CURIS INC

Current report

We will require substantial funds to maintain our research and development program and support operations in the near term. We have incurred losses and negative cash flows from operations since our inception. As of June 30, 2026, we had $5.1 million in cash and cash equivalents. In August 2026, we completed the August 2026 Public Offering for estimated net proceeds of approximately $4.8 million. Based upon our current operating plan, we believe that our $5.1 million of existing cash and cash equivalents as of June 30, 2026, together with the estimated net proceeds of approximately $4.8 million from the August 2026 Public Offering, should enable us to fund our existing operations into the fourth quarter of 2026. We have based this assessment on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. Based upon our current cash and cash equivalents, recurring losses and cash outflows from operations since inception, an expectation of continuing losses and cash outflows from operations for the foreseeable future and the need to raise additional capital to finance our future operations, we have concluded that we do not have sufficient cash on hand to support current operations beyond the next 12 months from the date of filing this Quarterly Report on Form 10-Q.

Current report

We will require substantial additional funding to fund the development of emavusertib through regulatory approval and commercialization, and to support our continued operations. We will need to seek additional funding through a number of potential avenues, including private or public equity financings, collaborations, or other strategic transactions. We have faced and expect to continue to face substantial difficulties in raising capital. If sufficient funds are not available, we will have to delay, reduce the scope of, or eliminate our research and development program for emavusertib, including related clinical trials and operating expenses, potentially delaying the time to market for or preventing the marketing of emavusertib, which would adversely affect our business prospects and our ability to continue our operations, and would have a negative impact on our financial condition and ability to pursue our business strategies. In addition, we may seek to engage in one or more strategic alternatives, such as a strategic partnership with one or more parties, the licensing, sale or divestiture of some of our assets or proprietary technologies or the sale of our company, but there can be no assurance that we would be able to enter into such a transaction or transactions on a timely basis or on terms favorable to us, or at all. If we are unable to obtain sufficient capital, we would be unable to fund our operations and may be required to evaluate alternatives, which could include dissolving and liquidating our assets or seeking protection under the bankruptcy laws, and a determination to file for bankruptcy could occur at a time that is earlier than when we would otherwise exhaust our cash resources. If we decide to dissolve and liquidate our assets or to seek protection under the bankruptcy laws, it is unclear to what extent we would be able to pay our obligations, and, accordingly, it is further unclear whether and to what extent any resources would be available for distributions to stockholders.

Current report

If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried, and it is likely that investors will lose all or a part of their investment. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide funding to us on commercially reasonable terms, if at all.

Current report

On July 24, 2026, we received a notice from Nasdaq indicating that we have regained compliance with the minimum bid price requirement of the Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2). However, we are subject to a Discretionary Panel Monitor for a one-year period from July 24, 2026.

Current report

If we fail to maintain our current compliance with any continued listing requirement, the Staff will issue a Delist Determination Letter, and we would promptly schedule a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. Notwithstanding Rule 5810(c)(2), we will not be permitted to provide Staff with a plan of compliance with respect to any deficiency that arises during the monitor period, and Staff will not be permitted to grant additional time for us to regain compliance with respect to any deficiency. The Hearings Panel will consider our compliance history when rendering its decision. However, there can be no assurance that such appeal will be successful or that the Company will remain listed on Nasdaq.

Current report

Our July 2026 Reverse Stock Split may decrease the liquidity of our common stock.

Current report

On July 6, 2026, we effected a 1-for-20 reverse stock split of our common stock, or the Reverse Stock Split. The liquidity of our common stock may be adversely affected by the Reverse Stock Split given the reduced number of shares outstanding following the Reverse Stock Split, which may lead to reduced trading and a smaller number of market makers for our common stock, particularly if the per-share trading price does not increase as a result of the Reverse Stock Split. In addition, the Reverse Stock Split may have increased the number of stockholders who own “odd lots” of less than 100 shares of our common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots may be higher than the costs of transactions in “round lots” of even multiples of 100 shares.

Current report

Following the Reverse Stock Split, the resulting per-share trading price of our common stock may fail to attract or retain investors and may not satisfy the investing guidelines of institutional investors and, consequently, the trading liquidity of our common stock may be adversely impacted.

