UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

 

Cue Biopharma, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

22978P106

(CUSIP Number)

November 16, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

	1		NAME OF REPORTING PERSON
				Slate Path Master Fund LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Cayman Islands
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,402,455
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							2,402,455
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,402,455
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.6%
	12		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				Slate Path Capital LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,402,455
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							2,402,455
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,402,455
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.6%
	12		TYPE OF REPORTING PERSON
				IA

  

 

	1		NAME OF REPORTING PERSON
				Jades GP, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,402,455
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							2,402,455
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,402,455
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.6%
	12		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				David Greenspan
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				United States
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,402,455
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							2,402,455
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,402,455
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.6%
	12		TYPE OF REPORTING PERSON
				IN

  

Item 1(a).

Name of Issuer:

 

Cue Biopharma, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

40 Guest Street

Boston, Massachusetts 02135

 

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

 

Slate Path Master Fund LP (the “Master Fund”)

Ugland House

121 South Church Street

George Town, Cayman Islands KY1-1104

Citizenship: Cayman Islands

 

Slate Path Capital LP (“Slate Path”)

717 Fifth Avenue, 16^th Floor

New York, New York 10022

Citizenship: Delaware

 

Jades GP, LLC (“Jades”)

717 Fifth Avenue, 16^th Floor

New York, New York 10022

Citizenship: Delaware

 

David Greenspan (“Mr. Greenspan”)

717 Fifth Avenue, 16^th Floor

New York, New York 10022

Citizenship: United States

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, par value $0.001 per share (the “Shares”).

 

Item 2(e).

CUSIP Number:

 

22978P106

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	/ /	A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

 

(a)

Amount beneficially owned:

 

As of the close of business on November 18, 2022, the Master Fund beneficially owned 2,402,455 Shares.

 

Each of (i) Slate Path, as the investment manager of the Master Fund, (ii) Jades, as the general partner of Slate Path, and (iii) Mr. Greenspan, as the managing partner of Jades, may be deemed to beneficially own the Shares owned by the Master Fund.

 

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person.

 

(b)

Percent of class:

 

The following percentages are based on 43,042,548 Shares outstanding as of November 16, 2022, which is the total number of Shares outstanding following the close of the Issuer’s offering disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2022.

 

As of the close of business on November 18, 2022, the Master Fund beneficially owned approximately 5.6% of the outstanding Shares and each of Slate Path, Jades and Mr. Greenspan, by virtue of their relationships described above, may be deemed to beneficially own approximately 5.6% of the outstanding Shares.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(ii)

Shared power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(iii)

Sole power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

(iv)

Shared power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

See Exhibit 99.1.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 18, 2022

	SLATE PATH MASTER FUND LP
	By:	Slate Path Capital LP, its investment manager
	By:	Jades GP, LLC, its general partner
	By:	/s/ John Metzner
		Name:	John Metzner
		Title:	Chief Operating Officer

 

 

	SLATE PATH CAPITAL LP
	By:	Jades GP, LLC, its general partner
	By:	/s/ John Metzner
		Name:	John Metzner
		Title:	Chief Operating Officer

 

 

	JADES GP, LLC
	By:	/s/ John Metzner
		Name:	John Metzner
		Title:	Chief Operating Officer

 

 

	/s/ David Greenspan
	DAVID GREENSPAN

 

Exhibit 99.1

 

Joint Filing Agreement

 

The undersigned hereby agree that the Statement on Schedule 13G dated November 18, 2022 with respect to the Common Stock, par value $0.001 per share, of Cue Biopharma, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

Dated: November 18, 2022

	SLATE PATH MASTER FUND LP
	By:	Slate Path Capital LP, its investment manager
	By:	Jades GP, LLC, its general partner
	By:	/s/ John Metzner
		Name:	John Metzner
		Title:	Chief Operating Officer

 

 

	SLATE PATH CAPITAL LP
	By:	Jades GP, LLC, its general partner
	By:	/s/ John Metzner
		Name:	John Metzner
		Title:	Chief Operating Officer

 

 

	JADES GP, LLC
	By:	/s/ John Metzner
		Name:	John Metzner
		Title:	Chief Operating Officer

 

 

	/s/ David Greenspan
	DAVID GREENSPAN