CURIS INC

Item 5. OTHER INFORMATION

(a)

Securities Purchase Agreement

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

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.

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.

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.

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.

Warrants

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.

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.

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.

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.

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.

(b)None

(c)Director and Executive Officer Trading Arrangements

During the second quarter of 2026, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated a "Rule 10b5-1 trading arrangement” and/or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).