SC 13G/A

Names of Reporting Person.

Ayub Khattak

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

United States of America

SC 13G/A 1 d774167dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

CUE HEALTH INC.

(Name of Issuer)

Common stock, $0.0001 par value per share

(Title of Class of Securities)

229790100

(CUSIP Number)

December 31, 2023

(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)

*	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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 229790100

(1)	Includes 11,188,671 shares of common stock and 447,495 shares of common stock subject to outstanding options which are exercisable within 60 days of December 31, 2023.

(2)

Percentage ownership based on 154,632,057 shares of common stock of the Issuer outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023, and assumes that the 11,636,166 shares of common stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i).

Item 1.

(a)

Name of Issuer:

Cue Health Inc.

(b)

Address of Issuer’s Principal Executive Offices:

4980 Carroll Canyon Road, Suite 100

San Diego, California 92121

Item 2.

(a)

Name of Person Filing:

Each of the following is a reporting person (“Reporting Person”):

Ayub Khattak

(b)

Address of Principal Business Office or, if none, Residence:

The address for the principal business office of Mr. Khattak is:

c/o Cue Health Inc.

4980 Carroll Canyon Road, Suite 100

San Diego, California 92121

(c)

Citizenship of Natural Persons and Corporations:

Reference is made to the response to item 4 on page 2 of this Schedule 13G (this “Schedule”), which response is incorporated herein by reference.

(d)

Title of Class of Securities:

Common stock, par value $0.0001 per share

(e)

CUSIP Number:

229790100

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:

Not applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Reference is hereby made to the responses to items 5-9 and 11 of page 2 of this Schedule, which responses are incorporated herein by reference.

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 Which 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

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2024

AYUB KHATTAK

/s/ Ayub Khattak