CURIS INC·4

Mar 18, 4:21 PM ET

Duvall Diantha 4

4 · CURIS INC · Filed Mar 18, 2026

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Curis (CRIS) CFO Diantha Duvall Receives Preferred Stock & Warrants

What Happened

  • Diantha Duvall, Chief Financial Officer of Curis, Inc. (CRIS), acquired derivative securities on March 17, 2026. The Form 4 shows acquisition of 50 Securities (recorded as 50 Series B Convertible Non‑Redeemable Preferred shares and three derivative entries of 66,666 each representing the Series A, B and C warrants).
  • Each “Security” was sold to the reporting person at $1,000 per Security, so the purchase price was $1,000 x 50 = $50,000. The entries are derivative instruments: the Series B Preferred automatically converts into common stock (1,333.33 common shares per preferred share), and each warrant covers 1,333.33 common shares. If all convert/exercise, the instruments would represent roughly 266,664 common shares in aggregate (approx. 66,666 common shares from the preferred + ~66,666 from each of the three warrants).

Key Details

  • Transaction date: March 17, 2026. Form filed: March 18, 2026 (timely).
  • Price paid: $1,000 per Security; total reported cash outlay = $50,000.
  • Instrument counts reported: 50 (Series B Preferred) and 66,666 each (Series A Warrants, Series B Warrants, Series C Warrants) — these 66,666 figures reflect the common‑share equivalents (1,333.33 per instrument × 50).
  • Shares owned after transaction: Not specified in the data provided on the Form 4.
  • Notable footnotes/highlights from the filing:
    • Series B Preferred automatically converts into common at 5:00 p.m. ET on March 20, 2026 (subject to the Certificate of Designations and beneficial‑ownership limits).
    • Each Security was sold to the reporting person at $1,000 (per Security).
    • Series A and Series C warrants became immediately exercisable on March 17, 2026.
    • Series B warrants are exercisable but have special termination and potential exercise‑price reset mechanics tied to a clinical trial milestone (see filing); exercise price cannot be reduced to less than 50% of the initial price.
  • Filing status: No late filing flag noted.

Context

  • These were acquisitions of convertible preferred stock and attached warrants (derivative securities), not open‑market purchases of common shares. The preferred will automatically convert to common on March 20 (subject to limits), and two warrant series are immediately exercisable while the Series B warrant contains milestone/expiration conditions. Such derivative/grant transactions can quickly increase potential common share exposure if converted or exercised, but they are not the same as an outright purchase of common stock.

Insider Transaction Report

Form 4
Period: 2026-03-17
Transactions
  • Award

    Series B Convertible Preferred Stock

    [F1][F2]
    2026-03-17+5050 total
    Common Stock (66,666 underlying)
  • Award

    Series A Warrant (right to buy)

    [F2][F3]
    2026-03-17+66,66666,666 total
    Exercise: $0.75Exp: 2031-01-08Common Stock (66,666 underlying)
  • Award

    Series B Warrant (right to buy)

    [F4][F2]
    2026-03-17+66,66666,666 total
    Exercise: $0.75Common Stock (66,666 underlying)
  • Award

    Series C Warrant (right to buy)

    [F2][F5]
    2026-03-17+66,66666,666 total
    Exercise: $0.75Exp: 2027-07-08Common Stock (66,666 underlying)
Footnotes (5)
  • [F1]Each share of Series B Convertible Non-Redeemable Preferred Stock ("Series B Preferred Stock") automatically converts into 1,333.33 shares of Common Stock for no additional consideration at 5 p.m. Eastern Time on March 20, 2026, subject to the terms of the Certificate of Designations, Preferences and Rights of Series B Convertible Non-Redeemable Preferred Stock of Curis, Inc. (the "Certificate of Designations") and subject to the applicable Beneficial Ownership Limitations (as defined in the Certificate of Designations).
  • [F2]Each share of Series B Preferred Stock was sold together with a Series A Warrant to purchase 1,333.33 shares of Common Stock, a Series B Warrant to purchase 1,333.33 shares of Common Stock and a Series C Warrant to purchase 1,333.33 shares of Common Stock (collectively, a "Security"). The Securities were sold at a purchase price of $1,000.00 per Security to the Reporting Person.
  • [F3]Each Series A Warrant became immediately exercisable following the receipt of Requisite Stockholder Approval and the Certificate of Amendment Filing (each as defined in the Series A Warrant) on March 17, 2026.
  • [F4]The Series B Warrants became immediately exercisable following the receipt of Requisite Stockholder Approval and the Certificate of Amendment Filing (each as defined in the Series B Warrant) and will terminate upon the 30th calendar day following date on which the Company publicly announces that the fifth patient has been dosed in the Company's Phase 2 clinical trial of emavusertib in combination with an approved Bruton Tyrosine Kinase Inhibitor in chronic lymphocytic leukemia ("Initial Termination Date"). If the closing sale price of the Company's Common Stock at the Initial Termination Date is below $0.75 (the "Exercise Price"), such Exercise Price will be reset to the closing sale price of the Company's Common Stock on the Initial Termination Date (provided that the Exercise Price will not be reduced to less than 50% of the initial Exercise Price) and the Initial Termination Date will be extended an additional 30 days.
  • [F5]The Series C Warrants became immediately exercisable following the receipt of Requisite Stockholder Approval and the Certificate of Amendment Filing on March 17, 2026.
Signature
/s/ Diantha Duvall|2026-03-18

Documents

1 file
  • 4
    wk-form4_1773865293.xmlPrimary

    FORM 4