SEC Company Response from Cue Biopharma, Inc. (CUE) (CIK 0001645460) (CUE) — Jul 9, 2019
Cue Biopharma, Inc. (CUE) (CIK 0001645460)
Date: July 9, 2019 · CIK: 0001645460 · Accession: 0001193125-19-191288
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File numbers found in text: 001-38327
Letter
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 9,
VIA EDGAR CORRESPONDENCE
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Attn: Office of Healthcare & Insurance
Re: Cue Biopharma, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 14, 2019
File No. 001-38327
Ladies and Gentleman:
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 June 26, 2019 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”). Simultaneously with the filing of this letter, the Company is filing by EDGAR Amendment No. 2 to the Form 10-K (the “Form 10-K Amendment”) and Amendment No. 1 (the “Form 10-Q Amendment”) to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (the “Form 10-Q”) 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.
Form 10-K for the Fiscal Year Ended December 31, 2018
Item 15. Exhibits, Financial Statements and Schedules, page 62
1. Please amend your filing to provide new certifications filed as Exhibits 31.1 and 31.2 to conform exactly to that provided in Item 601(b)(31) of Regulation S-K as it relates to internal controls over financial reporting (ICFR). In this regard, the introductory sentence in paragraph 4 should refer to ICFR as defined in the Exchange Act and certification 4(b) should discuss your obligations related to ICFR. Similarly, please amend the 10-Q for the quarterly period ended March 31, 2019.
New certifications have been filed as Exhibits 31.1 and 31.2 to each of the Form 10-K Amendment and the Form 10-Q Amendment in response to the Staff’s comment.
U.S. Securities and Exchange Commission
July 9, 2019
Page
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 1 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 9, 2019 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attn: Office of Healthcare & Insurance Re: Cue Biopharma, Inc. Form 10-K for the Fiscal Year Ended December 31, 2018 Filed March 14, 2019 File No. 001-38327 Ladies and Gentleman: 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 June 26, 2019 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”). Simultaneously with the filing of this letter, the Company is filing by EDGAR Amendment No. 2 to the Form 10-K (the “Form 10-K Amendment”) and Amendment No. 1 (the “Form 10-Q Amendment”) to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (the “Form 10-Q”) 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. Form 10-K for the Fiscal Year Ended December 31, 2018 Item 15. Exhibits, Financial Statements and Schedules, page 62 1. Please amend your filing to provide new certifications filed as Exhibits 31.1 and 31.2 to conform exactly to that provided in Item 601(b)(31) of Regulation S-K as it relates to internal controls over financial reporting (ICFR). In this regard, the introductory sentence in paragraph 4 should refer to ICFR as defined in the Exchange Act and certification 4(b) should discuss your obligations related to ICFR. Similarly, please amend the 10-Q for the quarterly period ended March 31, 2019. New certifications have been filed as Exhibits 31.1 and 31.2 to each of the Form 10-K Amendment and the Form 10-Q Amendment in response to the Staff’s comment. U.S. Securities and Exchange Commission July 9, 2019 Page 2 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