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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 |