Curis SEC Filings

Curis Inc. President & CEO James E. Dentzer reported awards of preferred stock and warrants linked to Curis common shares. He received 100 shares of Series B Convertible Non-Redeemable Preferred Stock, with each preferred share automatically converting into 1,333.33 common shares for no additional consideration at 5 p.m. Eastern Time on March 20, 2026, subject to Beneficial Ownership Limitations.

He was also granted a Series A Warrant, a Series B Warrant and a Series C Warrant, each covering 133,333 shares of common stock at an exercise price of $0.75 per share and issued at no cost. The Series A and Series C Warrants became immediately exercisable after Requisite Stockholder Approval and a Certificate of Amendment filing on March 17, 2026. The Series B Warrants became immediately exercisable after the same approvals and will terminate 30 days after the company announces dosing of the fifth patient in its Phase 2 emavusertib trial, with a possible reset of the exercise price and a 30-day extension if the stock price is below $0.75 on that Initial Termination Date.

CURIS INC director Marc Rubin reported grants of new preferred stock and warrants linked to common shares. On March 17, 2026, he received 20 shares of Series B Convertible Preferred Stock, which automatically convert into 26,667 shares of common stock for no additional payment at 5 p.m. Eastern Time on March 20, 2026, subject to stated beneficial ownership limits.

He was also granted Series A, Series B and Series C warrants, each for 26,667 common shares at an exercise price of $0.75 per share. The Series A and Series C warrants became immediately exercisable upon receipt of required stockholder approval and a certificate of amendment filing, while the Series B warrants are exercisable on similar conditions but have a termination date tied to dosing milestones in a Phase 2 clinical trial and may have their exercise price reset and term extended based on the stock price at that milestone.

Curis, Inc. stockholders approved a major increase in the company’s authorized capital and a new long-term equity incentive plan at a special meeting held as a virtual conference.

The amendment to the Restated Certificate of Incorporation raises authorized capital stock from 73,343,750 to 288,757,150 shares and authorized common stock from 68,343,750 to 283,757,150 shares. Stockholders also approved the 2026 Incentive Plan, initially covering 6,407,374 shares plus up to 3,474,867 additional shares from expiring or forfeited prior awards, an annual “evergreen” increase of up to 5% of specified equity outstanding from 2027 through 2036, and up to 25,000,000 shares for incentive stock options. In accordance with Nasdaq Listing Rules 5635(c) and (d), they approved issuing common shares upon conversion of Series B Preferred Stock and exercises of Series A, B and C Warrants (or in some cases pre-funded warrants).

Curis, Inc. is calling a virtual special stockholder meeting on March 17, 2026 to vote on several major capital and compensation proposals. Stockholders will decide whether to amend the certificate of incorporation to increase authorized capital stock from 73,343,750 to 288,757,150 shares, including an increase in authorized common stock from 68,343,750 to 283,757,150 shares. They will also vote on approving, under Nasdaq rules, the issuance of up to 26,926,675 shares of common stock upon conversion of 20,195 shares of Series B preferred stock and up to 80,780,025 shares upon exercise of Series A, B and C warrants issued in a January 2026 PIPE financing, all at a $0.75 exercise price. The PIPE has already delivered about $20.2 million in gross proceeds and could add approximately $60.6 million if all warrants are exercised. A new 2026 Incentive Plan is proposed with an initial 6,407,374-share pool plus a rollover from the prior plan and an evergreen feature of up to 5% of fully diluted equity per year through 2036. The board also seeks authority to adjourn the meeting if needed to obtain sufficient votes and recommends voting FOR all proposals.

Curis Inc. Schedule 13G/A: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 1,336,876 shares, representing 9.99% of Curis common stock as of 12/31/2025.

The filing states Armistice Capital exercises shared voting and dispositive power over those 1,336,876 shares; the Master Fund is the direct holder and may receive dividends or sale proceeds.

Curis, Inc. is registering 107,706,700 shares of common stock for resale by investors who participated in a January 2026 private financing. These shares come from Series B preferred stock and Series A, B and C warrants (or related pre-funded warrants) that can convert into common stock.

The company will not receive proceeds from investors’ resale of these shares, though it will receive cash if warrants are exercised. Curis is a biotechnology company developing emavusertib, an oral IRAK4 and FLT3 inhibitor being studied in lymphoma and chronic lymphocytic leukemia. Its stock trades on Nasdaq under the symbol CRIS.

Curis, Inc. is calling a virtual special stockholder meeting on March 17, 2026 to approve several actions tied to a recent financing and future equity grants. The board asks investors to increase authorized capital stock from 73,343,750 to 288,757,150 shares, including common stock from 68,343,750 to 283,757,150 shares, to support existing and potential issuances.

Stockholders are also asked to approve, under Nasdaq rules, issuing up to 26,926,675 common shares upon conversion of January 2026 Series B preferred stock and up to 80,780,025 shares on exercise of Series A, B and C warrants from a $20.2 million PIPE financing, which could add about $60.6 million in gross proceeds if all warrants are exercised for cash. A new 2026 Incentive Plan would authorize 6,407,374 fresh shares plus recycling of certain expiring awards and an annual “evergreen” increase, replacing the 2010 plan. The board stresses that failure of Proposals 1 and 2 would leave the preferred non‑convertible, the warrants non‑exercisable, restrict further equity issuance under the purchase agreement, and require repeated stockholder meetings, while approval enables needed capital access but materially increases potential dilution.

Curis, Inc. reports that it has regained compliance with Nasdaq Listing Rule 5550(b)(2), meaning its common stock currently meets Nasdaq’s minimum market value of listed securities requirement and the terms set by a Nasdaq Hearings Panel.

Under Nasdaq Listing Rule 5815(d)(4)(A), Curis will remain under a one-year discretionary Panel monitoring period. If it falls out of compliance with any Nasdaq listing rule during this time, it will not receive a cure period or extra time to fix the issue. Instead, Nasdaq staff would issue a delisting determination, after which Curis could request a new hearing, and its securities may ultimately be delisted from Nasdaq.

M28 Capital Management LP and Marc Elia report beneficial ownership of 620,167 shares of Curis Inc. common stock, equal to 4.8% of the class based on 12,928,853 shares outstanding as of November 4, 2025. This amount includes 99,108 shares issuable upon exercise of warrants held through M28 Capital Master Fund LP.

The reporting persons state they share voting and dispositive power over all 620,167 shares and have no sole voting or dispositive power. They certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Curis. This Amendment No. 2 is being filed to voluntarily exit the Schedule 13G reporting system after their ownership fell to 5 percent or less of the outstanding shares.