Cue Biopharma, Inc.
675 W. Kendall Street
Cambridge, MA 02142

December 13, 2017

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Attention: Irene Paik

Re:

Cue Biopharma, Inc. Registration Statement on Form S-1 File No. 333-220550

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, registrant Cue Biopharma, Inc. (the “Company”) hereby respectfully requests that the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective at 4:00 p.m., Eastern Time, on Thursday, December 14, 2017, or as soon thereafter as is practicable.

In connection with the foregoing request, the Company acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Gary Schuman

Gary Schuman
Chief Financial Officer

 

MDB Capital Group LLC

2425 Cedar Springs Road

Dallas, Texas 75201

 

December 13, 2017

 

Via EDGAR transmission

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Cue Biopharma, Inc.

Registration Statement on Form S-1

Registration No. 333-220550

  

Ladies and Gentlemen:

 

Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we wish to inform you that through date hereof, approximately 854 copies of the Preliminary Prospectus of Cue Biopharma, Inc. (the “Registrant”) dated December 4, 2017, were distributed to institutional and individual investors.

 

The undersigned, as representative of the several underwriters, has and will, and each underwriter and dealer has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

Pursuant to Rule 461 promulgated under the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m., Washington, D.C. time, on December 14, 2017, or as soon thereafter as practicable.

 

	Very truly yours,
	MDB CAPITAL GROUP LLC
	As representative of the several underwriters
	By:	/s/ Christopher Marlett
	Name:	Christopher Marlett
	Title:	CEO