Quarterly report
Page 1
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-30347 CURIS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 04-3505116 (State or Other Jurisdiction ofIncorporation or Organization) (I.R.S. EmployerIdentification No.) 128 Spring Street, Building C - Suite 500, Lexington, Massachusetts 02421 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (617) 503-6500 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, Par Value $0.01 per share CRIS Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No As of August 11, 2026, there were 2,090,077 shares of the registrant’s common stock, par value $0.01 per share, outstanding.
Page 2
Table of Contents CURIS, INC. QUARTERLY REPORT ON FORM 10-Q Table of Contents PageNumber PART I. FINANCIAL INFORMATION Item 1. Unaudited Financial Statements 5 Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 5 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six MonthsEnded June 30, 2026 and 2025 6 Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) for theThree and Six Months Ended June 30, 2026 and 2025 7 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 9 Notes to Condensed Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3. Quantitative and Qualitative Disclosures About Market Risk 32 Item 4. Controls and Procedures 33 PART II. OTHER INFORMATION Item 1A. Risk Factors 33 Item 5. Other Information 34 Item 6. Exhibits 36 Signatures 38 2
Page 3
Table of Contents Cautionary Note Regarding Forward-Looking Statements and Industry Data This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical fact contained in this Quarterly Report are statements that could be deemed forward-looking statements, including without limitation any statements with respect to the plans, strategies and objectives of management for future operations; statements concerning product research, development and commercialization plans, timelines and anticipated results; statements of expectation or belief; statements with respect to clinical trials and studies; statements with respect to royalties and milestones; statements with respect to the therapeutic potential of drug candidates; expectations of revenue, expenses, earnings or losses from operations, or other financial results; and statements of assumptions underlying any of the foregoing. Without limiting the foregoing, the words such as “expect(s)”, “believe(s)”, “will”, “may”, “anticipate(s)”, “focus(es)”, “plans”, “mission”, “strategy”, “potential”, “estimate(s)”, “opportunity”, “intend”, “project”, “seek”, “should”, “would”, “likelihood”, and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. We therefore caution you against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in these forward-looking statements include, but are not limited to, the following factors: • Our dependence on the success of emavusertib, which is still in early clinical development. Clinical trials of emavusertib may not be successful. If we are unable to commercialize emavusertib or experience significant delays in doing so, our business will be materially harmed; • Conditions and events that we have identified that raise substantial doubt about our ability to continue as a going concern; • The fact that we have incurred substantial losses, expect to continue to incur substantial losses for the foreseeable future and may never generate significant revenue or achieve or maintain profitability; • Our need for substantial additional capital, and the fact that if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our drug development program or commercialization efforts, and our ability to continue operations could be adversely affected; • Our lack of prior marketing approval for a drug candidate and the possibility that we may be unable to obtain, or may be delayed in obtaining, marketing approval for emavusertib or any future drug candidates that we, or any future collaborators, may develop; • We may not be successful in establishing additional strategic collaborations, which could adversely affect our ability to develop and commercialize emavusertib; • Our reliance in part on third parties to conduct clinical trials of emavusertib and if such third parties perform inadequately, including failing to meet deadlines for the completion of such trials, research or testing, then we may not be able to successfully develop and commercialize emavusertib and grow our business; • The possibility that even if we complete the necessary preclinical studies and clinical trials, the marketing approval process is expensive, time consuming and uncertain, which may prevent us or any future collaborators from obtaining approvals for the commercialization of emavusertib; • Our substantial competition, and the fact that our competitors may discover, develop or commercialize drugs before or more successfully than we do; • Our potential inability to obtain and maintain patent protection for our technologies and drugs, our licensors may not be able to obtain and maintain patent protection for the technology or drugs that we license from them, and the patent protection we or they do obtain may not be sufficient to stop our competitors from using similar technology; • If we are not able to attract and retain key management and scientific personnel and advisors, we may not successfully develop emavusertib or achieve our other business objectives; 3
Page 4
Table of Contents • Our ability to continue meeting the listing standards of The Nasdaq Stock Market LLC; and • Other risks referenced in this report and in Item 1A, “Risk Factors” of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report on Form 10-K”), as supplemented by the updated risk factors discussed in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q. If any of the above risks occurs, our business, financial condition, and results of operations and future growth prospects could be materially and adversely affected, and the actual outcomes of matters as to which forward-looking statements are made in this report could be materially different from those anticipated in such forward-looking statements. This report includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties as well as our own estimates. All of the market data used in this report involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data. Industry publications and third party research, surveys, and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our estimates of the potential market opportunities for emavusertib include several key assumptions based on our industry knowledge, industry publications, third party research, and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions. The forward-looking statements included in this report represent our estimates as of the filing date of this report. We specifically disclaim any obligation to update these forward-looking statements in the future except as required by law. These forward-looking statements should not be relied upon as representing our estimates or views as of any date subsequent to the date of this report. 4
Page 5
Table of Contents PART I—FINANCIAL INFORMATION Item 1. UNAUDITED FINANCIAL STATEMENTS CURIS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) (Unaudited) June 30, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 5,073 $ 5,061 Restricted cash, short-term 544 — Prepaid expenses and other current assets 1,107 1,854 Total current assets 6,724 6,915 Property and equipment, net 46 62 Restricted cash, long-term — 544 Operating lease right-of-use asset 1,206 1,890 Other assets 2,012 1,573 Goodwill 8,982 8,982 Total assets $ 18,970 $ 19,966 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 5,388 $ 5,612 Accrued liabilities 7,243 7,274 Current portion of operating lease liability 1,044 1,190 Total current liabilities 13,675 14,076 Long-term operating lease liability — 428 Warrant liability 600 — Total liabilities 14,275 14,504 Stockholders’ equity: Preferred stock, $0.01 par value—5,000,000 shares authorized, no shares issued andoutstanding at June 30, 2026 and December 31, 2025 — — Common stock, $0.01 par value—567,514,300 shares authorized, 1,949,041 sharesissued and outstanding at June 30, 2026; 68,343,750 shares authorized, 646,537shares issued and outstanding at December 31, 2025 19 6 Additional paid-in capital 1,284,837 1,252,837 Accumulated deficit (1,280,161) (1,247,381) Total stockholders’ equity 4,695 5,462 Total liabilities and stockholders’ equity $ 18,970 $ 19,966 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 5
Page 6
Table of Contents CURIS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except share and per share data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues, net $ — $ 2,749 $ — $ 5,129 Operating expenses: Cost of royalties — 16 — 30 Research and development 6,714 7,458 13,163 15,997 General and administrative 3,226 3,526 8,296 7,510 Total operating expenses 9,940 11,000 21,459 23,537 Loss from operations (9,940) (8,251) (21,459) (18,408) Other income (expense): Interest income 62 92 139 185 Expense related to the sale of future royalties — (434) — (986) Change in fair value of warrant liabilities 1,297 — (11,460) — Total other income (expense) 1,359 (342) (11,321) (801) Net loss $ (8,581) $ (8,593) $ (32,780) $ (19,209) Net loss per common share (basic and diluted) $ (4.02) $ (13.61) $ (21.08) $ (36.33) Weighted average common shares (basic and diluted) 2,135,906 631,475 1,555,317 528,699 Net loss and comprehensive loss $ (8,581) $ (8,593) $ (32,780) $ (19,209) The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 6
Page 7
Table of Contents CURIS, INC. Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (In thousands, except share data) (Unaudited) ConvertiblePreferred Stock Common Stock AdditionalPaid-inCapital AccumulatedDeficit TotalStockholders’EquityShares Amount Shares Amount December 31, 2025 — $ — 646,537 $ 6 $ 1,252,837 $ (1,247,381) $ 5,462 Stock-based compensation — — — — 575 — 575 Issuance of convertiblepreferred stock in connectionwith January 2026 PIPEFinancing, net of issuancecosts 20,195 2,261 — — — — — Conversion of convertiblepreferred stock to commonstock and pre-fundedwarrants upon shareholderapproval (20,195) (2,261) 1,312,200 13 2,248 — 2,261 Reclassification of Series ACommon Warrants liability toequity — — — — 16,705 — 16,705 Reclassification of Series CCommon Warrants liability toequity — — — — 11,894 — 11,894 Issuance of common stockunder employee benefitplans, net of shares receivedto settle minimum taxobligation for vesting ofrestricted stock units — — 2,104 — 1 — 1 Exercise of prefundedwarrants — — 38,200 1 7 — 8 Net loss — — — — — (24,199) (24,199) March 31, 2026 — $ — 1,999,041 $ 20 $ 1,284,267 $ (1,271,580) $ 12,707 Stock-based compensation — — — — 569 — 569 Issuance of pre-fundedwarrants in exchange forcommon stock — — (50,000) (1) 1 — — Net loss — — — — — (8,581) (8,581) June 30, 2026 — $ — 1,949,041 $ 19 $ 1,284,837 $ (1,280,161) $ 4,695 7
Page 8
Table of Contents Common Stock AdditionalPaid-inCapital AccumulatedDeficit TotalStockholders’DeficitShares Amount December 31, 2024 424,478 $ 4 $ 1,233,797 $ (1,239,799) $ (5,998) Stock-based compensation — — 1,164 — 1,164 Issuance of common stock in connection with March2025 Offerings, net of issuance costs 98,724 1 2,221 — 2,222 Issuance of pre-funded warrants in connection withMarch 2025 Offerings, net of issuance costs — — 2,447 — 2,447 Issuance of common warrants in connection with March2025 Offerings, net of issuance costs — — 4,174 — 4,174 Net loss — — — (10,616) (10,616) March 31, 2025 523,202 $ 5 $ 1,243,803 $ (1,250,415) $ (6,607) Stock-based compensation — — 1,135 — 1,135 Issuance of common stock under employee benefit plans,net of shares received to settle minimum tax obligationfor vesting of restricted stock awards 1,219 — 77 — 77 Cancellation of restricted stock awards (25) — — — — Exercise of pre-funded warrants 11,113 — 2 — 2 Net loss — — — (8,593) (8,593) June 30, 2025 535,509 $ 5 $ 1,245,017 $ (1,259,008) $ (13,986) The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 8
Page 9
Table of Contents CURIS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net loss $ (32,780) $ (19,209) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 16 101 Non-cash lease expense 684 620 Stock-based compensation expense 1,144 2,299 Non-cash activity related to the sale of future royalties — 3 Issuance costs associated with warrant liabilities 1,406 — Change in fair value of warrant liabilities 11,460 — Changes in operating assets and liabilities: Accounts receivable — 597 Prepaid expenses and other assets 308 854 Accounts payable and accrued liabilities (311) 119 Operating lease liability (574) (645) Total adjustments 14,133 3,948 Net cash used in operating activities (18,647) (15,261) Cash flows from investing activities: Net cash provided by investing activities — — Cash flows from financing activities: Proceeds from issuance of common stock, preferred stock, pre-funded warrants, and common warrants, net of issuance costs 18,659 9,422 Payment of liability of future royalties, net of imputed interest — (4,020) Net cash provided by financing activities 18,659 5,402 Net increase (decrease) in cash and cash equivalents and restricted cash 12 (9,859) Cash and cash equivalents and restricted cash, beginning of period 5,605 20,541 Cash and cash equivalents and restricted cash, end of period $ 5,617 $ 10,682 Supplemental cash flow data: Reclassification of January 2026 Series A Common Warrants and January 2026 Series C Common Warrants liability to equity $ 28,599 $ — Conversion of preferred stock to common stock and pre-funded warrants upon shareholder approval, net of issuance costs $ 2,261 $ — Issuance costs in accounts payable and accrued expenses $ 56 $ 808 Cash paid for interest $ — $ 802 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 5,073 $ 10,138 Restricted cash 544 544 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 5,617 $ 10,682 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 9
Page 10
Table of Contents CURIS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except share and per share data) 1. Nature of Business Curis, Inc. is a biotechnology company focused on the development of emavusertib (CA-4948), an orally available, small molecule inhibitor of Interleukin-1 receptor associated kinase, or IRAK4, and FMS-like tyrosine kinase 3, or FLT3. Throughout these Condensed Consolidated Financial Statements, Curis, Inc. and its wholly owned subsidiary are collectively referred to as the “Company” or “Curis”. The Company is party to an exclusive collaboration agreement with Aurigene Discovery Technologies Limited (“Aurigene”) for the discovery, development and commercialization of small molecule compounds in the areas of immuno-oncology and precision oncology, including emavusertib. The Company is subject to risks common to companies in the biotechnology industry as well as risks that are specific to the Company’s business, including, but not limited to: the Company’s ability to obtain adequate financing to fund its operations; the Company’s ability to continue as a going concern; the Company’s ability to advance and expand its research and development program for emavusertib; the Company’s ability to maintain compliance with Nasdaq's continued listing requirements; the Company’s ability to establish strategic collaborations; the Company’s reliance on third parties to conduct clinical trials of emavusertib; the Company’s ability to execute on its overall business strategies; the Company’s ability to obtain and maintain necessary intellectual property protection; development by the Company’s competitors of new or better technological innovations; the Company’s ability to comply with regulatory requirements; and the Company’s ability to obtain and maintain applicable regulatory approvals and commercialize any approved drug candidates. The Company’s future operating results will largely depend on the progress of emavusertib and the magnitude of payments that it may receive and make under its current and potential future collaborations. The results of the Company’s operations have varied and will likely continue to vary significantly from year to year and quarter to quarter and depend on a number of factors, including, but not limited to the timing, outcome and cost of the Company’s preclinical studies and clinical trials for its drug candidate. The Company will require substantial funds in the immediate term to maintain its research and development program and support operations. The Company has incurred losses and cash outflows from operations since its inception. The Company had an accumulated deficit of $1.3 billion as of June 30, 2026, and incurred a net loss of $32.8 million and used $18.6 million of cash in operations for the six months ended June 30, 2026. The Company expects to continue to generate operating losses in the foreseeable future. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has concluded there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Condensed Consolidated Financial Statements are issued. In August 2026, the Company completed a public offering (the “August 2026 Public Offering”) for estimated net proceeds of approximately $4.8 million, after deducting placement agent fees and estimated offering expenses. Based on the Company's $5.1 million of existing cash and cash equivalents at June 30, 2026, together with the proceeds from the August 2026 Public Offering, 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 substantial additional capital to finance the Company's future operations, the Company concluded it does not have sufficient cash on hand to fund current operations for a period of 12 months from the date of filing this Quarterly Report on Form 10-Q. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company plans to seek additional funding through a number of potential avenues, including private or public equity financings, exercise of outstanding warrants, collaborations, or other strategic transactions. The Company has faced and expects to continue to face substantial difficulties in raising capital. The Company may not be able to obtain funding on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. The Company’s ability to raise additional funds will depend on, among other factors, financial, economic and market conditions, as well as maintaining the Company's listing on Nasdaq, many of which are outside of its control, and it may be unable to raise financing when needed, or on terms favorable to the Company. If necessary funds are not available, the Company will have to delay, reduce the scope of, or eliminate its development of emavusertib, potentially delaying the time to market for or preventing the marketing of emavusertib, which would have a material adverse effect on the Company’s operations and future prospects. If the Company is unable to obtain sufficient capital, the Company would be unable to fund its operations and may 10
Page 11
Table of Contents be required to evaluate alternatives, which could include dissolving and liquidating its 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 the Company would otherwise exhaust its cash resources. If the Company decides to dissolve and liquidate its assets or to seek protection under the bankruptcy laws, it is unclear to what extent the Company would be able to pay its obligations, and, accordingly, it is further unclear whether and to what extent any resources would be available for distributions to stockholders. 2. Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. These statements, however, are condensed and do not include all disclosures required by accounting principles generally accepted in the U.S. (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission (“SEC”) on March 24, 2026. In the opinion of the management of the Company, the unaudited Condensed Consolidated Financial Statements contain all adjustments (all of which were considered normal and recurring) necessary for a fair statement of the Company’s financial position at June 30, 2026; the results of operations for the three and six-month periods ended June 30, 2026 and 2025; convertible preferred stock and stockholders' equity for the three and six-month periods ended June 30, 2026 and 2025; and the cash flows for the six-month periods ended June 30, 2026 and 2025. The Condensed Consolidated Balance Sheet at December 31, 2025 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Company’s Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. In accordance with FASB ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has concluded there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Condensed Consolidated Financial Statements are issued. The Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. On July 6, 2026, the Company effected a 1-for-20 reverse stock split of its common stock (“the Reverse Stock Split”). All references to shares of common stock outstanding, average number of shares outstanding and per share amounts in these condensed consolidated financial statements and notes to condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split. The Reverse Stock Split did not impact the number of authorized shares of common stock or preferred stock or the par value per share of the common stock or preferred stock. (b) Use of Estimates and Assumptions The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosure of expenses and certain assets and liabilities at the balance sheet date. Actual results may differ from such estimates. These interim results are not necessarily indicative of results to be expected for a full year or subsequent interim periods. (c) New Accounting Pronouncements Issued, Not Yet Adopted In November 2024, the FASB issued ASU-2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. The ASU requires additional disclosures of the nature of the expenses included in the income statement, including disaggregation of the expense captions presented on the Consolidated Statements of Operations into specific categories. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027 and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of the ASU on the Condensed Consolidated Financial Statement disclosures. 11
