M28 Capital Management LP and Marc Elia report beneficial ownership of 620,167 shares of Curis common stock, representing 5.9% of the outstanding class when assuming exercise of reported warrants. The reported stake includes 99,108 shares issuable upon exercise of warrants, and the percentage is calculated using an aggregate share base of 10,561,358 shares.
The filing shows the reporting persons possess only shared voting and dispositive power over these shares, and it certifies the holdings were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control.
Positive
Disclosure of a >5% stake (5.9%) by M28 Capital and Marc Elia, increasing transparency for investors
Position includes 99,108 shares issuable upon exercise of warrants, clarifying potential future ownership
Filing certifies holdings were acquired in the ordinary course and not to influence control, indicating passive intent
Negative
None.
Insights
TL;DR A passive investor disclosed a material 5.9% position, including warrants; no sole control claimed.
The Schedule 13G/A indicates M28 Capital and Marc Elia collectively hold 620,167 shares, equal to 5.9% of Curis on a fully assumed basis including 99,108 warrant-derived shares. Ownership is reported as shared voting and dispositive power only, consistent with a passive investment under Rule 13d-1(b). The filing’s certification that the stake was acquired in the ordinary course and not to influence control reduces the likelihood of near-term activist engagement.
TL;DR A significant minority holding disclosed with shared control; governance impact appears limited.
From a governance perspective, a 5.9% position is sizable but below a controlling threshold. The absence of sole voting or dispositive power and the explicit certification that the position is not intended to change control suggest limited immediate influence on board or strategic decisions. The inclusion of warrants (99,108 shares) is material to potential dilution and should be monitored, but the filing conveys passive intent.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CURIS INC
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
231269309
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
231269309
1
Names of Reporting Persons
M28 Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
620,167.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
620,167.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
620,167.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 99,108 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP No.
231269309
1
Names of Reporting Persons
Marc Elia
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
620,167.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
620,167.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
620,167.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 99,108 shares of Common Stock issuable upon exercise of warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CURIS INC
(b)
Address of issuer's principal executive offices:
128 Spring Street, Building C, Suite 500, Lexington, MA 02421
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) M28 Capital Management LP ("M28 Capital") with respect to the shares of common stock, par value $0.01 per share (the "Common Stock") of Curis, Inc. (the "Company") and shares of Common Stock issuable upon exercise of warrants held by M28 Capital Master Fund LP (the "M28 Fund") to which it acts as investment manager; and
(ii) Marc Elia, the Chief Investment Officer of M28 Capital and Managing Member of M28 Capital Management GP LLC, the general partner of M28 Capital ("Mr. Elia", together with M28 Capital and M28 Capital Management GP, LLC, the "M28 Parties"), with respect to the shares of Common Stock and shares of Common Stock issuable upon exercise of warrants held by the M28 Fund.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the M28 Parties is 700 Canal Street, Stamford, CT 06902.
(c)
Citizenship:
M28 Capital is a Delaware limited partnership. Mr. Elia is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
231269309
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 10,561,358 shares of Common Stock outstanding as of May 2, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 6, 2025, and assumes the exercise of the warrants reported herein.
(b)
Percent of class:
5.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The M28 Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
M28 Capital Management LP
Signature:
/s/ Christopher M. Taliercio
Name/Title:
Christopher M. Taliercio, President & Chief Compliance Officer, By: M28 Capital Management GP LLC
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