Current report

(a)

Current report

Securities Purchase Agreement

Current report

On August 14, 2026, the Company consummated a public offering under a securities purchase agreement, dated August 12, 2026 (the “Purchase Agreement”), with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue: (i) 335,001 shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”) and or in lieu of Shares to certain investors, pre-funded warrants to purchase up to an aggregate of 3,398,333 shares of Common Stock (the “Pre-Funded Warrants”), at an exercise price of $0.01 per share, and (ii) warrants (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”) to purchase up to an aggregate of 3,733,334 shares of Common Stock, at an exercise price of $1.75 per share (collectively referred to as the “August 2026 Public Offering”). The combined purchase price for one Share and the associated Common Warrant was $1.50. The combined purchase price for one

Current report

Pre-Funded Warrant and the associated Common Warrant was $1.49. The aggregate gross proceeds to the Company from the Offering were approximately $5.5 million, before deducting fees payable to the placement agents and other estimated offering expenses payable by the Company, and excluding the proceeds from any exercise of the Pre-Funded Warrants or Common Warrants.

Current report

The Company engaged Alliance Global Partners as lead placement agent and Laidlaw & Company (UK) Ltd. as co-placement agent in the August 2026 Public Offering. Pursuant to a Placement Agency Agreement entered into by and among the Company and the placement agents (the “Placement Agency Agreement”), the Company has agreed to pay to the placement agents collectively a cash fee of approximately $0.4 million, as well as reimburse the placement agents’ reasonable and documented out-of-pocket expenses incurred in connection with the August 2026 Public Offering in an aggregate amount not to exceed $0.1 million.

Current report

The Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations and other obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Current report

The foregoing descriptions of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such Purchase Agreement and Placement Agency Agreement, copies of which are filed herewith as Exhibit 10.4 and Exhibit 10.5, respectively.

Current report

Warrants

Current report

Each Pre-Funded Warrant sold is exercisable immediately upon issuance and continuing through and including the date the Pre-Funded Warrant is exercised in full. Each Common Warrant sold is exercisable immediately upon issuance and has a term of five years from the date of issuance.

Current report

Under the terms of the Pre-Funded Warrants and Common Warrants, the Company may not effect the exercise of any Warrant, and a holder does not have the right to exercise any portion of any Warrant if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) would exceed 4.99% or 9.99%, as elected by the holder at the date of issuance, of the number of shares of Company’s Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant, which percentage may be increased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such warrants, provided that such percentage may in no event exceed 19.99%, as elected by the holder at the date of issuance.

Current report

In certain circumstances, upon a fundamental transaction (as described in the Warrants, and generally including any reclassification, reorganization or recapitalization of the Common Stock, the sale, lease, license, assignment, conveyance, transfer or other disposition of all or substantially all of the Company’s assets, the Company’s consolidation or merger with or into another person in which the Company is not the surviving entity, the acquisition of more than 67% of the Company’s outstanding Common Stock, or any person or group becoming the beneficial owner of 67% of the voting power of the Company’s outstanding Common Stock and in connection with such transaction the Common Stock is converted into or exchanged for other securities, cash or property), the holders of the Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction.

Current report

Notwithstanding anything to contrary, upon certain fundamental transactions, the holders of the Common Warrants have the right to require the Company or a successor entity to repurchase such warrants at their fair value using a Black Scholes option pricing formula; provided that (i) the fundamental transaction is not approved by the Board of Directors of the Company, and therefore not within the Company’s control, and (ii) the alternate consideration payable to holders of Common Stock in such fundamental transaction consists of equity securities of the successor or acquirer that are quoted or listed on a nationally recognized securities exchange, then the holder of the Common Warrants shall only be entitled to receive the same type or form of consideration (and in the same proportion), determined in accordance with the Black Scholes option pricing formula.

Current report

The foregoing descriptions of the form of Pre-Funded Warrant and form of Common Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Pre-Funded Warrant and Common Warrant, copies of which are filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively.

Previous report

In the past we have, from time to time, received deficiency letters from Nasdaq as a consequence of our failure to satisfy such requirements. On February 3, 2026, we received written notice from Nasdaq indicating that we regained compliance with Nasdaq Listing Rule 5550(b)(2), or MVLS Rule, and was in full compliance with the terms set forth by the Nasdaq Hearings Panel, or Panel. However, we would remain subject to a Discretionary Panel Monitor for a period of one-year. If, within the one-year monitoring period, the Staff finds us again out of compliance with any of Nasdaq’s Listing Rules, the Staff will issue a Delist Determination Letter and we would have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable, and we would have the opportunity to respond/present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C).

Previous report

On April 27, 2026, we received a Delist Determination Letter from the Staff notifying us that the bid price for our common stock had closed for the last 30 consecutive business days below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2), or Bid Price Rule, and our securities will be scheduled for delisting from Nasdaq and suspended at the opening of trading on May 6, 2026 unless we timely appeal the Staff’s delisting determination by requesting a hearing with the initial Panel or a new Hearings Panel. On May 4, 2026, we requested a hearing which stayed any further delisting actions.

Previous report

(a)None