Page 12
Table of Contents 3. Fair Value of Financial Instruments The Company applies the provisions of FASB Codification 820, Fair Value Measurements (“ASC 820”) for its financial assets and liabilities that are re-measured and reported at fair value each reporting period and the non-financial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. Financial assets and liabilities are categorized within the valuation hierarchy based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets thare not active; or other inputs that are observable or can be corroborated by observable market data for substantially the fullterm of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets orliabilities. In accordance with the fair value hierarchy, the following tables show the fair value as of June 30, 2026 and December 31, 2025 of those financial assets and liabilities that are measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine their fair value. (in thousands) Quoted Prices inActive Markets(Level 1) Other ObservableInputs (Level 2) UnobservableInputs (Level 3) Fair Value As of June 30, 2026: Assets: Cash equivalents: Money market funds $ 4,271 $ — $ — $ 4,271 Total assets at fair value $ 4,271 $ — $ — $ 4,271 Liabilities: Warrant liability $ — $ — $ 600 $ 600 Total liabilities at fair value $ — $ — $ 600 $ 600 The Company concluded that the January 2026 Series A Common Warrants, January 2026 Series B Common Warrants, and January 2026 Series C Common Warrants issued in connection with the January 2026 PIPE Financing were required to be initially classified as liabilities and the January 2026 Series B Common Warrants continue to be classified as liabilities as of the reporting date. The Company recorded the fair value of these warrants upon issuance using the Black-Scholes valuation model and revalues the warrants that remain liability-classified at each reporting date with any changes in fair value recorded to the Condensed Consolidated Statement of Operations. See Note 7, Stockholders' Equity, for further discussion on the warrant liability. (in thousands) Quoted Prices inActive Markets(Level 1) Other ObservableInputs (Level 2) UnobservableInputs (Level 3) Fair Value As of December 31, 2025: Cash equivalents: Money market funds $ 4,006 $ — $ — $ 4,006 Total $ 4,006 $ — $ — $ 4,006 12
Page 13
Table of Contents 4. Accrued Liabilities Accrued liabilities consisted of the following: (in thousands) June 30, 2026 December 31, 2025 Employee related $ 1,269 $ 1,623 Research and development 4,822 4,706 Professional and legal 894 932 Other 258 13 Total $ 7,243 $ 7,274 5. Lease The Company has a single lease for real estate, including laboratory and office space, and certain equipment, in Lexington, Massachusetts which commenced on May 1, 2020. The lease will expire on April 30, 2027. As of June 30, 2026, the Company had an operating lease liability of $1.0 million and related right-of-use asset of $1.2 million related to its operating lease. As of December 31, 2025, the Company had an operating lease liability of $1.6 million and related right-of-use asset of $1.9 million related to its operating lease. The Company recorded lease cost of $0.4 million for each of the three months ended June 30, 2026 and 2025. The Company recorded lease cost of $0.7 million for each of the six months ended June 30, 2026 and 2025. The Company paid $0.3 million and $0.4 million in rent during the three months ended June 30, 2026 and 2025, respectively. The Company paid $0.6 million and $0.8 million in rent during the six months ended June 30, 2026 and 2025, respectively. The discount rate associated with the Company’s right-of-use asset is 10%. 6. Research and Development Collaborations (a) Aurigene The Company is party to an exclusive collaboration agreement with Aurigene for the discovery, development and commercialization of small molecule compounds in the areas of immuno-oncology and selected precision oncology targets. Under the collaboration agreement, Aurigene granted the Company an option to obtain exclusive, royalty-bearing licenses to relevant Aurigene technology to develop, manufacture and commercialize products containing certain of such compounds anywhere in the world, except for India and Russia, which are territories retained by Aurigene. Additionally, Aurigene retains the rights to develop and commercialize CA-170 worldwide, and the Company is entitled to receive royalty payments on potential future sales of CA-170 at percentage rates ranging from the high single digits up to 10%, subject to specified reductions. As of June 30, 2026, the Company has licensed the following programs under the collaboration: 1. IRAK4 Program - a precision oncology program of small molecule inhibitors of IRAK4. The development candidate is emavusertib. 2. PD1/TIM3 Program - an immuno-oncology program of small molecule antagonists of PD1 and TIM3 immune checkpoint pathways. The development candidate is CA-327. 3. An immuno-oncology program. For each of the IRAK4, PD1/TIM3, and the immuno-oncology program, the Company is obligated to use commercially reasonable efforts to develop, obtain regulatory approval for, and commercialize at least one product in each of the U.S., specified countries in the European Union and Japan. Aurigene is obligated to use commercially reasonable efforts to perform its obligations under the development plan for its licensed programs. For each of the IRAK4, PD1/TIM3, and the immuno-oncology program, the Company has remaining unpaid or unwaived payment obligations of $42.5 million per program, related to regulatory approval and commercial sales milestones, plus specified additional payments for approvals for additional indications, if any. (b) Genentech In June 2003, the Company licensed its proprietary Hedgehog pathway antagonist technologies to Genentech for human therapeutic use. Erivedge is being commercialized by Genentech in the U.S. and by Genentech’s parent company, Roche, outside of the U.S. for the treatment of advanced basal cell carcinoma. 13
Page 14
Table of Contents In November 2025, the Company sold Erivedge to TPC Investments Royalty LLC, a limited liability company managed by Oberland Capital Management, LLC. Following the sale of Erivedge, the Company is no longer entitled to revenues under the Genentech License Agreement. Prior to the sale of Erivedge, the Company recognized $2.7 million and $5.1 million in royalty revenues under the Genentech collaboration during the three and six months ended June 30, 2025, respectively. Cost of royalties comprised payments to university licensors and was not material for the three and six months ended June 30, 2025. Prior to the sale of Erivedge, a significant portion of royalty revenues received from Genentech on net sales of Erivedge was paid to Oberland pursuant to the Oberland Purchase Agreement. 7. Stockholders' Equity (a) Charter Amendment In March 2026, the Company's stockholders approved an increase to the number of authorized shares of its common stock from 68,343,750 shares to 283,757,150 shares. In May 2026, the Company's stockholders approved an increase to the number of authorized shares of its common stock from 283,757,150 shares to 567,514,300 shares. (b) Sales Agreement with Cantor Fitzgerald & Co. and JonesTrading Institutional Services LLC In February 2024, the Company entered into an amended and restated sales agreement with Cantor Fitzgerald & Co. (“Cantor”) and JonesTrading Institutional Services LLC (“JonesTrading”) (the “2024 Sales Agreement”). Pursuant to the 2024 Sales Agreement, the Company can sell from time to time up to $100.0 million shares of the Company’s common stock through an “at-the-market offering” program under which Cantor and JonesTrading act as sales agents. The aggregate compensation payable to each of Cantor and JonesTrading is 3% of the gross proceeds from sales of the common stock sold by Cantor or JonesTrading, as applicable. The Company did not sell any shares of common stock under the 2024 Sales Agreement during both the three and six months ended June 30, 2026 and 2025. As of June 30, 2026, $98.8 million of shares of common stock remained available for sale under the 2024 Sales Agreement. On July 1, 2025, the Company notified Cantor and JonesTrading that it terminated the prospectus, dated April 12, 2024, related to the 2024 Sales Agreement. On August 8, 2025, the Company filed a new prospectus relating to the shares of common stock to be issued and sold pursuant to the 2024 Sales Agreement. As long as the Company’s public float is under $75.0 million, it is restricted from selling shares of its common stock under its shelf registration statement on Form S-3, including those sold under the 2024 Sales Agreement to an amount, in aggregate, that is no more than one-third of the Company’s public float during the 12 month period immediately prior to, and including, any such sale. (c) October 2024 Offerings In October 2024, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company issued and sold: (i) in a registered direct offering, 119,933 shares of the Company's common stock and (ii) in a concurrent private placement, warrants to purchase up to an aggregate of 119,933 shares of the Company's common stock (the “October 2024 Common Warrants”), at an exercise price of $98.40 per share. The registered direct offering and concurrent private placement are collectively referred to as the “October 2024 Offerings”. The October 2024 Common Warrants were exercisable immediately upon closing on October 30, 2024 and will expire five years following the issuance date. The combined purchase price for one share of common stock and the associated October 2024 Common Warrant was $100.90. The net proceeds to the Company from the October 2024 Offerings were approximately $10.8 million, excluding the proceeds from any exercise of the October 2024 Common Warrants. The Company concluded the October 2024 Common Warrants meet the equity scope exception under ASC 815-40. The total net proceeds were allocated to the common stock and the October 2024 Common Warrants based on the relative fair value. The relative fair value of the common stock and October 2024 Common Warrants were $6.0 million and $4.8 million, respectively. 14
Page 15
Table of Contents (d) March 2025 Offerings In March 2025, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company issued and sold: (i) in a registered direct offering, 98,724 shares of the Company’s common stock and (ii) in a concurrent private placement, (a) in lieu of shares to certain investors, pre-funded warrants to purchase up to an aggregate of 109,204 shares of common stock (the “March 2025 Pre-Funded Warrants”), at an exercise price of $0.20 per share, and (b) warrants to purchase up to an aggregate of 415,846 shares of common stock (the “March 2025 Common Warrants”), at an exercise price of $48.20 per share. The March 2025 Pre-Funded Warrants and the March 2025 Common Warrants are collectively referred to as “March 2025 Warrants”. The registered direct offering and concurrent private placement are collectively referred to as the “March 2025 Offerings”. Each March 2025 Pre-Funded Warrant was exercisable immediately upon issuance and continuing through and including the date the March 2025 Pre-Funded Warrant is exercised in full. Each March 2025 Common Warrant was exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the March 2025 Common Warrants, which occurred on May 20, 2025, and has a term of five years from the date of issuance. The combined purchase price for one share of the Company's common stock and the associated March 2025 Common Warrant was $48.20. The combined purchase price for one March 2025 Pre-Funded Warrant and the associated March 2025 Common Warrant was $48.00. The net proceeds to the Company from the March 2025 Offerings were approximately $8.8 million, excluding the proceeds from any exercise of the March 2025 Warrants. The Company concluded that both the March 2025 Pre-Funded Warrants and the March 2025 Common Warrants meet the equity scope exception under ASC 815-40. The total net proceeds were allocated to common stock, March 2025 Pre-Funded Warrants, and March 2025 Common Warrants based on their relative fair values. The relative fair value of the common stock, March 2025 Pre-Funded Warrants, and March 2025 Common Warrants were $2.2 million, $2.4 million, and $4.2 million, respectively. During the six months ended June 30, 2026, 38,200 shares of common stock were issued upon the exercise of March 2025 Pre-Funded Warrants. During the three months ended June 30, 2026, no shares of common stock were issued upon the exercise of March 2025 Pre-Funded Warrants. (e) July 2025 Offerings In July 2025, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company issued and sold: (i) in a registered direct offering, 76,928 shares of the Company's common stock and (ii) in a concurrent private placement, (a) in lieu of shares to certain investors, pre-funded warrants to purchase up to an aggregate of 76,926 shares of common stock (the “July 2025 Pre-Funded Warrants”), at an exercise price of $0.20 per share, and (b) warrants to purchase up to an aggregate of 153,854 shares of common stock (the “July 2025 Common Warrants”), at an exercise price of $43.00 per share. The July 2025 Pre-Funded Warrants and the July 2025 Common Warrants are collectively referred to as “July 2025 Warrants”. The registered direct offering and concurrent private placement are collectively referred to as the “July 2025 Offerings”. Each July 2025 Pre-Funded Warrant was exercisable immediately upon issuance and continuing through and including the date the July 2025 Pre-Funded Warrant is exercised in full. Each July 2025 Common Warrant was exercisable immediately upon issuance and has a term of five years from the date of issuance. The combined purchase price for one share of the Company's common stock and the associated July 2025 Common Warrant was $45.50. The combined purchase price for one July 2025 Pre-Funded Warrant and the associated July 2025 Common Warrant was $45.30. The net proceeds to the Company from the July 2025 Offerings were approximately $6.1 million, excluding the proceeds from any exercise of the July 2025 Warrants. The Company concluded that both the July 2025 Pre-Funded Warrants and the July 2025 Common Warrants meet the equity scope exception under ASC 815-40. The total net proceeds were allocated to common stock, July 2025 Pre-Funded Warrants, and July 2025 Common Warrants based on their relative fair values. The relative fair value of the common stock, July 2025 Pre-Funded Warrants, and July 2025 Common Warrants were $1.8 million, $1.8 million, and $2.5 million, respectively. 15
Page 16
Table of Contents (f) January 2026 PIPE Financing In January 2026, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company issued and sold an aggregate of (i) 20,195 shares of its Series B convertible non-redeemable preferred stock, par value $0.01 per share (the “January 2026 Series B Preferred Stock”), (ii) Series A warrants (the “January 2026 Series A Common Warrants”) to purchase 1,346,346 shares of the Company’s common stock (or, in certain circumstances, pre-funded warrants to purchase shares of Common Stock (the “January 2026 Pre-Funded Warrants”), (iii) Series B warrants (the “January 2026 Series B Common Warrants”) to purchase 1,346,346 shares of common stock (or, in certain circumstances, January 2026 Pre-Funded Warrants) and (iv) Series C warrants to purchase 1,346,346 shares of common stock (or, in certain circumstances, January 2026 Pre-Funded Warrants) (the “January 2026 Series C Common Warrants” and, together with the January 2026 Series A Common Warrants and the January 2026 Series B Common Warrants, the “January 2026 Warrants”) in a private placement (the “January 2026 PIPE Financing”). Each share of January 2026 Series B Preferred Stock was sold together with a January 2026 Series A Common Warrant to purchase 66.6665 shares of common stock, a January 2026 Series B Common Warrant to purchase 66.6665 shares of common stock and a January 2026 Series C Common Warrant to purchase 66.6665 shares of common stock (collectively, a “Security”). The Securities were sold at a purchase price of $1,000.00 per Security. The January 2026 Warrants each have an exercise price of $15.00 per share, subject to conditions defined in the financing agreement as described below with respect to the January 2026 Series B Common Warrants, and have the following termination conditions: • Series A Common Warrants terminate on January 8, 2031; • Series B Common Warrants terminate 30 days after the Company announces dosing of the fifth patient in the Phase 2 clinical trial in CLL, which occurred on July 30, 2026, subject to conditions defined in the financing agreement, as described below; and • Series C Common Warrants terminate on July 8, 2027. In March 2026, Curis stockholders approved (i) an increase in the number of authorized shares of common stock and (ii) the issuance of shares of common stock upon the conversion of the January 2026 Series B Preferred Stock and upon the exercise of the January 2026 Common Warrants in accordance with the listing rules of the Nasdaq Stock Market. Each outstanding share of Series B Preferred Stock was automatically converted into 67 shares of common stock (the “Automatic Conversion”), subject to the terms of the Certificate of Designations and subject to the applicable Beneficial Ownership Limitations (as defined below). The “Beneficial Ownership Limitations” prohibit the conversion of shares of January 2026 Series B Preferred Stock into common stock in the Automatic Conversion to the extent that, after giving effect to the Automatic Conversion, a purchaser would beneficially own more than a percentage specified by each such purchaser (initially, 4.99%, 9.99% or 19.99%) of the total number of shares of common stock outstanding immediately after giving effect to such conversion. Instead, with respect to any shares of January 2026 Series B Preferred Stock that were not converted in the Automatic Conversion (the “Unconverted Preferred”), the Company issued such purchaser a January 2026 Pre-Funded Warrant exercisable for the number of shares of its common stock equal to the common stock issuable upon conversion of the Unconverted Preferred, subject to the terms and conditions of the Pre-Funded Warrant. The Company issued 1,312,200 shares of common stock and 34,148 January 2026 Pre-Funded Warrants as a result of the Automatic Conversion. The Company received initial gross proceeds from the offering of $20.2 million, before deducting approximately $1.6 million in aggregate issuance costs related to the offering, which consisted of placement agent fees and offering expenses payable by the Company for net proceeds of approximately $18.6 million, excluding the proceeds from any exercise of the January 2026 Warrants. The Company determined the classification of each warrant based on the guidance in ASC 480 and ASC 815. At the January 2026 issuance date, the Company concluded that the January 2026 Warrants are required to be initially classified as liabilities as the Company did not have sufficient authorized and unissued shares to settle the warrants, which precludes equity classification under ASC 815-40. In addition, the January 2026 Series B Common Warrants did not meet the equity scope exception under ASC 815-40 due to the exercise price reset feature described below. The January 2026 Series B Preferred Stock was classified as mezzanine equity. The Company estimated the fair value of each instrument on the date of issuance as follows: $8.2 million for the Series A Common Warrants, $3.7 million for the Series B Common Warrants, and $5.9 million for the Series C Common Warrants, with the remaining $2.5 million of gross proceeds assigned to the Series B Preferred Stock. In estimating the fair values of the January 2026 Warrants at issuance, the Company assumed that it was more likely than not, or 51% probable, that the Company’s stockholders would approve both an increase in the number of authorized shares of common stock and the issuance of shares of common stock upon the exercise of the January 2026 Warrants in accordance with Nasdaq Listing Rules 5635(c) and (d). The Company assigned the issuance costs to the financial instruments in a manner consistent with the proceeds. The Company expensed approximately $1.4 million in issuance costs for the common stock warrants that are classified as liabilities 16
