Curis terminates $100M prospectus, registers $8.14M share offering

Rhea-AI Filing Summary

Curis, Inc. filed a prospectus supplement under its existing shelf registration to offer and sell up to $8,137,047 of its common stock through an Amended and Restated Sales Agreement with Cantor Fitzgerald & Co. and JonesTrading Institutional Services LLC acting as agents. The Shares are registered under the companys Registration Statement and will be offered only by means of the Prospectus Supplement.

The company notified the agents that it terminated a prior prospectus related to an offering of up to $100.0 million, while confirming the Sales Agreement remains in full force and effect. Wilmer Cutler Pickering Hale and Dorr LLP provided a legal opinion and consent included as exhibits. This filing documents terms for a potential equity offering and the related legal opinions; it does not itself constitute a sale of securities.

Positive

• Registered offering of up to $8,137,047 of common stock provides a defined mechanism to raise capital
• Sales Agreement remains in full force, preserving the companys ability to sell shares through Cantor Fitzgerald and JonesTrading
• Legal opinion and consent from Wilmer Cutler Pickering Hale and Dorr LLP are included as exhibits

Negative

• Prior prospectus related to an offering of up to $100.0 million was terminated, reducing the previously disclosed potential offering size
• Current prospectus supplement is limited to $8,137,047, a substantially smaller registered amount than the prior prospectus

Insights

Financial Analyst

TL;DR Registered a targeted equity sale for $8.14M while terminating a prior $100M prospectus; routine financing action, neutral near term.

The prospectus supplement explicitly registers up to $8,137,047 of common stock for issuance under the existing Amended and Restated Sales Agreement with Cantor and JonesTrading. The filing confirms the Sales Agreement remains active despite termination of a prior prospectus tied to a $100.0 million potential offering. From a capital markets perspective, this creates a defined, limited avenue for immediate issuance rather than a broad $100M shelf; the document focuses on registration mechanics and legal clearance rather than executed financings.

Corporate Governance Expert

TL;DR Filing documents legal and procedural steps for a capped share offering and includes counsels opinion and consent.

The inclusion of an opinion and consent from Wilmer Cutler Pickering Hale and Dorr LLP (Exhibit 5.1 and 23.1) indicates standard legal clearance for the registered Shares. The exhibit structure and the statement that offerings will be made only by means of the Prospectus Supplement reflect routine governance and disclosure procedures for equity issuance. Termination of the prior prospectus related to a $100.0 million potential offering is a notable procedural change recorded in this report.

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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): August 8, 2025

Curis, Inc.

(Exact Name of Registrant as Specified in 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 8.01. Other Events.

On August 8, 2025, Curis, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) under the Company’s universal shelf registration statement on Form S-3 (File No. 333-276950) that was originally filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2024 and was declared effective by the SEC on April 12, 2024 (the “Registration Statement”), relating to the offer and sale of a total of up to $8,137,047 of shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to an Amended and Restated Sales Agreement, dated February 8, 2024, between the Company and Cantor Fitzgerald & Co. (“Cantor”) and JonesTrading Institutional Services LLC (“Jones”), as agents (the “Sales Agreement”).

As previously disclosed, on July 1, 2025, the Company notified Cantor and Jones that it was terminating a prior prospectus filed with the SEC on February 8, 2024 and dated April 12, 2024 related to the offer and sale of shares of the Company’s common stock having an aggregate offering price of up to $100.0 million pursuant to the Sales Agreement. The Sales Agreement remained in full force and effect.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings for the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number						Description
5.1						Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1						Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above)
104						Cover Page Interactive Data File (embedded within the InLine XBRL document)

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:			August 8, 2025			By:			/s/ Diantha Duvall
									Diantha Duvall
									Chief Financial Officer

FAQ

What did Curis (CRIS) file in this 8-K?

Curis filed a prospectus supplement under its shelf registration to offer and sell up to $8,137,047 of common stock pursuant to an Amended and Restated Sales Agreement with Cantor Fitzgerald & Co. and JonesTrading Institutional Services LLC.

How much equity is being registered for potential sale?

The prospectus supplement registers up to $8,137,047 of the companys common stock.

Did Curis cancel any previous offering authority?

Yes. The company notified its agents that it terminated a prior prospectus related to an offering of up to $100.0 million.

Who are the agents under the Sales Agreement?

The agents named are Cantor Fitzgerald & Co. and JonesTrading Institutional Services LLC.

Are the Shares registered and is there legal counsel sign-off?

Yes. The Shares are registered pursuant to the Registration Statement and Wilmer Cutler Pickering Hale and Dorr LLP provided a legal opinion and consent included as exhibits.

Does this 8-K itself sell any shares?

No. The filing states it does not constitute an offer to sell or the solicitation of an offer to buy securities; offerings will be made only by means of the Prospectus Supplement.