07/30/2026 | Press release | Distributed by Public on 07/30/2026 14:36
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrants (Right to Buy) | $0.001 | 06/01/2026 | A(1) | 90,906 | 06/01/2026 | (2) | Common Stock | 90,906 | $11(3) | 90,906 | I | See footnote(4) | |||
| Common Stock Warrants (Right to Buy) | $11 | 06/01/2026 | A(1) | 45,453 | 06/01/2026 | 05/04/2031 | Common Stock | 45,453 | (3) | 45,453 | I | See footnote(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lin Shao-Lee C/O CUE BIOPHARMA, INC. 40 GUEST STREET BOSTON, MA 02135 |
X | Chief Executive Officer | ||
| /s/ Shao-Lee Lin | 07/29/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This amendment is filed solely to correct the transaction code reported in Column 4 of Table II. The transactions reported herein were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, prior to the issuance of the applicable securities. All other information in the original filing remains unchanged. |
| (2) | The securities do not have an expiration date. |
| (3) | On April 30, 2026, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors, including the Reporting Person. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold pre-funded warrants and accompanying warrants to purchase shares of common stock in a private placement that closed on May 4, 2026. The purchase price for each pre-funded warrant and accompanying warrants to purchase one-half of one share of common stock was $11.00. The pre-funded warrants and accompanying warrants became exercisable on June 1, 2026, following approval by the Issuer's stockholders of the issuance of common stock upon exercise of the pre-funded warrants and accompanying warrants in accordance with applicable listing rules of the Nasdaq Stock Market, including Nasdaq Listing Rule 5636, at the Issuer's Special Meeting of Stockholders held on June 1, 2026. |
| (4) | The securities are held by the Shao-Lee Lin Trust, DTD 3/13/2023. |