Page 17
Table of Contents during the six months ended June 30, 2026. The Company recorded approximately $0.2 million in issuance costs as a reduction to additional paid in capital on the Condensed Consolidated Balance Sheets for the Series B Preferred Stock that was classified as mezzanine equity. Following stockholder approval of the increase in authorized shares in March 2026, the Company reassessed the classification of the warrants and concluded the January 2026 Series A Common Warrants and January 2026 Series C Common Warrants met the equity scope exception under ASC 815-40. The Company estimated the fair value of the January 2026 Series A Common Warrants and the January 2026 Series C Common Warrants as of the reclassification date to be $16.7 million and $11.9 million, respectively, and recognized a loss of $14.5 million related to the change in fair value of the January 2026 Series A Common Warrants and the January 2026 Series C Common Warrants between the date that the warrants were issued and the date that the warrants were reclassified to equity as a component of other expense, net within the Condensed Consolidated Statements of Operations. The January 2026 Series B Common Warrants will terminate upon the 30th calendar day following the 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 (the “Initial Termination Date”). The Company announced the dosing of the fifth patient on July 30, 2026. If the closing sale price of the Company’s common stock at the Initial Termination Date is below the exercise price of $15.00 per share, 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. The January 2026 Series B Common Warrants did not meet the equity scope exception due to the exercise price reset feature and will continue to be liability-classified until the warrants are exercised or expire. During the three and six months ended June 30, 2026, the Company recognized a gain of $1.3 million and $3.1 million, respectively, related to the change in fair value of the January 2026 Series B Common Warrants, which is recorded as a component of other expense, net on the Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2026. The Company concluded the January 2026 Pre-Funded Warrants issued in connection with the Automatic Conversion were classified as equity. The $2.5 million originally assigned to the Series B Preferred Stock was allocated to the common stock and January 2026 Pre-Funded Warrants as follows: $2.4 million to the common stock and $0.1 million to the January 2026 Pre-Funded Warrants. 17
Page 18
Table of Contents The Company calculated the fair value of the October 2024 Common Warrants, March 2025 Common Warrants, July 2025 Common Warrants, and January 2026 Common Warrants using the Black-Scholes option pricing model with the following weighted average inputs: January 2026 Series B Common Warrants as of June 30, 2026 January 2026 Series A and C Common Warrants as of March 17, 2026 (reclassification date) January 2026 Series A, B, and C Common Warrants as of January 8, 2026 (issuance date) July 2025 Common Warrants as of July 3, 2025 (issuance date) March 2025 Common Warrants as of March 31, 2025 (issuance date) October 2024 Common Warrants as of October 28, 2024 (issuance date) Stock price $6.57 $17.80 $16.80 $43.00 $48.20 $98.40 Exercise price $8.89 $15.00 $14.80 $43.00 $48.20 $98.40 Expected term (years) 0.10 2.66 2.35 4.05 1.81 4.78 Risk-free interest rate 2.4% 3.7% 3.6% 3.9% 4.1% 4.1% Expected volatility 47% 100% 94% 109% 105% 117% Expected dividend yield None None None None None None The following table summarizes the changes in the fair value of warrant liabilities, which were classified as Level 3 within fair value hierarchy: January 2026 Series A Common Warrants January 2026 Series B Common Warrants January 2026 Series C Common Warrants Total Level 3 Financial Liabilities Balance, as of December 31, 2025 $ — $ — $ — $ — Initial fair value of warrant liabilities 8,169 3,652 5,918 17,739 Change in fair value of warrant liability 8,536 (3,052) 5,976 11,460 Reclassification of warrant liabilities to equity (16,705) — (11,894) (28,599) Balance, as of June 30, 2026 $ — $ 600 $ — $ 600 (g) Common Stock Exchange In April 2026, the Company exchanged with a shareholder 50,000 shares of the Company’s common stock, par value $0.01 per share for pre-funded warrants to purchase 50,000 shares of the Company common stock (“April 2026 Pre-Funded Warrants”). The exchange was accounted for as an equity-for-equity transaction. The Company concluded that the April 2026 Pre-Funded Warrants meet the equity scope exception under ASC 815-40. (h) August 2026 Public Offering In August 2026, the Company completed the August 2026 Public Offering with certain new and existing healthcare-focused institutional investors for the purchase and sale of 335,001 shares of common stock of the Company together with warrants to purchase up to 3,733,334 shares of common stock (the “August 2026 Warrants) at a combined public offering price of $1.50 per share and accompanying common warrant, and in lieu of common stock, to certain investors, Pre-Funded Warrants to purchase up to 3,398,333 shares of common stock at a combined public offering price of $1.49 per pre-funded warrant and accompanying common warrant. The common warrants have an exercise price of $1.75 per share, are immediately exercisable and expire five years from the issuance date. The pre-funded warrants have an exercise price of $0.01 per share and are immediately exercisable until exercised in full. The net proceeds to the Company from the August 2026 Public Offering are expected to be approximately $4.8 million, after deducting placement agent fees and estimated expenses and excluding the proceeds from any exercise of the August 2026 Warrants. 8. Stock Plans and Stock-Based Compensation As of June 30, 2026, the Company had three stockholder-approved, stock-based compensation plans: (i) the 2026 Incentive Plan (“2026 Plan”), (ii) the Fifth Amended and Restated 2010 Stock Incentive Plan, as amended (“2010 Plan”), and (iii) the Amended and Restated 2010 Employee Stock Purchase Plan (“ESPP”). New employees are generally issued options as an inducement equity award under Nasdaq Listing Rule 5635(c)(4) outside of the 2010 Plan (“Inducement Awards”). 18
Page 19
Table of Contents 2026 Stock Incentive Plan In March 2026, the Company’s stockholders approved the Company’s 2026 Plan under which awards may be made for up to a number of shares of common stock equal to the sum of: (i) 320,369 shares of common stock; (ii) such additional number of shares of common stock (up to 173,744 shares) as is equal to the number of shares of Common Stock reserved for issuance under the 2010 Stock Incentive Plan (“2010 Plan”) that remain available for grant under the 2010 Plan immediately prior to the date that the 2026 Plan is approved by the Company’s stockholders (the “Effective Date”), or March 17, 2026, and the number of shares of common stock subject to awards granted under the 2010 Plan and the number of shares subject to awards granted under the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4) (“Inducement Awards”), in each case, that are outstanding as of the Effective Date and which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right, and subject to the terms of the 2026 Plan; and (iii) an annual increase to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2027 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2036, equal to the lesser of (i) 5% of the sum of (a) the number of outstanding shares of common stock on such date, (b) the number of shares of common stock issuable upon conversion of any outstanding shares of convertible preferred stock of the Company (without giving effect to any restrictions or limitations on conversion) on such date, (c) the number of shares of common stock issuable upon the exercise of pre-funded warrants (without giving effect to any restrictions or limitations on conversion) issued by the Company as of such date, and (d) the number of shares subject to outstanding awards granted under the 2010 Plan, the 2026 Plan or as Inducement Awards as of such date and (ii) an amount determined by the board of directors. Awards in the form of incentive stock options may be granted with respect to a maximum 1,250,000 shares of common stock under the 2026 Plan. The 2026 Plan permits the granting of incentive and non-qualified stock options and stock awards to employees, officers, directors, and consultants of the Company and its subsidiary at prices determined by the Company’s board of directors. As of June 30, 2026, the Company has not granted options or stock awards under the 2026 Plan. As of June 30, 2026, 375,687 shares remained available for grant under the 2026 Plan. The Fifth Amended and Restated 2010 Stock Incentive Plan, as amended The 2010 Plan permits the granting of incentive and non-qualified stock options and stock awards to employees, officers, directors, and consultants of the Company and its subsidiary at prices determined by the Company’s board of directors. The Company can issue up to 167,830 shares of its common stock pursuant to awards granted under the 2010 Plan. Options vest and become exercisable based on a schedule determined by the board of directors and expire up to ten years from the date of grant. The 2010 Plan uses a “fungible share” concept under which each share of stock subject to awards granted as options and stock appreciation rights (“SARs”) will cause one share per share under the award to be removed from the available share pool, while each share of stock subject to awards granted as restricted stock, restricted stock units, other stock-based awards or performance awards where the price charged for the award is less than 100% of the fair market value of the Company’s common stock will cause 1.3 shares per share under the award to be removed from the available share pool. Following approval of the 2026 Plan, no additional awards will be made under the 2010 Plan, although all outstanding awards under the 2010 Plan will remain in effect. During the six months ended June 30, 2026, and prior to the approval of the 2026 Plan, no options or stock awards were granted under the 2010 Plan. Inducement Awards The Company grants Inducement Awards to certain new employees. These options generally vest as to 25% of the shares underlying the option on the first anniversary of the grant date, and as to an additional 6.25% of the shares underlying the option on each successive quarter thereafter. These options are granted at an exercise price that equals the closing market price of the Company’s common stock on the grant date. During the six months ended June 30, 2026, no Inducement Awards were granted. 19
Page 20
Table of Contents Stock Options A summary of stock option activity under the 2026 Plan, 2010 Plan, and Inducement Awards are summarized as follows: Number ofShares WeightedAverageExercisePrice perShare WeightedAverageRemainingContractualLife AggregateIntrinsic Value Outstanding, December 31, 2025 121,534 $ 332.26 7.80 $ — Granted — — Exercised — — Canceled/Forfeited (9,298) 575.91 Outstanding, June 30, 2026 112,236 $ 312.08 7.06 $ — Exercisable at June 30, 2026 62,464 $ 495.32 5.90 $ — Vested and unvested expected to vest at June 30, 2026112,236 $ 312.08 7.06 $ — The weighted average grant date fair value of the stock options granted during the six months ended June 30, 2025 was $42.60 and was calculated using the following estimated assumptions under the Black-Scholes option pricing model: Six Months Ended June30, 2025 Expected term (years) 6.0 Risk free interest rate 3.9% - 4.4% Expected volatility 113% - 114% Expected dividends None As of June 30, 2026, there was $2.7 million of unrecognized compensation cost related to unvested employee stock option awards outstanding, which is expected to be recognized as expense over a weighted average period of 2.1 years. There were no employee stock options exercised during each of the six months ended June 30, 2026 and 2025. Restricted Stock Awards There were no restricted stock awards outstanding as of June 30, 2026 and no restricted stock awards vested or were forfeited during each of the six months ended June 30, 2026. During the six months ended June 30, 2025, 1,982 restricted stock awards vested and 25 restricted stock awards were forfeited. Restricted Stock Units The following table presents a summary of RSUs under the 2010 Plan as of June 30, 2026: Number of Shares Weighted AverageGrant Date FairValue Unvested, December 31, 2025 12,870 $ 62.60 Awarded — — Vested (3,669) 62.60 Forfeited (2,984) 62.60 Unvested, June 30, 2026 6,217 $ 62.60 As of June 30, 2026, there was $0.3 million of unrecognized compensation costs related to RSUs, which are expected to be recognized as expense over a remaining weighted average period of 2.6 years. The fair value of RSUs that vested during the six months ended June 30, 2026 was $0.1 million. 20
Page 21
Table of Contents Amended and Restated 2010 Employee Stock Purchase Plan The Company has reserved 25,000 shares of common stock for issuance under the ESPP. Eligible employees may purchase shares of the Company’s common stock at 85% of the lower closing market price of the common stock at the beginning of the enrollment period or ending date of the purchase period within a two-year enrollment period, as defined. The Company has four six-month purchase periods per each two- year enrollment period. If, within any one of the four purchase periods in an enrollment period, the purchase period ending stock price is lower than the stock price at the beginning of the enrollment period, the two-year enrollment resets at the new lower stock price. No shares were issued under the ESPP during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, 1,833 shares were issued under the ESPP. As of June 30, 2026, there were 17,891 shares available for future purchase under the ESPP. Stock-Based Compensation Expense For the three and six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense to the following line items in its costs and expenses section of the Condensed Consolidated Statements of Operations and Comprehensive Loss: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2026 2025 2026 2025 Research and development $ 286 $ 492 $ 515 $ 1,084 General and administrative 283 643 629 1,215 Total stock-based compensation expense$ 569 $ 1,135 $ 1,144 $ 2,299 9. Loss Per Common Share Basic and diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is the same as basic net loss per common share for the three and six months ended June 30, 2026 and 2025, because the effect of adjusting the weighted average number of common shares outstanding during the period for the potential dilutive effect of common stock equivalents would be antidilutive due to the Company’s net loss position for these periods. The 25,791 shares of common stock underlying the outstanding March 2025 Pre-Funded Warrants, the 76,926 shares of common stock underlying the outstanding July 2025 Pre-Funded Warrants, the 34,148 shares of common stock underlying the outstanding January 2026 Pre-Funded Warrants, and the 50,000 shares of common stock underlying the outstanding April 2026 Pre-Funded Warrants have been included in the weighted-average number of shares of common stock used to calculate net loss per share, basic and diluted, attributable to common stockholders because the shares may be issued for little or no consideration, they are fully vested, and the March 2025 Pre-Funded Warrants, the July 2025 Pre-Funded Warrants, the January 2026 Pre-Funded Warrants, and the April 2026 Pre-Funded Warrants are immediately exercisable upon their issuance date. The following common stock equivalents were excluded from the calculation of diluted net loss per share applicable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of June 30, 2026 2025 Anti-dilutive common stock equivalents: October 2024 Common Warrants 119,933 119,933 March 2025 Common Warrants 415,846 415,846 July 2025 Common Warrants 153,854 — January 2026 Series A Common Warrants 1,346,346 — January 2026 Series B Common Warrants 1,346,346 — January 2026 Series C Common Warrants 1,346,346 — Stock options outstanding 112,236 121,420 Unvested RSAs — — Unvested RSUs 6,217 14,175 Total anti-dilutive common stock equivalents 4,847,124 671,374 21
Page 22
Table of Contents 10. Segment Information The Company has determined that it operates in a single reportable segment, which is the research and development of innovative drug candidates for the treatment of human cancer. Resources are allocated and performance is assessed by the Company's President and Chief Executive Officer, whom the Company has determined to be its Chief Operating Decision Maker (CODM). The CODM considers actual operating results on an annual basis or as needed on a consolidated basis, including consolidated net loss, when making decisions about allocating capital and personnel to the segment in the annual budgeting and forecasting process, which includes comparison of budget to actual and current period to prior period variances. The CODM assesses performance for the operating segment and decides, in part, how to allocate resources based on net loss that also is reported on the Condensed Consolidated Statement of Operations as net loss. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. The Company’s long-lived assets are located in the United States. In addition to the significant categories included within net loss presented on the Company's Condensed Consolidated Statement of Operations, the following table is representative of the significant expense categories for the three and six months ended June 30, 2026 and 2025, including a reconciliation to Net loss: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues, net $ — $ 2,749 $ — $ 5,129 Direct research and development 4,546 4,278 8,198 9,275 Research and development employeerelated 1,863 2,771 4,362 5,901 General and administrative employeerelated 1,141 1,962 2,908 3,846 Professional, legal, and consulting 1,310 820 3,927 2,083 Change in fair value of warrant liability(1,297) — 11,460 — Other segment items (1) 1,018 1,511 1,925 3,233 Net loss $ 8,581 $ 8,593 $ 32,780 $ 19,209 (1) Other segment items for the three and six months ended June 30, 2026 include facility related costs, insurance costs, and interest income. Other segment items for the three and six months ended June 30, 2025 include cost of royalties, facility related costs, insurance costs, expense related to the sale of future royalties, and interest income. Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report. Some of the information contained in this discussion and analysis and set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements, based on current expectations and related to future events and our future financial and operational performance, that involve risks and uncertainties. You should review the discussion above under the heading “Risk Factor Summary” and the risk factors detailed further in Item 1A, “Risk Factors” of Part I of our Annual Report on Form 10-K, as supplemented by the updated risk factors discussed in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. As used throughout this report, the terms “the Company,” “we,” “us,” and “our” refer to the business of Curis, Inc. and its wholly owned subsidiary, except where the context otherwise requires, and the term “Curis” refers to Curis, Inc. Unless otherwise indicated, in this Quarterly Report on Form 10-Q, all applicable share amounts, per share amounts and exercise prices have been adjusted to reflect a 1-for-20 reverse stock split of Curis' common stock, or the Reverse Stock Split. 22
Page 23
