Curis (CRIS) CMO acquires Series B preferred stock and warrant package

Rhea-AI Filing Summary

Curis Inc’s CMO, Ahmed Hamdy, reported new equity-linked awards. He acquired 50 shares of Series B Convertible Preferred Stock, which automatically convert into 66,667 shares of common stock at 5 p.m. Eastern Time on March 20, 2026, subject to stated beneficial ownership limits.

He also received 66,667 Series A Warrants, 66,667 Series B Warrants and 66,667 Series C Warrants, each initially exercisable for common stock at an exercise price of $0.75 per share. The securities were sold at $1,000 per Security to him and became exercisable following requisite stockholder approval and a certificate of amendment filing. The Series B Warrants have a termination date tied to dosing the fifth patient in a Phase 2 emavusertib trial and may have their exercise price reset, within limits, if the stock trades below $0.75 at that time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hamdy Ahmed MD

(Last) (First) (Middle)

128 SPRING STREET

BUILDING C - SUITE 500

(Street)

LEXINGTON MASSACHUSETTS 02421

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CURIS INC [ CRIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CMO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	03/17/2026		A		50		(1)	(1)	Common Stock	66,667	(2)	50	D
Series A Warrant (right to buy)	$0.75	03/17/2026		A		66,667		(3)	01/08/2031	Common Stock	66,667	(2)	66,667	D
Series B Warrant (right to buy)	$0.75(4)	03/17/2026		A		66,667		(4)	(4)	Common Stock	66,667	(2)	66,667	D
Series C Warrant (right to buy)	$0.75	03/17/2026		A		66,667		(5)	07/08/2027	Common Stock	66,667	(2)	66,667	D

Explanation of Responses:

1. 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).

2. 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.

3. 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.

4. 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.

5. The Series C Warrants became immediately exercisable following the receipt of Requisite Stockholder Approval and the Certificate of Amendment Filing on March 17, 2026.

Remarks:

	/s/ Diantha Duvall, Attorney-in-fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Curis (CRIS) CMO Ahmed Hamdy acquire in this Form 4 filing?

Ahmed Hamdy acquired 50 Series B Convertible Preferred66,667 Series A, 66,667 Series B and 66,667 Series C Warrants. These securities are all linked to Curis common stock and provide potential future equity exposure under specified conversion and exercise terms.

How many Curis (CRIS) common shares can the new preferred stock convert into?

Each share of Series B Convertible Preferred Stock converts into 1,333.33 common shares. With 50 preferred shares, Ahmed Hamdy’s position is convertible into 66,667 common shares, automatically at 5 p.m. Eastern Time on March 20, 2026, subject to beneficial ownership limitations.

What are the key terms of the Curis (CRIS) Series A, B and C Warrants?

The Series A, B and C Warrants each cover 66,667 shares of Curis common stock at an exercise price of $0.75 per share. They became exercisable after requisite stockholder approval and a certificate of amendment filing, with additional timing and reset features for the Series B Warrants.

How is the exercise price of Curis (CRIS) Series B Warrants potentially reset?

The Series B Warrants terminate 30 days after Curis announces dosing the fifth patient in a Phase 2 emavusertib trial. If the common stock closing price is below $0.75 then, the exercise price resets to that price but not below 50% of the initial exercise price.

At what price were the Curis (CRIS) securities sold to Ahmed Hamdy?

Each bundled Security, consisting of one Series B Preferred share plus related Series A, B and C Warrants, was sold to Ahmed Hamdy at a purchase price of $1,000.00. This price applies per Security, not per underlying common share or warrant.

When do the Curis (CRIS) Series A and Series C Warrants held by the CMO expire?

The Series A Warrants became immediately exercisable on March 17, 2026, while the Series C Warrants also became exercisable then and are scheduled to expire on July 8, 2027. The filing does not state an explicit expiration date for the Series A Warrants.