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SEC Company Response from Cue Biopharma, Inc. (CUE) (CIK 0001645460) (CUE) — Jul 13, 2018

Cue Biopharma, Inc. (CUE) (CIK 0001645460)
Date: July 13, 2018 · CIK: 0001645460 · Accession: 0001193125-18-217917

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File numbers found in text: 333-225800

Date
July 13, 2018
Author
/s/ Mark Busch
Form
CORRESP
Company
Cue Biopharma, Inc. (CUE) (CIK 0001645460)

Letter

VIA EDGAR CORRESPONDENCE Division of Corporation Finance Re: Cue Biopharma, Inc. Registration Statement on Form S-1 Filed June 21, 2018 File No. 333-225800

Dear Ms. Jacobs:

On behalf of Cue Biopharma, Inc. (the “Company”), we submit this letter providing a response to the comment raised by the Staff of the Securities and Exchange Commission (the “Staff”) on July 2, 2018 with respect to the Company’s registration statement on Form S-1 (File No. 333-225800) (the “Registration Statement”). Simultaneously with the filing of this letter, the Company is filing by EDGAR Amendment No. 1 to the Registration Statement (the “Registration Statement Amendment”) responding to the Staff’s comment as noted below. The bold type below is the Staff’s comment and the regular type constitutes the Company’s response thereto.

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.

Page 16 of the Registration Statement Amendment includes revised disclosure in response to this comment.

We appreciate your time and attention to the Company’s response to the Staff’s comment. Should you have any questions, please call me at (704) 331-7440.

Very truly yours,
/s/ Mark Busch

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CORRESP
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filename1.htm

Response Letter

 K&L GATES LLP

HEARST TOWER, 47TH FLOOR

214 NORTH TRYON STREET

CHARLOTTE, NC 28202

T +1 704 331 7400    F +1 704 331 7598

 klgates.com

July 13, 2018

 VIA EDGAR CORRESPONDENCE

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

Washington, D.C. 20549

 Attn: Abigail Jacobs

Re:
Cue Biopharma, Inc.

 Registration Statement on Form S-1

 Filed June 21, 2018

 File No. 333-225800

 Dear Ms. Jacobs:

On behalf of Cue Biopharma, Inc. (the “Company”), we submit this letter providing a response to the comment raised by the Staff of the
Securities and Exchange Commission (the “Staff”) on July 2, 2018 with respect to the Company’s registration statement on Form S-1 (File
No. 333-225800) (the “Registration Statement”). Simultaneously with the filing of this letter, the Company is filing by EDGAR Amendment No. 1 to the Registration Statement (the
“Registration Statement Amendment”) responding to the Staff’s comment as noted below. The bold type below is the Staff’s comment and the regular type constitutes the Company’s response thereto.

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.

 Page 16 of the Registration Statement Amendment includes revised disclosure in response to this comment.

We appreciate your time and attention to the Company’s response to the Staff’s comment. Should you have any questions, please call me at (704)
331-7440.

 Very truly yours,

 /s/ Mark Busch

 Mark Busch

cc:
Daniel Passeri, Chief Executive Officer

 Kerri-Ann Millar, Vice
President, Finance