Table of Contents Overview We are a biotechnology company focused on the development of emavusertib (CA-4948), an orally available, small molecule inhibitor of Interleukin-1 receptor associated kinase, or IRAK4 and FMS-like tyrosine kinase 3 or FLT3. Emavusertib is currently being evaluated in the TakeAim Lymphoma Phase 1/2 study (CA-4948-101) in patients with relapsed/refractory primary central nervous system lymphoma, or PCNSL, in combination with ibrutinib, a Bruton Tyrosine Kinase inhibitor or BTK inhibitor and in our recently initiated TakeAim CLL study, a Phase 2 combination study of emavusertib in chronic lymphocytic leukemia, or CLL, with zanubrutinib, a BTK inhibitor. Our monotherapy and combination studies of emavusertib in AML are substantially complete. Emavusertib has received Orphan Drug Designation from the U.S. Food and Drug Administration, or FDA, for the treatment of PCNSL, AML and MDS and from the European Commission for the treatment of PCNSL. We, through our 2015 collaboration with Aurigene Discovery Technologies Limited, or Aurigene, have the exclusive license to emavusertib (CA-4948). Emavusertib Emavusertib is a small molecule inhibitor of Interleukin-1 receptor associated kinase, or IRAK4, and FMS‐like tyrosine kinase 3, or FLT3. IRAK4 plays an essential role in the toll-like receptor, or TLR, and interleukin-1 receptor, or IL-1R, signaling pathways, which are frequently dysregulated in patients with cancer. TLRs and the IL-1R family signal through the adaptor protein Myeloid Differentiation Primary Response Protein 88, or MYD88, which results in the assembly and activation of IRAK4, initiating a signaling cascade that induces cytokine and survival factor expression mediated by the NF-κB protein complex. Many B-cell leukemias and lymphomas are associated with constitutive activation of the NF-κB protein complex, which contributes to these cancers' proliferation and survival. The B-cell receptor, or BCR, and TLR pathways drive NF-κB activation. Preclinical studies have demonstrated that targeting both the BCR and TLR pathways is more synergistic than targeting either pathway alone. Similarly, preclinical studies targeting IRAK4 in combination with FLT3 have demonstrated the ability to overcome the adaptive resistance incurred when targeting FLT3 alone. In acute myeloid leukemia, or AML, emavusertib has shown monotherapy anti-tumor activity, particularly those with a FLT3 mutation, as well as synergy with both azacitidine and venetoclax. In non-Hodgkin's lymphoma patients, emavusertib has shown anti-tumor activity in combination with a BTK inhibitor. In January 2026, we announced that we are focusing our operations on our ongoing combination Phase 1/2 study in relapsed/refractory, or R/R, PCNSL with ibrutinib and our recently initiated Phase 2 combination study of emavusertib in CLL with zanubrutinib. Our monotherapy and combination studies of emavusertib in AML are substantially complete, with additional funding, we plan to continue development of emavusertib in AML. TakeAim CLL In August 2025, we announced a Phase 2 open label clinical study of emavusertib in combination with zanubrutinib in frontline CLL (CA-4948-203, NCT07271667), also known as the TakeAim CLL study. In July 2026, we announced the first five patients in the study were dosed. TakeAim Lymphoma Emavusertib is currently undergoing testing in combination with ibrutinib in a Phase 1/2 open-label, single arm expansion trial in patients with R/R PCNSL (CA-4948-101, NCT03328078), also known as the TakeAim Lymphoma Phase 1/2 study. In June 2022 and December 2023, we provided preliminary clinical data for patients with various hematological malignancies in the combination portion of the ongoing TakeAim Lymphoma Phase 1/2 study. In December 2023, we provided clinical and safety data of emavusertib in combination with ibrutinib in several non-Hodgkin's lymphoma subtypes, including PCNSL. In July and December 2024, emavusertib was granted Orphan Drug Designation by the European Commission and the U.S. Food and Drug Administration, or FDA, respectively, for the treatment of patients with PCNSL. In September 2024, March 2025, November 2025, and July 2026 we provided additional clinical data of emavusertib in combination with ibrutinib in R/R PCNSL. In March 2025, we announced that we had completed productive meetings with both the European Committee for Medicinal Products for Human Use, or CHMP, and the FDA on the suitability of using the ongoing TakeAim Lymphoma Phase 1/2 study to support a potential accelerated regulatory path for a Conditional Marketing Authorization, or CMA, submission in Europe and a New Drug Application, or NDA, submission in the U.S. For submission in Europe, we engaged CHMP for scientific advice on the potential for CMA submission, with the following feedback: • Current, single-arm, study could support a CMA; • Primary endpoint of Overall Response Rate, or ORR, for a single-arm study is supported; • 45 patients may be sufficient to support a CMA, assuming compelling and consistent results; 23
Page 24
Table of Contents • Due to the rarity of disease the proposed size of the safety database may be acceptable and will be a review issue for CMA; and • Contribution of effect of each of emavusertib and ibrutinib as well as the emavusertib/ibrutinib combination in a BTKi-naïve population is required for CMA. For submission in the U.S., we discussed with FDA the potential for an NDA submission for Accelerated Approval based on the lack of approved treatments, with the following feedback: • Current, single-arm, study could support a submission for Accelerated Approval; • ORR, supported by adequate duration of response, could be acceptable for Accelerated Approval; • The number of patients needed to support safety and efficacy is a review issue, which is part of the NDA submission process; and • An analysis of 100 mg vs 200 mg emavusertib dosing and contribution of effect of emavusertib, ibrutinib, and the emavusertib/ibrutinib combination in a BTKi-naïve population is required prior to NDA submission. Both the CHMP and FDA encouraged us to continue discussions to align on the confirmatory study design, which is required prior to the CMA or NDA submission. Our Collaboration and License Agreement In January 2015, we entered into an exclusive collaboration agreement with Aurigene, which was amended in September 2016, February 2020, and September 2024, for the discovery, development and commercialization of small molecule compounds in the areas of immuno- oncology and precision oncology worldwide, except for India and Russia, which are territories retained by Aurigene. We currently have licensed the IRAK4 (including emavusertib), PD1/TIM3, and an immuno-oncology program under the Aurigene collaboration. For further information regarding our collaboration and license agreement, refer to Note 6, Research and Development Collaborations, in the accompanying Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and Note 9, Research and Development Collaborations, in Item 8 of Part II of our Annual Report on Form 10-K. Liquidity and Events that Raise Substantial Doubt About Our Ability to Continue as a Going Concern Since our inception, we have funded our operations primarily through private and public placements of our equity securities, license fees, contingent cash payments, royalties and research and development funding from our corporate collaborators, and the monetization of certain royalty rights. We have never been profitable on an annual basis and had an accumulated deficit of $1.3 billion as of June 30, 2026. For the six months ended June 30, 2026, we incurred a net loss of $32.8 million and used $18.6 million of cash in operations. We expect to continue to generate operating losses in the foreseeable future. In August 2026, we completed a public offering, or the August 2026 Public Offering, for estimated net proceeds of approximately $4.8 million, after deducting placement agent fees and estimated offering expenses. 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. Our current cash and cash equivalents are not expected to fund our operations beyond 12 months from the date of filing this Quarterly Report on Form 10-Q. We will require substantial additional funds in the immediate term to maintain our research and development program and support operations. See “Liquidity and Capital Resources—Funding Requirements” below and Note 1, Nature of Business, in the accompanying Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for a further discussion of our liquidity and the conditions and events that raise substantial doubt regarding our ability to continue as a going concern. We will need to generate significant revenues to achieve profitability, and do not expect to achieve profitability in the foreseeable future, if at all. 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. Our ability to raise additional funds will depend on, among other factors, financial, economic and market conditions, as well as maintaining our listing on Nasdaq, many of which are outside of our control, and we may be unable to raise financing when needed, or on terms favorable to us. 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 could adversely affect our business prospects and our ability to 24
Page 25
Table of Contents 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. Key Drivers We believe near term key drivers to our success will include: • our ability to focus and successfully plan and execute current and planned clinical trials for emavusertib, and for such clinical trials to generate favorable data; • our ability to raise additional financing to fund operations; and/or • our ability to collaborate or license emavusertib and to successfully develop and commercialize emavusertib. Financial Operations Overview General. Our future operating results will largely depend on the progress of emavusertib. The results of our operations will vary significantly from year to year and quarter to quarter and depend on, among other factors, the cost and outcome of any preclinical development or clinical trials then being conducted. For a discussion of our liquidity and funding requirements, see “Liquidity and Events that Raise Substantial Doubt About Our Ability to Continue as a Going Concern” and “Liquidity and Capital Resources—Funding Requirements”. Revenue. We do not expect to generate any revenues for several years, if ever. Substantially all of our revenues to date have been derived from license fees, research and development payments, and other amounts that we have received from our strategic collaborators and licensees, including royalty payments. We previously recognized royalty revenues related to Genentech’s sales of Erivedge as part of the Genentech License Agreement. However, a significant portion of our royalty and royalty-related revenues under our collaboration with Genentech was paid to Oberland, pursuant to the Oberland Purchase Agreement. Following the sale of Erivedge in November 2025, we are no longer entitled to revenues under the Genentech License Agreement. For additional information regarding the Genentech License Agreement and Oberland Purchase Agreement, see Note 6, Research and Development Collaborations, in the accompanying Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q. Research and Development. Research and development expense primarily consists of costs incurred to develop emavusertib. These expenses consist primarily of: • salaries and related expenses for personnel, including stock-based compensation expense; • costs of conducting clinical trials, including amounts paid to clinical centers, clinical research organizations and consultants, among others; • other outside service costs, including regulatory costs and costs for contract manufacturing; • the cost of companion drugs; • facility costs; and • certain payments that we may make to Aurigene under our collaboration agreement, including, for example, milestone payments. We expense research and development costs as incurred. Research and development activities are central to our business. Drug candidates in later stages of clinical development generally have higher development costs than those in earlier stages, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect that our research and development expenses will increase substantially over the next 25
Page 26
Table of Contents several years if and as we conduct larger clinical trials of emavusertib; prepare regulatory filings for emavusertib; continue to develop additional drug candidates; and potentially advance our drug candidates into later stages of clinical development. The successful development and commercialization of emavusertib is highly uncertain. At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical and clinical development of emavusertib. This uncertainty is due to the numerous risks and uncertainties associated with product development and commercialization, including the uncertainty of: • our ability to successfully enroll our current and future clinical trials and our ability to initiate future clinical trials; • the scope, quality of data, rate of progress and cost of clinical trials and other research and development activities undertaken by us or our collaborators; • the cost and timing of regulatory approvals and maintaining compliance with regulatory requirements; • the results of future preclinical studies and clinical trials; • the cost of establishing clinical and commercial supplies of emavusertib and any products that we may develop; • the cost and timing of establishing sales, marketing and distribution capabilities; • our ability to become and remain profitable, which requires that we, either alone or with collaborators, must develop and eventually commercialize emavusertib with significant market potential and successfully launch a product for commercial sale; • the effect of competing technological and market developments; and • the cost and effectiveness of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights. Any changes in the outcome of any of these variables with respect to the development of emavusertib could mean a significant change in the costs and timing associated with the development of emavusertib. For example, if the FDA or another regulatory authority requests additional or unanticipated data for our clinical trials or requires us to conduct clinical trials or other testing beyond those that we currently expect, or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time to complete clinical development of that drug candidate. We may never obtain regulatory approval for emavusertib. If we do obtain regulatory approval for our drug candidate, drug commercialization will take several years and the associated costs will be significant. A further discussion of some of the risks and uncertainties associated with completing our research and development program on schedule, or at all, and some consequences of failing to do so, are set forth under Item 1A, “Risk Factors” of Part I of our Annual Report on Form 10-K, as supplemented by the risk factors discussed in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q. General and Administrative. General and administrative expense consists primarily of salaries and related expenses, including stock- based compensation expense for personnel in executive, finance, accounting, business development, legal, information technology, corporate communications and human resource functions. Other costs include facility costs not otherwise included in research and development expense, insurance, and professional fees for legal, patent and accounting services. 26
Page 27
Table of Contents Results of Operations Three and Six Months Ended June 30, 2026 and 2025 The following table summarizes our results of operations for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, PercentageIncrease(Decrease) Six Months Ended June 30, PercentagIncrease(Decrease2026 2025 2026 2025 (in thousands) (in thousands) Revenues, net: $ — $ 2,749 (100)% $ — $ 5,129 (10 Costs and expenses: Cost of royalties — 16 (100)% — 30 (10 Research and development 6,714 7,458 (10)% 13,163 15,997 (1 General and administrative 3,226 3,526 (9)% 8,296 7,510 1 Other income (expense) 1,359 (342) >100% (11,321) (801) >10 Net loss $ (8,581)$ (8,593) <(1%)$ (32,780)$ (19,209) 7 Revenues, net Revenues, net during the three and six months ended June 30, 2025 was primarily comprised of royalties on net sales of Erivedge. Following the sale of Erivedge in November 2025, we are no longer entitled to royalties on net sales of Erivedge. Cost of Royalties Cost of royalties during the three and six months ended June 30, 2025 was comprised of amounts due to third-party university patent licensors in connection with Genentech and Roche's net sales of Erivedge. Following the sale of Erivedge in November 2025, we are no longer obligated to make payments to licensors. Research and Development Expenses. Research and development expenses are summarized as follows: Three Months Ended June 30, PercentageIncrease(Decrease) Six Months Ended June 30, PercentageIncrease(Decrease)2026 2025 2026 2025 (in thousands) (in thousands) Direct research and development $ 4,546 $ 4,278 6 % $ 8,198 $ 9,275 (12)% Employee related 1,863 2,771 (33)% 4,362 5,901 (26)% Facility related 305 409 (25)% 603 821 (27)% Total research and development expenses$ 6,714 $ 7,458 (10)% $ 13,163 $ 15,997 (18)% Research and development expenses decreased by $0.7 million, or 10%, in the three months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily attributable to lower employee related costs, partially offset by an increase in manufacturing costs. Research and development expenses decreased by $2.8 million, or 18%, in the six months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily attributable to lower employee related, clinical, manufacturing, and research costs. We expect a majority of our research and development expenses for the foreseeable future will be incurred in connection with our efforts to advance emavusertib, including clinical and preclinical development costs, manufacturing, and payments to our collaborators and/or licensors. 27
Page 28
Table of Contents General and Administrative Expenses. General and administrative expenses are summarized as follows: Three Months Ended June 30, PercentageIncrease(Decrease) Six Months Ended June 30, PercentageIncrease(Decrease)2026 2025 2026 2025 (in thousands) (in thousands) Employee related $ 1,141 $ 1,962 (42)% $ 2,908 $ 3,846 (24)% Professional, legal, and consulting 1,310 820 60 % 3,927 2,083 89 % Facility related 619 535 16 % 1,149 1,167 (2)% Insurance 156 209 (25)% 312 414 (25)% Total general and administrative expenses$ 3,226 $ 3,526 (9)% $ 8,296 $ 7,510 10 % General and administrative expenses decreased by $0.3 million, or 9%, in the three months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily attributable to a decrease in employee related costs, partially offset by an increase in legal costs. General and administrative expenses increased by $0.8 million, or 10% in the six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily attributable to costs associated with the January 2026 PIPE Financing and an increase in legal costs, partially offset by a decrease in employee related costs. Other Income (Expense) Other income (expense) increased by $1.7 million, or greater than 100%, in the three months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily attributable to the change in fair value of the warrant liability associated with the January 2026 PIPE Financing, partially offset by a decrease in the expense related to the sale of future royalties. Other expense increased by $10.5 million, or greater than 100%, in the six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily attributable to the change in fair value of the warrant liability associated with the January 2026 PIPE Financing, partially offset by a decrease in the expense related to the sale of future royalties. Liquidity and Capital Resources We finance our operations primarily through private and public placements of our securities, license fees, contingent cash payments and research and development funding from our corporate collaborators, and the monetization of certain royalty rights. See “Funding Requirements” below and Note 1, Nature of Business, in the accompanying Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for a further discussion of our liquidity and the conditions and events that raise substantial doubt regarding our ability to continue as a going concern. As of June 30, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $5.1 million, excluding restricted cash of $0.5 million. Our cash and cash equivalents are highly liquid investments with a maturity of three months or less at date of purchase. We maintain cash balances with financial institutions in excess of insured limits. Equity Offerings In February 2024, we entered into an amended and restated sales agreement with Cantor Fitzgerald & Co. (“Cantor”) and JonesTrading Institutional Services LLC (“JonesTrading”) (the “2024 Sales Agreement”). Pursuant to the 2024 Sales Agreement, we can sell from time to time up to $100.0 million shares of the Company’s common stock through an “at-the-market offering” program under which Cantor and JonesTrading act as sales agents. We sold no shares of common stock under the 2024 Sales Agreement during the six months ended June 30, 2026. As of June 30, 2026, $98.8 million of shares of common stock remained available for sale under the 2024 Sales Agreement. As long as our public float is under $75.0 million, we are restricted from selling shares of our common stock under our shelf registration statement on Form S-3, including those sold under the 2024 Sales Agreement to an amount, in aggregate, that is no more than one-third of our public float during the 12 month period immediately prior to, and including, any such sale. In October 2024, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we issued and sold: (i) in a registered direct offering, 119,933 shares of our common stock and (ii) in a concurrent private 28
Page 29
