cue biopharma inc美股招股说明书(2025-12-18版)

We are offering (i)shares of our common stock and accompanying common stock warrants to purchase shares of our common stockand, (ii)in lieu of common stock to certain investors that so choose, pre-funded warrants to purchaseshares of our common stock andaccompanying common stock warrants to purchase shares of our common stock. Each share of common stock is being offered and sold together withan accompanying common stock warrant to purchaseshares of common stock at a combined offering price of $, and eachpre-funded warrant is being offered and sold together with an accompanying common stock warrant to purchaseshares of common stock ata combined offering price of $, which is equal to the combined offering price per share of common stock and accompanying common stock The shares of common stock and the pre-funded warrants, on the one hand, and the accompanying common stock warrants, on the other hand,are immediately separable and will be issued separately, but can only be purchased together in this offering. Each pre-funded warrant will have anexercise price per share of common stock equal to $0.001 and will be exercisable from the date of issuance and will expire on the date the warrant isexercised in full, subject to the ownership limitation described in this prospectus supplement. Each common stock warrant will have an exercise priceper share of common stock equal to $and will be exercisable from the date of issuance and will expire on the date that is five years after the Our common stock is listed on the Nasdaq Capital Market under the symbol “CUE”. On December17, 2025 the last reported sale price of ourcommon stock on the Nasdaq Capital Market was $0.40 per share. There is no established public trading market for the pre-funded warrants or thecommon stock warrants, and we do not expect a market to develop. We do not intend to list the pre-funded warrants or the common stock warrants onthe Nasdaq Capital Market or any other national securities exchange or nationally recognized trading system. We have granted the underwriters an option for a period of 30 days to purchase up to an additionalpublic offering price of $and/or common stock warrants to purchase up to an additionaloffering price of $, less underwriting discounts and commissions. (1)Includes $per warrant for the accompanying common stock warrants.(2)See the section titled “Underwriting” beginning on page S-29 of this prospectus supplement for a description of the compensation payable to theunderwriters. We are a “smaller reporting company” under applicable Securities and Exchange Commission rules and are subject to reduced public companyreporting requirements. See “Prospectus Summary—Implications of Being a Smaller Reporting Company.” Investing in our securities involves significant risks. See “Risk Factors” beginning on pageS-10 to read aboutfactors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. The underwriters expect to deliver the shares of common stock, pre-funded warrants and the accompanying common stock warrants againstpayment on or about December,2025. Sole Book-Running ManagerH.C. Wainwright& Co.Co-ManagerNewbridge Securities Corporation PROSPECTUS SUPPLEMENT PROSPECTUS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and adds to andupdates information contained in the accompanying prospectus and the documents incorporated by reference herein. The second part, the accompanyingprospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined.To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanyingprospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in Neither we nor the underwriters have authorized anyone to provide any information other than that contained or incorporated by reference in thisprospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred This prospectus supplement, the accompanying prospectus and any such free writing prospectus do not constitute an offer to sell, or a solicitationof an offer to purchase, the securities offered by this prospectus supplement, the accompanying prospectus and any such free writing prospectus in anyjurisdiction to or from any person to whom or from whom it