CURIS INC 8-K

What Happened

• Curis, Inc. announced on January 7, 2026 that it entered into a Securities Purchase Agreement for a private placement (PIPE) expected to close on or about January 8, 2026. The deal will sell 20,195 shares of Series B convertible non‑redeemable preferred stock together with Series A, B and C warrants (one “Security” per preferred share) at $1,000 per Security.
• Initial gross proceeds to Curis are approximately $20.2 million on closing, and the financing could produce up to ~ $80.8 million if all warrants are exercised. Warrants have a $0.75 per‑share exercise price (pre‑funded warrant alternative available), and Laidlaw & Company (UK) Ltd. is sole placement agent. Several company insiders (CEO, CFO, CMO, CDO and a director) participated as purchasers.

Key Details

• Securities: 20,195 Series B preferred shares sold; each preferred is paired with Series A, B and C warrants representing ~1,333.33 common shares per warrant (total potential common shares ≈80.78M if fully converted/exercised).
• Prices & timing: $1,000 per Security; $0.75 warrant exercise price; expected closing on/around Jan 8, 2026.
• Conversion & approvals: Series B preferred will convert automatically (~1,333 common shares per preferred) only after stockholder approval to increase authorized common shares and permit issuance; conversion subject to beneficial‑ownership limits (4.99% or 9.99% elected by purchaser).
• Warrants & term limits: Series A expires Jan 8, 2031; Series C expires July 8, 2027; Series B term is tied to a clinical trial milestone (dosing of the 5th patient) with special reset/extension mechanics.
• Registration rights: Curis will file a resale registration statement within 45 days of closing; if filing/effectiveness deadlines are missed, Curis may owe liquidated damages equal to 1.0% of a purchaser’s investment per 30‑day period (subject to caps).
• Use of proceeds & runway: Company intends to use net proceeds for R&D, general corporate purposes and working capital. Curis estimates existing cash plus PIPE proceeds (excluding warrant exercise proceeds) will extend cash runway into 2027.

Why It Matters

• This PIPE provides immediate non‑dilutive cash (≈$20.2M at close) and potential additional capital (up to ≈$80.8M) if warrants are exercised — which can fund ongoing clinical programs (notably emavusertib combination trials in CLL and PCNSL).
• Investors should note dilution risk: conversion of preferred and exercise of warrants could substantially increase outstanding common shares; conversions/exercises are subject to stockholder approval and beneficial‑ownership limits, and purchasers may receive pre‑funded warrants to manage those limits.
• The company believes the proceeds will help address Nasdaq listing concerns by supporting stockholders’ equity above the $2.5M alternative threshold, but Nasdaq compliance is not guaranteed.