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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported):
November 2, 2026
Curis, Inc.
(Exact Name of Registrant as Specified in
its Charter)
| Delaware | 000-30347 | 04-3505116 |
(State or Other Jurisdiction of
Incorporation) | (Commission
File
Number) | (I.R.S.
Employer Identification
Number) |
128 Spring Street, Building C - Suite 500,
Lexington, MA 02421
(Address of Principal Executive Offices) (Zip
Code)
(617) 503-6500
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, Par Value $0.01 per share |
|
CRIS |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On November 2, 2026, Curis, Inc. (the “Company”)
received a letter (the “Delist Determination Letter”) from the Listing Qualifications Staff (the “Staff”) of The
Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the bid price for
the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital
Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). As the Company effected a 1-for-20 reverse
stock split on July 6, 2026, the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) due
to the fact that, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company has effected a reverse stock split over the prior one-year
period or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to
one. Additionally, following the Nasdaq Hearings Panel’s (the “Panel”) decision, dated July 24, 2026, the Company
is subject to a Discretionary Panel Monitor under Listing Rule 5815(d)(4)(A) for a period of one year (the “Panel Monitor”).
The Company intends to make a timely request for a new hearing with the initial Panel or a newly convened Panel if the initial Panel is
unavailable, which will stay any further delisting actions. However, there can be no assurance that such appeal will be successful or
that the Company will remain listed on Nasdaq.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation,
any statements with respect to the Company’s intent to appeal the Delist Determination Letter, ability to receive a hearing with
any Panel or its ability to suspend or delay its delisting from Nasdaq. Forward-looking statements may contain the words "believes,"
"expects," "anticipates," "plans," "intends," "seeks," "estimates," "assumes,"
"predicts," "projects," "targets," "will," "may," "would," "could,"
"should," "continue," "potential," "focus," "strategy," "mission," or similar
expressions. Actual results may differ materially from those indicated by such forward-looking statements. Important factors that could
cause actual results to differ materially from those in these forward-looking statements include, but are not limited to, risks referenced
in Item 1A, “Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31,
2025, as such factors may be updated from time to time in other filings that the Company periodically makes with the SEC including, but
not limited to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026. In addition,
any forward-looking statements represent the views of the Company only as of the date of this Current Report on Form 8-K and should
not be relied upon as representing the Company’s views as of any subsequent date. The Company disclaims any intention or obligation
to update any of the forward-looking statements after the date of this Current Report on Form 8-K whether as a result of new information,
future events or otherwise, except as may be required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
Curis, Inc. |
| |
|
|
| Date: |
November 6, 2026 |
By: |
/s/ Diantha Duvall |
| |
|
|
Diantha Duvall |
| |
|
|
Chief Financial Officer |