Table of Contents placement, warrants to purchase up to an aggregate of 119,933 shares of our common stock, or the October 2024 Common Warrants, at an exercise price of $98.40 per share. We refer to the registered direct offering and concurrent private placement collectively as the October 2024 Offerings. The October 2024 Common Warrants were exercisable immediately upon closing on October 30, 2024 and will expire five years following the issuance date. The combined purchase price for one share of common stock and the associated October 2024 Common Warrant was $100.90. The net proceeds we received from the October 2024 Offerings were approximately $10.8 million, excluding the proceeds from any exercise of the October 2024 Common Warrants. In March 2025, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we issued and sold: (i) in a registered direct offering, 98,724 shares of our common stock and (ii) in a concurrent private placement, (a) in lieu of shares to certain investors, pre-funded warrants to purchase up to an aggregate of 109,204 shares of our common stock, or the March 2025 Pre-Funded Warrants, at an exercise price of $0.20 per share, and (b) warrants to purchase up to an aggregate of 415,846 shares of our common stock, or the March 2025 Common Warrants, at an exercise price of $48.20 per share. We refer to the March 2025 Pre-Funded Warrants and March 2025 Common Warrants collectively as the March 2025 Warrants and the registered direct offering and concurrent private placement collectively as the March 2025 Offerings. Each March 2025 Pre-Funded Warrant was exercisable immediately upon issuance and continuing through and including the date the March 2025 Pre-Funded Warrant is exercised in full. Each March 2025 Common Warrant was exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the March 2025 Common Warrants, which occurred on May 20, 2025, and has a term of five years from the date of issuance. The combined purchase price for one share of our common stock and the associated March 2025 Common Warrant was $48.20. The combined purchase price for one March 2025 Pre-Funded Warrant and the associated March 2025 Common Warrant was $48.00. The net proceeds we received from the March 2025 Offerings were approximately $8.8 million, excluding the proceeds from any exercise of the March 2025 Warrants. In July 2025, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we issued and sold: (i) in a registered direct offering, 76,928 shares of our common stock and (ii) in a concurrent private placement, (a) in lieu of shares to certain investors, pre-funded warrants to purchase up to an aggregate of 76,926 shares of our common stock, or the July 2025 Pre-Funded Warrants, at an exercise price of $0.20 per share, and (b) warrants to purchase up to an aggregate of 153,854 shares of our common stock, or the July 2025 Common Warrants, at an exercise price of $43.00 per share. We refer to the July 2025 Pre-Funded Warrants and the July 2025 Common Warrants collectively as July 2025 Warrants. We refer to the registered direct offering and concurrent private placement collectively as the July 2025 Offerings. Each July 2025 Pre-Funded Warrant was exercisable immediately upon issuance and continuing through and including the date the July 2025 Pre-Funded Warrant is exercised in full. Each July 2025 Common Warrant was exercisable immediately upon issuance and has a term of five years from the date of issuance. The combined purchase price for one share of our common stock and the associated July 2025 Common Warrant was $45.50. The combined purchase price for one July 2025 Pre-Funded Warrant and the associated July 2025 Common Warrant was $45.30. The net proceeds we received from the July 2025 Offerings were approximately $6.1 million, excluding the proceeds from any exercise of the July 2025 Warrants. In January 2026, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we sold and issued: an aggregate of (i) 20,195 shares of our Series B convertible non-redeemable preferred stock, par value $0.01 per share, or the January 2026 Series B Preferred Stock, (ii) Series A warrants, or the January 2026 Series A Common Warrants, to purchase 1,346,346 shares of our common stock (or, in certain circumstances, pre-funded warrants to purchase shares of Common Stock), or the January 2026 Pre-Funded Warrants, (iii) Series B warrants, or the January 2026 Series B Common Warrants, to purchase 1,346,346 shares of common stock (or, in certain circumstances, January 2026 Pre-Funded Warrants) and (iv) Series C warrants to purchase 1,346,346 shares of common stock (or, in certain circumstances, January 2026 Pre-Funded Warrants), or the January 2026 Series C Common Warrants and, together with the January 2026 Series A Common Warrants and the January 2026 Series B Common Warrants, the January 2026 Warrants, in the January 2026 PIPE Financing. Each share of the January 2026 Series B Preferred Stock was sold together with a January 2026 Series A Common Warrant to purchase 66.6665 shares of common stock, a January 2026 Series B Common Warrant to purchase 66.6665 shares of common stock and a January 2026 Series C Common Warrant to purchase 66.6665 shares of common stock, collectively, a Security. The Securities were sold at a purchase price of $1,000.00 per Security. The January 2026 Warrants each have an exercise price of $15.00 per share, subject to conditions defined in the financing agreement, and have the following termination conditions: • Series A Common Warrants terminate on January 8, 2031; • Series B Common Warrants terminate 30 days after we announce dosing of the fifth patient in the Phase 2 clinical trial in CLL, which occurred on July 30, 2026, subject to conditions defined in the financing agreement; and • Series C Common Warrants terminate on July 8, 2027. 29
Page 30
Table of Contents The January 2026 Series B Common Warrants will terminate upon the 30th calendar day following the 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 (the “Initial Termination Date”). We announced the dosing of the fifth patient on July 30, 2026. If the closing sale price of our common stock at the Initial Termination Date is below the exercise price of $15 per share, such exercise price will be reset to the closing sale price of our 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. In March 2026, our stockholders approved the January 2026 PIPE Financing and each outstanding share of Series B Preferred Stock was automatically converted into 66.6665 shares of common stock (the “Automatic Conversion”), subject to the terms of the Certificate of Designations and subject to the applicable Beneficial Ownership Limitations (as defined below). The “Beneficial Ownership Limitations” prohibit the conversion of shares of January 2026 Series B Preferred Stock into common stock in the Automatic Conversion to the extent that, after giving effect to the Automatic Conversion, a purchaser would beneficially own more than a percentage specified by each such purchaser (initially, 4.99%, 9.99% or 19.99%) of the total number of shares of common stock outstanding immediately after giving effect to such conversion. Instead, with respect to any shares of January 2026 Series B Preferred Stock that were not converted in the Automatic Conversion (the “Unconverted Preferred”), we issued such purchaser a Pre-Funded Warrant exercisable for the number of shares of its common stock equal to the common stock issuable upon conversion of the Unconverted Preferred, subject to the terms and conditions of the Pre-Funded Warrant. We issued 1,312,200 shares of common stock and 34,148 January 2026 Pre-Funded Warrants as a result of the Automatic Conversion. The net proceeds we received from the January 2026 PIPE Financing were approximately $18.6 million, excluding the proceeds from any exercise of the January 2026 Warrants. In August 2026, we completed the August 2026 Public Offering with certain new and existing healthcare-focused institutional investors for the purchase and sale of 335,001 shares of our common stock together with warrants to purchase up to 3,733,334 shares of our common stock (the “August 2026 Warrants) at a combined public offering price of $1.50 per share and accompanying common warrant, and in lieu of common stock, to certain investors, Pre-Funded Warrants to purchase up to 3,398,333 shares of our common stock at a combined public offering price of $1.49 per pre-funded warrant and accompanying common warrant. The common warrants have an exercise price of $1.75 per share, are immediately exercisable and expire five years from the issuance date. The pre-funded warrants have an exercise price of $0.01 per share and are immediately exercisable until exercised in full. The net proceeds from the August 2026 Public Offering are expected to be approximately $4.8 million, after deducting placement agent fees and estimated expenses and excluding the proceeds from any exercise of the August 2026 Warrants. Royalty Interest Purchase Agreement In March 2019, we and Curis Royalty entered into the royalty interest purchase agreement, or the Oberland Purchase Agreement, with TPC Investments I LP and TPC Investments II LP, or the Purchasers. We sold to the Purchasers rights to a portion of certain royalty and royalty-related payments excluding a portion of non-U.S. royalties retained by Curis Royalty, referred to as the Purchased Receivables, owed by Genentech under our collaboration agreement with Genentech. In November 2025, we sold Erivedge to TPC Investments Royalty LLC, a limited liability company managed by Oberland Capital Management, LLC, or Oberland, in exchange for upfront consideration of $2.5 million and a release of our liability related to sale of future royalties to Oberland. In connection with such transaction, we transferred to Curis Royalty all rights to Curis Technology, Inventions and Joint Patents (each as defined in the Genentech License Agreement) and assigned our rights, duties and obligations under the Genentech License Agreement to Curis Royalty. Following the sale of Erivedge, we are no longer entitled to revenues under the Genentech License Agreement. 30
Page 31
Table of Contents Cash Flows The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025: Six Months Ended June 30, PercentageIncrease(Decrease)2026 2025 (in thousands) Net cash used in operating activities $ (18,647)$ (15,261) 22 % Net cash provided by investing activities — — N/A Net cash provided by financing activities 18,659 5,402 >100 % Net increase (decrease) in cash and cash equivalents andrestricted cash $ 12 $ (9,859) <(100)% Cash Flows from Operating Activities Cash flows from operating activities consist of our net loss adjusted for various non-cash items and changes in operating assets and liabilities. Cash used in operating activities increased by $3.4 million, or 22%, primarily due to timing of payments. Cash Flows from Investing Activities There was no cash provided by or used in investing activities during both the six months ended June 30, 2026 and 2025. Cash Flows from Financing Activities Cash provided by financing activities increased by $13.3 million, or greater than 100%. Cash provided by financing activities during the six months ended June 30, 2026 was due to proceeds from the January 2026 PIPE Financing. Cash provided by financing activities during the six months ended June 30, 2025 was due to proceeds from the March 2025 Offerings, partially offset by payments related to the Oberland Purchase Agreement. Funding Requirements We have incurred significant losses since our inception. As of June 30, 2026, we had an accumulated deficit of approximately $1.3 billion. We will require substantial funds in the immediate term to continue our research and development program and to fulfill our planned operating goals. Our planned operating and capital requirements currently include the support of our current and future research and development activities for emavusertib as well as development candidates we have and continue to license under our collaboration with Aurigene. We will require substantial additional capital in the immediate term to fund the further development of emavusertib and our general and administrative costs. Moreover, our agreements with collaborators impose significant potential financial obligations on us. In August 2026, we completed the August 2026 Public Offering for estimated net proceeds of approximately $4.8 million, after deducting placement agent fees and estimated offering expenses. 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. Our current cash and cash equivalents are not expected to fund our operations beyond 12 months from the date of filing this Quarterly Report on Form 10-Q. See Note 1, Nature of Business, in the accompanying Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for a further discussion of our liquidity and the conditions and events that raise substantial doubt regarding our ability to continue as a going concern. Our resources are focused on emavusertib. If we are unable to obtain sufficient funding, we will be forced to delay, reduce in scope 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 operations, and would have a negative impact on our financial condition and our ability to pursue our business strategies. We have faced and expect to continue to face substantial difficulties in raising capital. Our ability to raise additional funds will depend on, among other factors, financial, economic and market conditions as well as maintaining our continued listing on Nasdaq, many of which are outside of our control, and we may be unable to raise financing when needed, or on terms favorable to us, or at all. 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. Our failure to raise capital through a financing or strategic alternative as and when needed would have a negative impact 31
Page 32
Table of Contents on our financial condition and our ability to pursue our business strategy. 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. Furthermore, there are a number of factors that may affect our future capital requirements and further accelerate our need for additional working capital, many of which are outside our control, including the following: • unanticipated costs in our research and development program; • the timing and cost of obtaining regulatory approvals for emavusertib and maintaining compliance with regulatory requirements; • payments due to licensors, including Aurigene, for patent rights and technology used in our drug development programs; • the costs of commercialization activities for emavusertib if it receives marketing approval, to the extent such costs are our responsibility, including the costs and timing of establishing drug sales, marketing, distribution and manufacturing capabilities; • unplanned costs to prepare, file, prosecute, defend and enforce patent claims and other patent-related costs, including litigation costs and technology license fees; and • our ability to continue as a going concern. To become and remain profitable, we, either alone or with collaborators, must develop and eventually commercialize one or more drug candidates with significant market potential. This will require us to be successful in a range of challenging activities, including completing preclinical testing and clinical trials of our drug candidates, obtaining marketing approval for these drug candidates, manufacturing, marketing and selling those drugs for which we may obtain marketing approval and satisfying any post marketing requirements. We may never succeed in these activities and, even if we do, may never generate revenues that are significant or large enough to achieve profitability. For the foreseeable future, we will need to spend significant capital in an effort to develop and commercialize emavusertib and we expect to incur substantial operating losses. Our failure to become and remain profitable would, among other things, depress the market price of our common stock and could impair our ability to raise capital, expand our business, diversify our research and development program or continue our operations. New Accounting Pronouncements For detailed information regarding recently issued accounting pronouncements and the expected impact on our Condensed Consolidated Financial Statements, see Note 2(c), New Accounting Pronouncements, in the accompanying Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q. Contractual Obligations There have been no material changes to our contractual obligations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2025. Critical Accounting Estimates The preparation of our Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires that we make estimates and assumptions that affect the reported amounts and disclosure of expenses and certain assets and liabilities at our balance sheet date. We base our estimates on historical experience and on various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. During the six months ended June 30, 2026, there were no material changes to our critical accounting estimates as reported in our Annual Report on Form 10-K. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company, as defined by Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in Item 10(f)(1) of Regulation S-K, and are not required to provide the information under this item. 32
Page 33
Table of Contents Item 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls & Procedures Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of June 30, 2026. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2026, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II—OTHER INFORMATION Item 1A. RISK FACTORS We are subject to a number of risks that could materially and adversely affect our business, financial condition, and results of operations and future prospects, including those identified in Item 1A, “Risk Factors” of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 24, 2026, as supplemented by the updated risk factors set forth below. Other than the risk factors described below, as of June 30, 2026, there have been no material changes from the risk factors previously disclosed in response to Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025. We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern. 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. 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. 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 33
Page 34
Table of Contents 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. If we fail to meet the requirements for continued listing on the Nasdaq Capital Market, our common stock could be delisted from trading, which would decrease the liquidity of our common stock and our ability to raise additional capital. Our common stock is currently listed on the Nasdaq Capital Market. We are required to meet specified requirements to maintain our listing on the Nasdaq Capital Market, including standards relative to minimum stockholders’ equity, minimum market value of publicly held shares and various additional requirements. 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. 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. If we fail to satisfy the Nasdaq Capital Market’s continued listing requirements and we are delisted from Nasdaq, we may transfer to and commence trading on the OTC Markets or another quotation medium. As a result, an investor would likely find it more difficult to trade or obtain accurate price quotations for our shares. Delisting would likely also reduce the visibility, liquidity, and value of our common stock, could have a material adverse effect on our access to capital markets and our ability to raise capital on terms acceptable to us, or at all, to provide stock-based incentives to attract and retain personnel, reduce institutional investor interest in our company, and may increase the volatility of our common stock. Delisting could also be considered a material adverse event or an event of default in certain of our third-party contracts or cause a loss of confidence of potential industry partners, lenders, and employees, which could further harm our business and our future prospects. In addition, our common stock could be deemed to be a “penny stock,” which could result in reduced levels of trading in our common stock, and we would also become subject to additional state securities regulations in connection with any sales of our securities. Some or all of these material adverse consequences may contribute to a further decline in our stock price. Our July 2026 Reverse Stock Split may decrease the liquidity of our common stock. 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. 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. 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 34
Page 35
Table of Contents 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. 35
Page 36
