Cue Biopharma(CUE) - 2025 Q1 - Quarterly Results

Underwriting Agreement Introduction This section outlines the underwriting agreement between Cue Biopharma and Oppenheimer & Co. Inc. for a public offering Parties and Offering This section details the parties and securities offered in the public offering under the Company's effective S-3 shelf registration - The agreement is between Cue Biopharma, Inc. and Underwriters represented by Oppenheimer & Co. Inc. for a public offering[5] Securities Offered | Security Type | Quantity | | :--- | :--- | | Common Stock | 13,530,780 shares | | Pre-Funded Warrants | Up to 11,469,216 shares | | Common Warrants | Up to 6,249,999 shares | - The offering is made under the Company's effective shelf registration statement on Form S-3 (File No. 333-271786), declared effective on May 26, 2023[6] Representations and Warranties This section details the Company's assurances regarding its financial condition, legal compliance, and offering documents Registration Statement and Prospectuses The Company represents that its registration statement is effective, compliant, and free from stop orders - The Company confirms it is eligible to use Form S-3 for its registration statement[14] - No stop order is in effect, and no proceedings for such an order are pending or contemplated by the SEC[14] - The Registration Statement, Prospectus, and all incorporated documents comply materially with the Securities Act and Exchange Act regulations[15][16] Accurate Disclosure The Company warrants that all offering documents are free from material misstatements or omissions, excluding Underwriter-provided information - The Company asserts that all offering documents (Registration Statement, General Disclosure Package, Prospectus) are free from material misstatements or omissions[18] - The warranty excludes information furnished by the Underwriters, specifically related to selling concessions and certain paragraphs under the "Underwriting" section of the Prospectus[19] Financial Statements The Company affirms its financial statements comply with U.S. GAAP and are certified by independent accountants - The financial statements fairly present the Company's financial position and have been prepared in accordance with U.S. GAAP[24] - The accountants who certified the financial statements are independent as required by the Securities Act and PCAOB[23] No Material Adverse Change in Business The Company warrants no material adverse change in its condition or business since the last reported financial dates - No Material Adverse Effect has occurred since the dates of the information provided in the Registration Statement and Prospectus[26] Capitalization The Company confirms its capitalization details are accurate and all outstanding shares are validly issued and non-assessable - The capitalization details in the offering documents are accurate[30] - Outstanding shares are fully paid and non-assessable, and their issuance did not violate any securityholder's preemptive rights[30] Accounting Controls and Disclosure Controls The Company represents it maintains effective internal controls over financial reporting and disclosure procedures - The Company maintains effective internal controls over financial reporting and disclosure controls and procedures as defined under the Exchange Act[31] - The audit committee and independent accountants have been advised of any material weaknesses, significant deficiencies, or fraud involving management[32] Authorization of the Securities The offered securities are duly authorized and will be validly issued, fully paid, and non-assessable upon payment - The offered Securities are duly authorized and will be validly issued, fully paid, and non-assessable upon delivery and payment[34] - The Warrants are valid, legal, and binding obligations, and the underlying Warrant Shares are reserved for issuance upon exercise[34] Absence of Violations, Defaults and Conflicts The Company is not in violation of its organizational documents or laws, and the offering will not create conflicts - The Company is not in violation of its organizational documents, material contracts, or applicable laws, except where it would not cause a Material Adverse Effect[36] - Consummation of the offering will not create a conflict, breach, or default under its agreements or violate its charter or laws[37] Compliance with Food and Drug Laws The Company represents its preclinical and clinical activities materially comply with applicable food and drug laws - Preclinical and clinical activities comply with all material laws and regulations, including good laboratory, clinical, and manufacturing practices[45] - The Company has not received warning letters or clinical hold notices from the FDA and has not initiated any product recalls or safety alerts[46] Possession of Intellectual Property The Company warrants it owns or licenses all necessary intellectual property and is unaware of infringement claims - The Company owns or possesses valid licenses to all Intellectual Property necessary for its business[48] - There are no pending or threatened actions challenging the Company's rights to its IP or asserting that the Company infringes on the IP of others[49] No Conflicts with Sanction Laws The Company represents that neither it nor its affiliates are subject to any sanctions administered by relevant authorities - The Company and its affiliates are not the target of any Sanctions and are not located in a Sanctioned Territory (e.g., Cuba, Iran, North Korea)[64] - Proceeds from the offering will not be used to fund or facilitate business with any sanctioned person or in any Sanctioned Territory[64] Sale and Delivery to Underwriters; Closing This section specifies the terms for the sale and delivery of securities to the Underwriters and the closing procedures Sale, Delivery, and Payment This section details the sale of securities to Underwriters, closing procedures, and specific payment mechanisms for warrants - The Company agrees to sell, and each Underwriter severally agrees to purchase, the securities at the price set forth in Schedule A[76] - Closing is scheduled for 9:00 A.M. (New York City time) on the first or second business day after the agreement date[77] - A specific payment mechanism is outlined for Warrants, where purchasers pay the Company directly, and Underwriters offset their commission against the payment for shares[78] Covenants of the Company This section outlines the Company's commitments regarding regulatory compliance, use of proceeds, and lock-up restrictions Company Obligations The Company covenants to comply with securities regulations, use proceeds as stated, and adhere to a 90-day lock-up period - The Company will comply with all SEC rules, including Rule 430B and Rule 