| Item 1. | |
| (a) | Name of issuer:
Cue Biopharma, Inc. |
| (b) | Address of issuer's principal executive offices:
40 Guest Street, Boston, Massachusetts 02135 |
| Item 2. | |
| (a) | Name of person filing:
1. Mark E. Strome
2. Strome Mezzanine Fund, L.P. ("Strome Mezzanine")
3. Strome Mezzanine Fund, II, L.P. ("Strome Mezzanine II")
4. Strome Dynasty, LLC ("Strome Dynasty") |
| (b) | Address or principal business office or, if none, residence:
1. Mr. Strome: 13535 Ventura Blvd., Ste C-525, Sherman Oaks, California 91423
2. Strome Mezzanine, Strome Mezzanine II and Strome Dynasty: 1688 Meridian Ave., Suite 727, Miami Beach, Florida 33139 |
| (c) | Citizenship:
1. Mr. Strome: United States
2. Strome Mezzanine, Strome Mezzanine II and Strome Dynasty: Delaware |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share |
| (e) | CUSIP No.:
22978P106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
1. Mr. Strome: 2,166,242
2. Strome Mezzanine: 46,103
3. Strome Mezzanine II: 1,907,281
4. Strome Dynasty: 162,629 |
| (b) | Percent of class:
1. Mr. Strome: 4.99%
2. Strome Mezzanine: 0.11%
3. Strome Mezzanine II: 4.39%
4. Strome Dynasty: 0.38% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
1. Mr. Strome: 50,229
2. Strome Mezzanine: 0
3. Strome Mezzanine II: 0
4. Strome Dynasty: 0
|
| | (ii) Shared power to vote or to direct the vote:
1. Mr. Strome: 2,116,013
2. Strome Mezzanine: 46,103
3. Strome Mezzanine II: 1,907,281
4. Strome Dynasty: 162,629
|
| | (iii) Sole power to dispose or to direct the disposition of:
1. Mr. Strome: 50,229
2. Strome Mezzanine: 0
3. Strome Mezzanine II: 0
4. Strome Dynasty: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
1. Mr. Strome: 2,116,013
2. Strome Mezzanine: 46,103
3. Strome Mezzanine II: 1,907,281
4. Strome Dynasty: 162,629
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Mr. Strome has sole voting and dispositive power over 50,229 shares held of record by the Mark E. Strome Living Trust U/A/D January 15, 1997. He has shared voting and dispositive power over 162,629 shares held of record by Strome Dynasty, 46,103 shares held of record by Strome Mezzanine and 1,531,394 shares held of record by Strome Mezzanine II. He also has shared voting and dispositive power over a warrant held by Strome Mezzanine II, including its underlying shares. The warrant has a provision prohibiting its exercise beyond a number of shares that would cause the beneficial ownership of its holder (including its affiliates) to exceed 4.99% of the outstanding shares following such exercise. As such, the warrant is exercisable for up to 375,887 shares within 60 days of November 14, 2022.
Strome Investment Management, LP, a Delaware limited partnership, is the general partner of Strome Mezzanine and Strome Mezzanine II, and Strome Group, Inc., a Delaware corporation, is the general partner of Strome Investment Management, LP. Mr. Strome is the sole director, president and chief executive officer of Strome Group, Inc. and is also the Manager of Strome Dynasty. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Agreement of the Reporting Persons dated May 16, 2025, filed as Exhibit 99.1 to this Schedule 13G/A. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)