Table of Contents (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 or terminated 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). Item 6. EXHIBITS ExhibitNumber Description 3.1* Restated Certificate of Incorporation of Curis, Inc., as amended 3.2 Certificate of Elimination of the Company’s Series A Convertible Exchangeable Preferred Stock and Series BConvertible Non-Redeemable Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’sCurrent Report on Form 8-K, filed May 22, 2026) 4.1* Form of Pre-Funded Warrant issued pursuant to the Securities Purchase Agreement, dated August 12, 2026, byand among Curis, Inc. and the Purchasers named therein 4.2* Form of Common Warrant issued pursuant to the Securities Purchase Agreement, dated August 12, 2026, byand among Curis, Inc. and the Purchasers named therein 10.1* Form of Incentive Stock Option Agreement under 2026 Incentive Plan 10.2* Form of Non-Statutory Stock Option Agreement under 2026 Incentive Plan 10.3* Form of Restricted Stock Unit Agreement under 2026 Incentive Plan 10.4* Securities Purchase Agreement, dated August 12, 2026, by and among the Company and the Purchasers namedtherein 10.5* Placement Agency Agreement, dated August 12, 2026, by and among Curis, Inc., A.G.P./Alliance GlobalPartners and the other Placement Agent named therein 31.1 * Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the ExchangeAct 31.2 * Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the ExchangeAct 32.1 ** Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.Section 1350 32.2 ** Certification of the Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.Section 1350 101.INS * InLine XBRL Instance Document 101.SCH * InLine XBRL Taxonomy Extension Schema Document 101.CAL * InLine XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF * InLine XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * InLine XBRL Taxonomy Extension Label Linkbase Document 101.PRE * InLine XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File * Filed herewith 36
Page 37
Table of Contents **Furnished herewith 37
Page 38
Table of Contents Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CURIS, INC. Dated: August 14, 2026 By: /S/ JAMES E. DENTZER James E. Dentzer President and Chief Executive Officer (Principal Executive Officer) CURIS, INC. By: /S/ DIANTHA DUVALL Diantha Duvall Chief Financial Officer (Principal Financial and Accounting Officer) 38
Page 39
EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. CURIS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows: The name of the Corporation is Curis, Inc. A Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 14, 2000. This Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation of the Corporation, was duly adopted by the Board of Directors of the Corporation in accordance with the provisions of Sections 141 and 245 of the Delaware General Corporation Law, and was approved by written consent of the stockholders of the Corporation given in accordance with the provisions of Section 228 and Section 242 of the Delaware General Corporation Law (prompt notice of such action having been given to those stockholders who did not consent in writing). The text of the Certificate of Incorporation of the Corporation is hereby restated and amended to read in its entirety as follows: FIRST: The name of this corporation (the “Corporation”) is Curis, Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, and the name of its registered agent at such address is The Corporation Trust Company. THIRD: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designated as common stock, $.01 par value per share (“Common Stock”), and the other of which is designated as preferred stock, $.01 par value per share (“Preferred Stock”). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 130,000,000 shares, consisting of 125,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation. (a) Common Stock (1) General. The voting, dividend and liquidation rights of holders of Common Stock are subject to and qualified by the rights of holders of Preferred Stock of any series as may be designated in any resolution or resolutions providing for the issue of such series as may be adopted by the board of directors as hereinafter provided. STATE OF DELAWARESECRETARY OF STATEDIVISION OF CORPORATIONSFILED 01:30 PM 06/19/2000001309790 - 3152050 (2) Voting. Holders of Common Stock are entitled to one vote for each share held at all meetings of stockholders. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware. (3) Dividends. Dividends may be declared and paid on Common Stock from funds lawfully available therefor, as and when determined by the board of directors and subject to any preferential dividend rights of any series of Preferred Stock then outstanding. 1
Page 40
(4) Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to stockholders of the Corporation, subject to any preferential rights of any series of Preferred Stock then outstanding. (b) Preferred Stock (1) Issuance. Preferred Stock may be issued from time to time in one or more series, each of which series shall have such terms as are set forth herein and in any resolution or resolutions providing for the issue of such series as may be adopted by the board of directors as hereinafter provided. Any shares of Preferred Stock that may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise expressly provided in this Certificate of Incorporation or provided by law. Different series of Preferred Stock shall not be construed to constitute different classes of capital stock for the purposes of voting by classes unless expressly provided. (2) Authority of Board. Authority is hereby expressly granted to the board of directors to provide for the issuance of Preferred Stock from time to time in one or more series, and in connection with the creation of any such series, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights thereof, and qualifications, limitations or restrictions applicable thereto, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, a resolution or resolutions providing for issuance of any series of Preferred Stock may provide for dividend rights, conversion rights, redemption privileges and liquidation preferences applicable to such series and may provide that such series shall rank superior, equal or junior to the Preferred Stock of any other series, in each case except as otherwise expressly provided in this Certificate of Incorporation or as provided by law. Except as otherwise provided in this Certificate of Incorporation, no vote of holders of Common Stock or holders of Preferred Stock shall be a prerequisite to the designation or issuance of any shares of any series of Preferred Stock authorized by and complying with the conditions of this Certificate of Incorporation. FIFTH: Special meetings of stockholders may be called at any time by the Chairman of the Board, the Chief Executive Officer (or if there is no Chief Executive Officer, the President) or the board of directors. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of the general meeting. From and after the effective date of the Form 8-A Registration Statement under the Securities Exchange Act of 1934, as amended, the stockholders of the Corporation shall not be permitted to take any action otherwise required to be taken at any annual meeting or special meeting of the stockholders of the Corporation by a consent in writing in lieu of any such meeting. SIXTH: No director shall be personally liable to the Corporation or to any of its stockholders for monetary damages arising out of such director’s breach of fiduciary duty as a director of the Corporation, except to the extent that the elimination or limitation of such liability is not permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended. No amendment to or repeal of the provisions of this Article SIXTH shall deprive any director of the Corporation of the benefit of the provisions of this Article SIXTH with respect to any act or failure to act of any director occurring prior to such amendment or repeal. SEVENTH: In furtherance of and not in limitation of powers conferred by statute, it is further provided that: (a) Amendment of By-Laws Subject to the limitations and exceptions, if any, contained in the by-laws of the Corporation, the by-laws may be adopted, amended or repealed by the board of directors. (b) Election of Directors Elections of directors need not be by written ballot unless otherwise provided in the by-laws of the Corporation. (c) Location of Corporate Books Subject to any applicable requirements of the General Corporation Law of the State of Delaware, the books of the Corporation may be kept outside the State of Delaware at such location or locations as may be designated from time to time by the board of directors or in the by-laws of the Corporation. EIGHTH: The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was, or has agreed to become, a 2
Page 41
director or officer of the Corporation, or is or was serving or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation (including any partially or wholly owned subsidiary of the Corporation), partnership, joint venture, trust or other enterprise (including any employee benefit plan), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any such action, suit or proceeding to the maximum extent permitted by the General Corporation Law of Delaware. The foregoing right of indemnification shall in no way be exclusive of any other rights of indemnification to which any such director or officer may be entitled, under any by-law, agreement, vote of directors or stockholders or otherwise. No amendment to or repeal of the provisions of this paragraph shall deprive a person of the benefit of this paragraph with respect to any act or failure to act of such person occurring prior to such amendment or repeal. NINTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case my be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation. TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the General Corporation Law of the State of Delaware and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding any provision of law, any other provision of this Certificate of Incorporation or any provision of the by-laws of the Corporation, the affirmative vote of the holders of three-fourths of the shares of capital stock of the Corporation issued and outstanding and entitled to vote shall be required to amend or repeal, or to adopt any provision inconsistent with, any provision of Article FIFTH or this Article TENTH. ELEVENTH: The name of the sole incorporator of the Corporation is Jonathan H. Hulbert and his mailing address is c/o Foley, Hoag & Eliot LLP, One Post Office Square, Boston, Massachusetts 02109. 3
Page 42
IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be executed by the undersigned as of the 16 day June, 2000. CURIS, INC. By: /s/ Doros Platika Doros PlatikaPresident and Chief Executive Officer th 4
Page 43
State of Delaware Secretary of State Division of Corporations Delivered 02:45 PM 05/30/2013 FILED 02:36 PM 05/30/2013 SRV 130697723 - 3152050 FILE CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. Curis, 1nc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware by the Board of Directors and holders of a majority of the outstanding stock of the Corporation entitled to vote thereon. THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows: “FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designated as common stock, $.01 par value per share (“Common Stock”), and the other of which is designated as preferred stock, $.01 par value per share (“Preferred Stock”). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 230,000,000 shares, consisting of 225,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation.” * * * 5
Page 44
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 30 day of May, 2013. By: /s/ Dan Passeri Dan PasseriTitle: Chief Executive Officer th 6
Page 45
State of Delaware Secretary of State Division of Corporations Delivered 10:46 AM 05/15/2018 FILED 10:46 AM 05/15/2018 SR 20183757772 - File Number 3152050 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. Curis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware by the Board of Directors and holders of a majority of the outstanding stock of the Corporation entitled to vote thereon. THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of Article FOURTH of the Restated Certificate of 1ncorporation is hereby amended and restated as follows: "FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designated as common stock, $.01 par value per share ("Common Stock"), and the other of which is designated as preferred stock, $.01 par value per share ("Preferred Stock"). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 342,500,000 shares, consisting of 337,500,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation." 7
Page 46
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 15 day of May, 2018. /s/ Ali Fattaey By: Ali Fattaey, Ph.D. Title: President and Chief Executive Officer th 8
Page 47
State of Delaware Secretary of State Division of Corporations Delivered 08:05 AM 0512912018 FILED 08:05 AM 0512912018 SR 20184453936 - File Number 3152050 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. Curis, 1nc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware by the Board of Directors and holders of a majority of the outstanding stock of the Corporation entitled to vote thereon. THIRD: That upon the effectiveness of this Certificate of Amendment, Article FOURTH of the Restated Certificate of Incorporation is hereby amended by adding the following two paragraphs as the first two paragraphs in lieu of the existing first paragraph of such Article FOURTH: "Effective at 5:00 p.m., Eastern Time, on the date of filing of this Certificate of Amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Effective Time"), a one-for-five reverse stock split of the Corporation's common stock, $0.01 par value per share (the "Common Stock"), shall become effective, pursuant to which each five shares of Common Stock issued or outstanding (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the "Reverse Stock Split"). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.01 par value per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment equal to the fraction of a share of Common Stock to which such holder would otherwise be entitled multiplied by the fair value per share of the Common Stock immediately prior to the Effective Time as determined by the Board of Directors of the Corporation. Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares formerly represented by such certificate have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time); provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified. The Corporation is authorized to issue two classes of capital stock, one of which is designated as Common Stock, and the other of which is designated as preferred stock, $.01 par value per share ("Preferred Stock"). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 72,500,000 shares, consisting of 67,500,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the 9
Page 48
designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation." * * * 10
Page 49
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 29 day of May, 2018. /s/ Ali Fattaey By: Ali Fattaey, Ph.D. Title: President and Chief Executive Officer th 11
Page 50
State of Delaware Secretary of State Division of Corporations Delivered 02:54 Pi\I 05123/2019 FILED 02:54 Pi\! 05123/2019 SR 20194444435 - File Number 3152050 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. Curis, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware by the Board of Directors and holders of a majority of the outstanding stock of the Corporation entitled to vote thereon. THIRD: That upon the effectiveness of this Certificate of Amendment, the first two paragraphs of Article FOURTH of the Restated Certificate of Incorporation are hereby amended and restated as follows: "FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designated as common stock, $.01 par value per share ("Common Stock"), and the other of which is designated as preferred stock, $.01 par value per share ("Preferred Stock"). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 106,250,000 shares, consisting of 101,250,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation." 12
Page 51
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 23 day of May, 2019. /s/ James E. Dentzer By: James E. Dentzer Title: President and Chief Executive Officer rd 13
Page 52
State of Delaware Secretary of State Division of Corporations Delivered 04:32 PM 06/04/2020 FILED 04:32 PM 06/04/2020 SR 20205507455 - File Number 3152050 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. Curis, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set faith in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware by the Board of Directors and holders of a majority of the outstanding stock of the Corporation entitled to vote thereon. THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows: "FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designated as common stock, $.01 par value per share ("Common Stock"), and the other of which is designated as preferred stock, $.01 par value per share ("Preferred Stock"). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 156,875,000 shares, consisting of 151,875,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation." 14
Page 53
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 4 day of June, 2020. /s/ James E. Dentzer By:Title:James E. DentzerPresident and Chief Executive Officer th 15
Page 54
State of Delaware Secretary of State Division of Corporations Delivered 08:28 PM 05/28/2021 FILED 08:28 PM 05/28/2021 SR 20212231164 - File Number 3152050 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. Curis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware by the Board of Directors and holders of a majority of the outstanding stock of the Corporation entitled to vote thereon. THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows: “FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designated as common stock, $.01 par value per share (“Common Stock”), and the other of which is designated as preferred stock, $.01 par value per share (“Preferred Stock”). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 232,812,500 shares, consisting of 227,812,500 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation.” 16
Page 55
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 28th day of May, 2021. /s/ James E. Dentzer By:Title:James E. DentzerPresident and Chief Executive Officer 17
Page 56
State of Delaware Secretary of State Division of Corporations Delivered 12:09 PM 09/26/2023 FILED 12:09 PM 09/26/2023 SR 20233579476 - File Number 3152050 CERTIFICATE OF AMENDMENT OFRESTATED CERTIFICATE OF INCORPORATIONOFCURIS, INC. Curis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the GeneralCorporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing andapproving an amendment to the Restated Certificate of Incorporation of the Corporation to (i) increase the numberof authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares ofCommon Stock of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth inthis Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the GeneralCorporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation. THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of ArticleFOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows: “FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designatedas common stock, $0.01 par value per share (“Common Stock”), and the other of which is designated as preferredstock, $0.01 par value per share (“Preferred Stock”). The total number of shares of both classes of capital stock thatthe Corporation shall have authority to issue is 460,625,000 shares, consisting of 455,625,000 shares of CommonStock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one ormore series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations andthe powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class ofcapital stock of the Corporation.” 18
Page 57
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has beenexecuted by a duly authorized officer of the Corporation on this 26 day of September, 2023. CURIS, INC. /s/ James E. Dentzer By:Title:James E. DentzerPresident and ChiefExecutive Officer th 19
Page 58