424(b), and promptly address any SEC requests or stop orders[80] - The Company will use the net proceeds from the offering in the manner specified in the Prospectus under "Use of Proceeds"[87] - The Company agrees to a 90-day "Lock-Up Period" from the date of the Prospectus, during which it will not offer, sell, or pledge additional shares of Common Stock, subject to certain exceptions[88][89] - Exceptions to the lock-up include shares issued under employee benefit plans, in connection with M&A or strategic alliances (up to 5% of outstanding shares), and upon exercise of the Warrants sold in this offering[89] Payment of Expenses This section details the Company's responsibility for all expenses related to the public offering Expense Allocation The Company agrees to pay all offering-related expenses, with a cap on Underwriters' counsel fees for certain matters - The Company is responsible for all expenses incident to the performance of its obligations under the agreement[94] - Specific expenses include SEC/FINRA filing fees, legal/accounting fees, road show costs, and listing fees[94] - If the agreement is terminated under certain conditions, the Company must reimburse the non-defaulting Underwriters for their reasonable out-of-pocket expenses[96] Conditions of Underwriters' Obligations This section lists the prerequisites that must be satisfied for the Underwriters to be obligated to purchase the securities Closing Conditions This section lists the conditions for Underwriters' obligation, including legal opinions, comfort letters, and lock-up agreements - The Registration Statement must be effective with no stop order in place[97] - The Underwriters must receive legal opinions from Company counsel (Wilmer Cutler Pickering Hale and Dorr LLP) and IP counsel (Bozicevic, Field & Francis LLP)[98][99] - The Underwriters must receive a comfort letter and a bring-down comfort letter from the Company's accountant, RSM US LLP[103][104] - An officers' certificate must be delivered, confirming no material adverse change and the accuracy of representations[101] - Lock-up agreements from persons listed on Schedule C must be received[105] Indemnification This section outlines the mutual indemnification obligations between the Company and the Underwriters for offering-related liabilities Indemnification Provisions The Company and Underwriters mutually indemnify each other against losses from material misstatements or omissions in offering documents - The Company will indemnify Underwriters for losses resulting from material misstatements or omissions in the offering materials, except for information provided by the Underwriters[109][110] - Each Underwriter severally indemnifies the Company for losses resulting from material misstatements or omissions made in reliance on written information provided by that Underwriter[111] - Procedures for notification of claims and selection of counsel are established. An indemnifying party cannot settle a claim without the indemnified party's consent unless it includes an unconditional release[112][113] Contribution This section establishes a contribution mechanism if indemnification is unavailable, based on relative benefits or fault Contribution Agreement If indemnification is unavailable, parties will contribute to losses based on relative benefits or fault, with Underwriter contribution capped - If indemnification is unavailable, parties will contribute to losses based on relative benefits or relative fault[115] - Relative benefits are measured by the net proceeds received by the Company versus the underwriting discounts received by the Underwriters[116] - No Underwriter is required to contribute more than the underwriting discounts and commissions it received. No person guilty of fraudulent misrepresentation can seek contribution from a person not guilty of it[120] Termination of Agreement This section specifies the conditions under which the Underwriting Agreement may be terminated by the Representative Termination Rights The Representative can terminate the agreement due to material adverse changes in the Company or financial markets - The Representative can terminate the agreement if there is a material adverse change in the Company's condition or business prospects[123] - Termination is also possible due to major adverse events in the financial markets, suspension of trading, or a banking moratorium[123] - If terminated, no party is liable to another, except for provisions in Sections 1, 4, 6, 7, 8, and 14-17, which survive termination[125] Miscellaneous Provisions This section covers general legal provisions including governing law, jurisdiction, and waiver of jury trial Governing Law and Jurisdiction The agreement is governed by New York law, with exclusive jurisdiction in Manhattan courts, and parties waive jury trial - The agreement is governed by the laws of the State of New York[138] - The parties consent to the exclusive jurisdiction of federal and state courts in Manhattan, New York, for any legal proceedings[138] - The parties irrevocably waive the right to a trial by jury for any legal proceeding related to the agreement[137] Schedules and Exhibits This section provides detailed financial terms of the offering and the form of the lock-up agreement Offering Terms (Schedules A & B-1) These schedules outline the specific financial terms of the offering, including allocations, public prices, and exercise prices Underwriter Allocation (Schedule A) | Name of Underwriter | Underwritten Shares | Pre-Funded Warrants | Common Warrants | | :--- | :--- | :--- | :--- | | Oppenheimer & Co. Inc. | 10,824,624 | 9,175,373 | 5,000,000 | | Newbridge Securities Corporation | 2,706,156 | 2,293,843 | 1,249,999 | | Total | 13,530,780 | 11,469,216 | 6,249,999 | Pricing and Exercise Terms (Schedules A & B-1) | Item | Price/Value | | :--- | :--- | | Public Price (1 Share + 1/4 Common Warrant) | $0.79 | | Public Price (1 Pre-Funded Warrant + 1/4 Common Warrant) | $0.789 | | Underwriter Price (per Share/Warrant unit) | $0.7426 | | Underwriter Discount (per Share/Warrant unit) | $0.0474 | | Pre-Funded Warrant Exercise Price | $0.001 | | Common Warrant Exercise Price | $0.79 | Form of Lock-Up Agreement (Exhibit A) This exhibit provides the form of the 90-day lock-up agreement for officers, directors, and certain stockholders, with standard exceptions - Signatories agree to a 90-day lock-up period, restricting the sale or transfer of their Company securities[158] - Permitted transfers include bona fide gifts, estate planning, distributions to partners/members, and transfers to immediate family, provided the recipient also signs a lock-up agreement[159][161] - The lock-up agreement will automatically terminate if the public offering is not completed by April 30, 2025[168]