Please tell us how you determined you are eligible to forward incorporate or revise your registration statement accordingly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

FirstName LastNameDaniel R. Passeri Comapany NameCue Biopharma, Inc. July 2, 2018 Page 2 FirstName LastName Daniel R. Passeri Cue Biopharma, Inc. July 2, 2018 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Abigail Jacobs at 202-551-2909 or Mary Beth Breslin at 202-551-3625 with any questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Mark R. Busch

Show Raw Text
July 2, 2018
Daniel R. Passeri
Chief Executive Officer
Cue Biopharma, Inc.
21 Erie Street
Cambridge, MA 02139
Re:Cue Biopharma, Inc.
Registration Statement on Form S-1
File No. 333-225800
Filed June 21, 2018
Dear Mr. Passeri:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
Registration Statement on Form S-1, filed on June 21, 2018
Incorporation of Certain Information By Reference, page 16
1.We note that you incorporate by reference future reports to be filed pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act in your registration statement. However, to
be eligible to forward incorporate, you must be a smaller reporting company. Refer to
Item 12(b) of Form S-1. Please tell us how you determined you are eligible to forward
incorporate or revise your registration statement accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameDaniel R. Passeri
 Comapany NameCue Biopharma, Inc.
 July 2, 2018 Page 2
 FirstName LastName
Daniel R. Passeri
Cue Biopharma, Inc.
July 2, 2018
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Abigail Jacobs at 202-551-2909 or Mary Beth Breslin at 202-551-3625
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Mark R. Busch