State of Delaware Secretary of State Division of Corporations Delivered 08:01 AM 09/28/2023 FILED 08:01 AM 09/28/2023 SR 20233598364 - File Number 3152050 CERTIFICATE OF AMENDMENT OFRESTATED CERTIFICATE OF INCORPORATIONOFCURIS, INC. Curis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the GeneralCorporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing andapproving an amendment to the Restated Certificate of Incorporation of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forthin this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the GeneralCorporation Law of Delaware by the Board of Directors and stockholders of the Corporation. THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of ArticleFOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows: “FOURTH: At 5:00 p.m., Eastern Time, on the date of filing of this Certificate of Amendment to theRestated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), aone-for-twenty reverse stock split of the Corporation’s common stock, $0.01 par value per share (the “CommonStock”), shall become effective, pursuant to which each twenty shares of Common Stock issued and outstandingand held of record by each stockholder of the Corporation or issued and held by the Corporation in treasuryimmediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid andnonassessable share of Common Stock automatically and without any action by the holder thereof upon theEffective Time and shall represent one share of Common Stock from and after the Effective Time (suchreclassification and combination of shares, the “Reverse Stock Split”). The par value of the Common Stockfollowing the Reverse Stock Split shall remain at $0.01 par value per share. If, upon aggregating all of theCommon Stock held by a holder of Common Stock immediately following the Reverse Stock Split a holder ofCommon Stock would otherwise be entitled to a fractional share of Common Stock, the Corporation shall issue tosuch holder such fractions of a share of Common Stock as are necessary to round the number of shares of CommonStock held by such holder up to the nearest whole share. Each stock certificate or book entry position that, immediately prior to the Effective Time, representedshares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from andafter the Effective Time, automatically and without the necessity of presenting the same for exchange, representthat number of whole shares of Common Stock after the Effective Time into which the shares formerly representedby such certificate or book entry position have been reclassified (including those fractional shares issued by theCorporation in connection with the Reverse Stock Split to round the number of shares held by such holder at theEffective Time up to the nearest whole share); provided, however, that each stockholder of record holding acertificate or book entry position that represented shares of Common Stock that were issued and outstandingimmediately prior to the Effective Time shall receive, upon surrender of such certificate or book entry position, anew certificate or book entry position evidencing and representing the number of whole shares of Common Stockafter the Effective Time into which the shares of Common Stock formerly represented by such certificate or bookentry position shall have been reclassified (including those fractional shares issued by the Corporation inconnection with the Reverse Stock Split to round the number of shares held by such holder at the Effective 20
Page 59
Time up to the nearest whole share). The Corporation is authorized to issue two classes of capital stock, one ofwhich is designated as Common Stock, and the other of which is designated as preferred stock, $0.01 par value pershare (“Preferred Stock”). The total number of shares of both classes of capital stock that the Corporation shallhave authority to issue is 27,781,250 shares, consisting of 22,781,250 shares of Common Stock and 5,000,000shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth inSection (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferencesand rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of theCorporation.” 21
Page 60
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has beenexecuted by a duly authorized officer of the Corporation on this 28 day of September, 2023. CURIS, INC. /s/ James E. Dentzer By:Title:James E. DentzerPresident and ChiefExecutive Officer th 22
Page 61
State of Delaware Secretary of State Division of Corporations Delivered 10:05 AM 05/22/2024 FILED 10:05 AM 05/22/2024 SR 20242340979 - File Number 3152050 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. Curis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation. THIRD: That upon the effectiveness of this Certificate of Amendment, the two paragraphs of Article FOURTH of the Restated Certificate of Incorporation are hereby amended and restated as follows: “FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designated as common stock, $0.01 par value per share (“Common Stock”), and the other of which is designated as preferred stock, $0.01 par value per share (“Preferred Stock”). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 39,171,875 shares, consisting of 34,171,875 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation.” 23
Page 62
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 21st day of May, 2024. CURIS, INC. /s/ James E. Dentzer By: Title: James E. DentzerPresident and ChiefExecutive Officer 24
Page 63
State of Delaware Secretary of State Division of Corporations Delivered 03:56 PM 05/20/2025 FILED 3:56 PM 05/20/2025 SR 20252476505 - File Number 3152050 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. Curis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation. THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows: “FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designated as common stock, $0.01 par value per share (“Common Stock”), and the other of which is designated as preferred stock, $0.01 par value per share (“Preferred Stock”). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 73,343,750 shares, consisting of 68,343,750 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation.” 25
Page 64
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 20th day of May, 2025. CURIS, INC. /s/ James E. Dentzer By: Title: James E. DentzerPresident and ChiefExecutive Officer 26
Page 65
State of Delaware Secretary of State Division of Corporations Delivered 03:18 PM 03/17/2026 FILED 3:18 PM 03/17/2026 SR 20261238214 - File Number 3152050 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. Curis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation. THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows: “FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designated as common stock, $0.01 par value per share (“Common Stock”), and the other of which is designated as preferred stock, $0.01 par value per share (“Preferred Stock”). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 288,757,150 shares, consisting of 283,757,150 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation.” 27
Page 66
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 17 day of March, 2026. CURIS, INC. /s/ James E. Dentzer By: Title: James E. DentzerPresident and ChiefExecutive Officer th 28
Page 67
State of Delaware Secretary of State Division of Corporations Delivered 06:03 PM 05/19/2026 FILED 06:04 PM 05/19/2026 SR 20262709496 - File Number 3152050 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. Curis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation. THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows: “FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designated as common stock, $0.01 par value per share (“Common Stock”), and the other of which is designated as preferred stock, $0.01 par value per share (“Preferred Stock”). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 572,514,300 shares, consisting of 567,514,300 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation.” 29
Page 68
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 19 day of May, 2026. CURIS, INC. /s/ James E. Dentzer By: Title: James E. Dentzer President and Chief Executive Officer th 30
Page 69
State of Delaware Secretary of State Division of Corporations Delivered 08:04 AM 07/02/2026 FILED 08:04 AM 07/02/2026 SR 20263605562 - File Number 3152050 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS, INC. Curis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation. SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware by the Board of Directors and stockholders of the Corporation. THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows: “FOURTH: At 5:00 p.m., Eastern Time, on the date of filing of this Certificate of Amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), a one-for-twenty reverse stock split of the Corporation’s common stock, $0.01 par value per share (the “Common Stock”), shall become effective, pursuant to which each twenty shares of Common Stock issued and outstanding and held of record by each stockholder of the Corporation immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.01 par value per share. If, upon aggregating all of the Common Stock held by a holder of Common Stock immediately following the Reverse Stock Split a holder of Common Stock would otherwise be entitled to a fractional share of Common Stock, the Corporation shall issue to such holder such fractions of a share of Common Stock as are necessary to round the number of shares of Common Stock held by such holder up to the nearest whole share. Each stock certificate or book entry position that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares formerly represented by such certificate or book entry position have been reclassified (including those fractional shares issued by the Corporation in connection with the Reverse Stock Split to round the number of shares held by such holder at the Effective Time up to the nearest whole share); 31
Page 70
provided, however, that each stockholder of record holding a certificate or book entry position that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate or book entry position, a new certificate or book entry position evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate or book entry position shall have been reclassified (including those fractional shares issued by the Corporation in connection with the Reverse Stock Split to round the number of shares held by such holder at the Effective Time up to the nearest whole share). The Corporation is authorized to issue two classes of capital stock, one of which is designated as Common Stock, and the other of which is designated as preferred stock, $0.01 par value per share (“Preferred Stock”). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 572,514,300 shares, consisting of 567,514,300 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation.” 32
Page 71
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 2 day of July, 2026. CURIS, INC. /s/ James E. Dentzer By: Title: James E. Dentzer President and Chief Executive Officer nd 33
Page 72
Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK CURIS, INC. Warrant Shares: [●] Initial Exercise Date: [●] Issue Date: [●] THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and through and including the date this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curis, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated [●], among the Company and the purchasers signatory thereto. Section 2. Exercise. a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto, and delivered in accordance with the notice requirements set forth in Section 5(h) (the “Notice of Exercise”). Within the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price (as defined below) for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is applicable and specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the
Page 73
purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. b) Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.01 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.01 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.01, subject to adjustment hereunder (the “Exercise Price”). c) Cashless Exercise. If at the time of exercise hereof in accordance with the terms there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and for purposes of Rule 144, the holding period of
Page 74
the Warrant Shares being issued may be tacked on to the holding period of this Warrant (provided, in each case, that the Commission continues to take the position that such treatment is proper at the time of such exercise). The Company agrees not to take any position contrary to this Section 2(c), except to the extent required by applicable law, rule or regulation. “Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined in good faith by the Board of Directors of the Company. “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined in good faith by the Board of Directors of the Company. d) Mechanics of Exercise. i.Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement covering the issuance of the Warrant Shares by the Company or (B) in the case of a cashless exercise of the Warrant, the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and in each case, at the request of the Holder, in electronic book entry form to the account of the Holder or by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date
Page 75
that is the number of Trading Days comprising the Standard Settlement Period subject to the delivery to the Company of the Notice of Exercise and at the time of delivery of the aggregate Exercise Price to the Company (other than in the case of a cashless exercise) (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date (subject to receipt of the aggregate exercise price for the applicable exercise (other than in the case of a cashless exercise)), then the Holder will have the right to rescind such exercise. iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than such failure that is solely due to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver, but did not timely deliver, to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
Page 76
and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice within two (2) Trading Days after the occurrence of a Buy-In indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share. vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder or its agent or attorney and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall, to the extent applicable, pay all Transfer Agent fees required for processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for electronic delivery of the Warrant Shares. vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof. e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as
Page 77
defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice from the Company or the Transfer Agent to the Holder setting forth the number of shares of Common Stock outstanding. Upon the written request of a Holder, the Company shall within two (2) Trading Days confirm in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon written notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61 day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or st
Page 78
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Holder is a member, to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this Section 2(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), are subject to a limitation on conversion or exercise analogous to the limitation contained herein and are beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act. Section 3. Certain Adjustments. a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be
Page 79
proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. b) Subsequent Rights Offerings. In addition to (but without duplication of) any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution; provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation. d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or
Page 80
consolidation of the Company with or into another Person and the Company is not the surviving entity (other than reincorporation in a different state or a similar transaction pursuant to which the surviving company remains a public company), (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s (including its subsidiaries, taken as a whole) assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 67% of the outstanding voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than a stock split), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 67% of the outstanding voting power of the common equity of the Company, (each, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(d)(viii) on the exercise of this Warrant), the securities, cash and other property of the successor or acquiring corporation (or ultimate parent thereof) or of the Company, if it is the surviving corporation, as applicable, (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(d)(viii) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for the Alternate Consideration, and with an exercise price which applies the exercise price hereunder to such Alternate Consideration (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
Page 81
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. a) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. b) Notice to Holder. i.Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the
Page 82
Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. Section 4. Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form of the Assignment Form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers the Assignment Form attached hereto duly executed by the Holder or its agent or attorney to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto. c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a
Page 83
condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement. e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. Section 5. Miscellaneous. a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant. b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day. d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Page 84
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. e) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
Page 85
g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies (notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date). Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. h) Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 128 Spring Street, Building C - Suite 500, Lexington, Massachusetts 02421, Attn: Chief Financial Officer or e-mail: dduvall@curis.com and notices@curis.com or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
Page 86
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares. l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder, on the other hand. m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. ******************** (Signature Page Follows)
Page 87
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated. CURIS, INC. By: __________________________________________ Name: Diantha Duvall Title: Chief Financial Officer
Page 88
[Signature Page to Pre-Funded Warrant] NOTICE OF EXERCISE TO: CURIS, INC. (1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. (2) Payment shall take the form of (check applicable box): [ ] in lawful money of the United States; or [ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c). (3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below: _______________________________ The Warrant Shares shall be delivered to the following DWAC Account Number: _______________________________ _______________________________ _______________________________ [SIGNATURE OF HOLDER] Name of Investing Entity: ________________________________________________________________________ Signature of Authorized Signatory of Investing Entity: _________________________________________________ Name of Authorized Signatory: ___________________________________________________________________ Title of Authorized Signatory: ____________________________________________________________________ Date: ________________________________________________________________________________________
Page 89
ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: Phone Number: Email Address: (Please Print) ______________________________________ ______________________________________ Dated: _______________ __, ______ Holder’s Signature: Holder’s Address:
Page 90
Exhibit 4.2 WARRANT TO PURCHASE COMMON STOCK CURIS, INC. Warrant Shares: [__] Initial Exercise Date: [__] Issue Date: [__] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [__] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__], 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curis, Inc., a Delaware corporation (the “Company”), up to [__] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) herein. Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated [__], among the Company and the purchasers signatory thereto. Section 2. Exercise. a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto, and delivered in accordance with the notice requirements set forth in Section 5(h) (the “Notice of Exercise”). Within the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price (as defined below) for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is applicable and specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
Page 91
number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $[__], subject to adjustment hereunder (the “Exercise Price”). c) Cashless Exercise. If at the time of exercise hereof in accordance with the terms hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
Page 92
If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and for purposes of Rule 144, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant (provided, in each case, that the Commission continues to take the position that such treatment is proper at the time of such exercise). The Company agrees not to take any position contrary to this Section 2(c), except to the extent required by applicable law, rule or regulation. “Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined in good faith by the Board of Directors of the Company. “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined in good faith by the Board of Directors of the Company. d) Mechanics of Exercise. i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company
Page 93
