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Cue Biopharma licenses Ascendant-221 from Ascendant Health, to pay $15.0 million upfront

Tickers CUE

Cue Biopharma agreed to pay a $15.0 million upfront for rights to Ascendant-221, an anti-IgE antibody still in a Phase 2 study run by the licensor's affiliate, and to issue pre-funded warrants for up to 551,724 shares. Milestones could reach $676.5 million, and the company's own release cites a current going concern determination.

Key facts

Company
Cue Biopharma, Inc. (NASDAQ: CUE)
News type
Financings
Primary source
Cue Biopharma, Inc. Form 8-K filed May 1, 2026 (SEC EDGAR)
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Cue Biopharma, Inc. (Nasdaq: CUE) entered into a license agreement on April 30, 2026 with Ascendant Health Sciences Ltd., a Cayman company, for Ascendant-221, a humanized anti-IgE monoclonal antibody. The company reported the deal in a Form 8-K filed May 1, 2026 under Item 1.01, and it issued a press release the same day.

The license

Ascendant Health granted Cue exclusive, sublicensable rights to develop, make and sell Ascendant-221, formerly known as UB-221, and related molecules. The territory is the world except mainland China, Hong Kong, Macau and Taiwan. Cue may end the agreement for any reason. Ascendant Health may end it if Cue does not pay the amounts due on a Phase 2 milestone within the payment period.

The release says a Phase 1 single ascending dose trial has been completed. The efficacy data behind the deal are not Cue's. A Phase 2 dose-ranging study in chronic spontaneous urticaria, run in China by an affiliate of Ascendant Health, is expected to report in the second half of 2026. Cue plans a global Phase 2b trial in food allergy only after that data are reviewed. The release describes the safety profile as favorable, but it gives no safety figures.

Payments to the licensor

Beyond the $15.0 million upfront, Cue may owe up to $676.5 million in milestones and tiered royalties on future sales, from high single-digit to low double-digit percentages. The milestones include $5.0 million on completion of manufacturing technology transfer and $6.5 million on completion of data and know-how transfer. Up to $205.0 million is tied to development and regulatory events, including threshold data from the Phase 2 trial, and up to $460.0 million to commercial events.

If Cue sublicenses within 18 months of the effective date, it must share sublicensing revenue at rates between 20% and 40%. A change of control within the first 18 months would accelerate up to $215.0 million of milestones.

Shares issued to the licensor

Under a securities purchase agreement signed the same day, Cue agreed to issue pre-funded warrants for up to 551,724 shares of common stock at an initial closing expected on or about May 4, 2026. The exercise price is $0.001 per share, and the warrants can be exercised only after Cue stockholders approve the issuance under Nasdaq Rule 5635. Cue agreed to hold a special meeting within 90 days of the initial closing to seek that approval.

A top-up closing depends on specified clinical and financial milestones. Cue would then issue enough shares that Ascendant Health owns no less than 7.5% of its outstanding capital stock, with a value of at least $15.0 million at the Nasdaq closing price on that date.

The $30 million private placement

The same day, Cue agreed to sell pre-funded warrants for up to 2,727,272 shares and accompanying warrants for up to 1,363,636 shares at $11.00 for each pre-funded warrant and accompanying warrant. The pre-funded warrants carry an exercise price of $0.001 and the warrants $11.00. Cue expects gross proceeds of approximately $30 million and net proceeds of approximately $28 million, with closing expected on or about May 4, 2026. The investors include its newly appointed president and chief executive, Shao-Lee Lin, M.D., Ph.D. Newbridge Securities Corporation is the placement agent. Like the licensor's warrants, these cannot be exercised until stockholders approve the issuance under Nasdaq Rule 5635. The 8-K names no underwriter, financial adviser or counsel.

Cash and the going concern warning

The release's forward-looking statements cite a current going concern determination, stating that Cue does not have sufficient capital on hand to continue operations beyond the next twelve months. The 10-K filed March 16, 2026 reports revenue of $27.5 million for 2025, against $9.3 million in 2024. Net loss narrowed to $26.6 million from $40.7 million, and cash used in operations fell to $21.7 million from $36.3 million. Year-end 2024 cash and cash equivalents were $22.5 million.

Leadership change

Lin was appointed president and chief executive and a director on April 27, 2026, and began work on April 30, 2026. She succeeds Lucinda Warren, who resigned as interim president and chief executive. Lin is to receive an annual base salary of $660,000.

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