is then a participant in such system and either (A) there is an effective registration statement covering the issuance of the Warrant Shares by the Company or (B) in the case of a cashless exercise of the Warrant, the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and in each case, at the request of the Holder, in electronic book entry form to the account of the Holder or by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the number of Trading Days comprising the Standard Settlement Period subject to the delivery to the Company of the Notice of Exercise and at the time of delivery of the aggregate Exercise Price to the Company (other than in the case of a cashless exercise) (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. ii.Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date (subject to receipt of the aggregate exercise price for the applicable exercise (other than in the case of a cashless exercise)), then the Holder will have the right to rescind such exercise. iv.Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than a failure caused by incorrect or incomplete information provided by the Holder to the Company and subject to receipt
Page 94
of the aggregate exercise price for the applicable exercise (other than in the case of a cashless exercise)), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy- In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver, but did not timely deliver, to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice within two (2) Trading Days after the occurrence of a Buy-In indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. v.No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share. vi.Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Page 95
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder or its agent or attorney and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall, to the extent applicable, pay all Transfer Agent fees required for processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for electronic delivery of the Warrant Shares. vii.Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof. e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and
Page 96
of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice from the Company or the Transfer Agent to the Holder setting forth the number of shares of Common Stock outstanding. Upon the written request of a Holder, the Company shall within two (2) Trading Days confirm in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99]/[9.99]% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon written notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Holder is a member, to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for
Page 97
purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this Section 2(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), are subject to a limitation on conversion or exercise analogous to the limitation contained herein and are beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act. Section 3. Certain Adjustments. a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. b) Subsequent Rights Offerings. In addition to (but without duplication of) any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock
Page 98
(the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution; provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation. d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person and the Company is not the surviving entity (other than reincorporation in a different state or a similar transaction pursuant to which the surviving company remains a public company), (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s (including its subsidiaries, taken as a whole) assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed
Page 99
pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 67% of the outstanding voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than a stock split), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 67% of the outstanding voting power of the common equity of the Company (each, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the securities, cash and other property of the successor or acquiring corporation (or ultimate parent thereof) or of the Company, if it is the surviving corporation, as applicable, (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction in which the holders of the voting securities of the Company as of immediately prior to such Fundamental Transaction will not, following such Fundamental Transaction, directly or indirectly own at least 50% of the voting securities of the surviving entity or Successor Entity (as defined below), as applicable, and in which the Company is not the Successor Entity, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, if (1) the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, or (2) the Alternate Consideration payable to holders of the Company’s Common Stock in such
Page 100
Fundamental Transaction consists of equity securities of the Successor Entity or acquiring entity that are quoted or listed on a nationally recognized securities exchange, then Holder shall only be entitled to receive from the Company or any Successor Entity or acquiring entity, as applicable, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined below) of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk- free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for the Alternate Consideration, and with an exercise price which applies the exercise price hereunder to such Alternate Consideration (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this
Page 101
Warrant with the same effect as if such Successor Entity had been named as the Company herein. e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. f) Notice to Holder. i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange;
Page 102
provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. g) Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company. Section 4. Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form of the Assignment Form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers the Assignment Form attached hereto duly executed by the Holder or its agent or attorney to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the
Page 103
Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto. c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement. e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. Section 5. Miscellaneous. a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant. b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
Page 104
c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day. d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or
Page 105
consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. e) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws. g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies (notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date).Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. h) Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise,
Page 106
shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 128 Spring Street, Building C - Suite 500, Lexington, Massachusetts 02421, Attn: Chief Financial Officer or e-mail: dduvall@curis.com or notices@curis.com or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e- mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares. l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder, on the other hand. m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any
Page 107
provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. ******************** (Signature Page Follows)
Page 108
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated. CURIS, INC. By: __________________________________________ Name: Diantha Duvall Title: Chief Financial Officer
Page 109
NOTICE OF EXERCISE TO: CURIS, INC. (1) The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. (2) Payment shall take the form of (check applicable box): [ ] in lawful money of the United States; or [ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c). (3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below: The Warrant Shares shall be delivered to the following DWAC Account Number: Name of Investing Entity: ______________________________________________________________________ Signature of Authorized Signatory of Investing Entity: Name of Authorized Signatory: Title of Authorized Signatory: Date:
Page 110
ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: Phone Number: Email Address: (Please Print) Dated: , Holder’s Signature: Holder’s Address:
Page 111
Exhibit 10.1 Notice of Grant of Stock Options and Option Agreement Curis, Inc. ID: 04-3505116 128 Spring Street Lexington, MA 02421 [[FIRSTNAME]] [[LASTNAME]] Option Number: [[GRANTNUMBER]] [[RESADDR1]] Plan: [[STOCKOPTIONPLANNAME]] [[RESCITY]], [[RESSTATEORPROV]] [[RESPOSTALCODE]] ID: [[PARTICIPANTID]] Effective [[GRANTDATE]] (“Grant Date”), you have been granted from the CURIS INC. 2026 Incentive Plan (as amended, the “Plan”) an Incentive Stock Option (the “Option”) to buy a specified number of shares (“Shares”) of CURIS INC. (the “Company”) Common Stock (as defined in the Plan) at a specified price per Share (“Exercise Price”). The details of your Option are as follows: Grant Date [[GRANTDATE]] Vesting Commencement Date [[VESTINGSTARTDATE]] Exercise Price Per Share [[GRANTPRICE]] Total Number of Shares Granted [[SHARESGRANTED]] Term/Expiration Date [[GRANTEXPIRATIONDATE]] Shares in each period will become fully vested on the dates shown below: Vesting Schedule: [[ALLVESTSEGS]]
Page 112
By clicking “Accept”, you and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and the Company's Incentive Stock Option Agreement, all of which are attached and made a part of this document.
Page 113
Terms and Conditions of Incentive Stock Option Agreement 1. Grant of Option. This agreement evidences the grant by Curis, Inc., a Delaware corporation (the “Company”), on the Grant Date to the Participant, an employee of the Company, of an Option to purchase that number of Shares set forth in the Notice of Grant that forms part of this agreement (the “Grant Notice”), in whole or in part, on the terms provided herein and in the Plan, at the Exercise Price Per Share set forth in the Grant Notice. Unless earlier terminated, this Option shall expire at 5:00 p.m., Eastern time, on the Term/Expiration Date set forth in the Grant Notice (the “Final Exercise Date”). Capitalized terms not defined herein shall have the meaning set forth in the Plan or the Grant Notice. The Option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) to the maximum extent permitted by law. Except as otherwise indicated by the context, the term “Participant”, as used in this agreement, shall be deemed to include any person who acquires the right to exercise this Option validly under its terms. In accepting this Option, the Participant agrees and acknowledges that the Participant is subject to, and bound by, the terms of any clawback policy that the Company has in place or may adopt in the future, including without limitation the Company’s Dodd-Frank Compensation Recovery Policy adopted in accordance with stock exchange listing requirements (or any successor policy). The Participant agrees that in the event it is determined in accordance with any such policy that any compensation or compensatory award granted, earned or paid to the Participant including this Option or pursuant to any other compensation arrangement must be forfeited or reimbursed to the Company, the Participant will promptly take any action necessary to effectuate such forfeiture and/or reimbursement as determined by the Company. 2. Vesting Schedule. The Option will vest and become exercisable in accordance with the Vesting Schedule set forth in the Grant Notice. The right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this Option under Section 3 hereof or the Plan. Notwithstanding anything herein to the contrary, upon a termination or cessation of the status of the Participant as an Eligible Participant (as defined below) due to the Participant’s death or disability, the option shall become fully vested and exercisable as of the date of such death or disability. For purposes of this agreement, “disability” shall have the meaning set forth in Section 22(e)(3) of the Code. 3. Exercise of Option. (a) Form of Exercise. Each election to exercise this Option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of Shares 2
Page 114
covered hereby, provided that no partial exercise of this Option may be for any fractional Share or for fewer than ten whole Shares. (b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this Option may not be exercised unless the Participant, at the time he or she exercises this Option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”). (c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise the vested portion of the Option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this Option shall terminate immediately upon written notice to the Participant from the Company describing such violation. For the avoidance of doubt, any unvested portion of the Option shall terminate upon the date the Participant ceases to be an Eligible Participant for any reason. (d) Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for Cause as defined and specified in paragraph (e) below, this Option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this Option shall be exercisable only to the extent that this Option was exercisable by the Participant on the date of his or her death or disability, and further provided that this Option shall not be exercisable after the Final Exercise Date. (e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment is terminated by the Company for Cause, the right to exercise this Option shall terminate immediately upon the effective date of such termination of employment. If the Participant is party to an employment, consulting or severance agreement with the Company that contains a definition of “Cause” for termination of employment or other relationship, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean any (i) willful failure by the Participant, which failure is not cured within 30 days of written notice to the Participant from the Company, to perform his or her material responsibilities to the Company or (ii) willful misconduct by the Participant which affects the business reputation of the Company. The Participant’s employment shall be considered to have been terminated for Cause if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted. 4. Tax Matters. 3
Page 115
(a) Withholding. No Shares will be issued pursuant to the exercise of this Option unless and until the Participant pays to the Company or another entity designated by the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this Option. (b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this Option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this Option, the Participant shall notify the Company in writing of such disposition. (c) Special Tax Consequences. The Participant acknowledges that, to the extent that the aggregate Grant Date Fair Market Value of all Shares with respect to which Incentive Stock Options, including the Option, are first exercisable for the first time by the Participant in any calendar year exceeds $100,000 (or such other limitation as imposed by Section 422(d) of the Code), the Option and such other options shall be treated as not qualifying under Section 422 of the Code but rather shall be considered Nonstatutory Stock Options. The Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other Incentive Stock Options into account in the order in which they were granted. 5. Transfer Restrictions. This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this Option shall be exercisable only by the Participant. 6. Provisions of the Plan. This Option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this Option. 7. No Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares covered by the Option unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends (whether in cash, in kind or other property), distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan. 8. Not a Contract of Employment or Continued Service. Nothing in the Plan, the Grant Notice or this agreement confers upon the Participant any right to continue in the employ or service of the Company or any subsidiary or interferes with or restricts in any way the rights of the Company and its subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a subsidiary and the Participant. 9. Governing Law. All matters arising out of or relating to this agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws. 10. Entire Agreement. The Plan, the Grant Notice and this agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. 4
Page 116
11. Severability. In the event that any provision of the Grant Notice or this agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this agreement. * * * * * 5
Page 117
Exhibit 10.2 Notice of Grant of Stock Options and Option Agreement Curis, Inc. ID: 04-3505116 128 Spring Street Lexington, MA 02421 [[FIRSTNAME]] [[LASTNAME]] Option Number: [[GRANTNUMBER]] [[RESADDR1]] Plan: [[STOCKOPTIONPLANNAME]] [[RESCITY]], [[RESSTATEORPROV]] [[RESPOSTALCODE]] ID: [[PARTICIPANTID]] Effective [[GRANTDATE]] (“Grant Date”), you have been granted from the CURIS INC. 2026 Incentive Plan (as amended, the “Plan”) a Nonstatutory Stock Option (the “Option”) to buy a specified number of shares (“Shares”) of CURIS INC. (the “Company”) Common Stock (as defined in the Plan) at a specified price per Share (“Exercise Price”). The details of your Option are as follows: Grant Date [[GRANTDATE]] Vesting Commencement Date [[VESTINGSTARTDATE]] Exercise Price Per Share [[GRANTPRICE]] Total Number of Shares Granted [[SHARESGRANTED]] Term/Expiration Date [[GRANTEXPIRATIONDATE]] Shares in each period will become fully vested on the dates shown below: Vesting Schedule: [[ALLVESTSEGS]]
Page 118
By clicking “Accept”, you and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and the Company's Nonstatutory Stock Option Agreement, all of which are attached and made a part of this document.
Page 119
Terms and Conditions of Nonstatutory Stock Option Agreement 1. Grant of Option. This agreement evidences the grant by Curis, Inc., a Delaware corporation (the “Company”), on the Grant Date to the Participant of an Option to purchase that number of Shares set forth in the Notice of Grant that forms part of this agreement (the “Grant Notice”), in whole or in part, on the terms provided herein and in the Plan, at the Exercise Price Per Share set forth in the Grant Notice. Unless earlier terminated, this Option shall expire at 5:00 p.m., Eastern time, on the Term/Expiration Date set forth in the Grant Notice (the “Final Exercise Date”). Capitalized terms not defined herein shall have the meaning set forth in the Plan or the Grant Notice. It is intended that the Option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this agreement, shall be deemed to include any person who acquires the right to exercise this Option validly under its terms. In accepting this Option, the Participant agrees and acknowledges that the Participant is subject to, and bound by, the terms of any clawback policy that the Company has in place or may adopt in the future, including without limitation the Company’s Dodd-Frank Compensation Recovery Policy adopted in accordance with stock exchange listing requirements (or any successor policy). The Participant agrees that in the event it is determined in accordance with any such policy that any compensation or compensatory award granted, earned or paid to the Participant including this Option or pursuant to any other compensation arrangement must be forfeited or reimbursed to the Company, the Participant will promptly take any action necessary to effectuate such forfeiture and/or reimbursement as determined by the Company. 2. Vesting Schedule. The Option will vest and become exercisable in accordance with the Vesting Schedule set forth in the Grant Notice. The right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this Option under Section 3 hereof or the Plan. Notwithstanding anything herein to the contrary, upon a termination or cessation of the status of the Participant as an Eligible Participant (as defined below) due to the Participant’s death or disability, the option shall become fully vested and exercisable as of the date of such death or disability. For purposes of this agreement, “disability” shall have the meaning set forth in Section 22(e)(3) of the Code. 3. Exercise of Option. (a) Form of Exercise. Each election to exercise this Option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of Shares covered hereby, provided that no partial exercise of this Option may be for any fractional Share or for fewer than ten whole Shares. 2
Page 120
(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this Option may not be exercised unless the Participant, at the time he or she exercises this Option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”). (c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise the vested portion of the Option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this Option shall terminate immediately upon written notice to the Participant from the Company describing such violation. For the avoidance of doubt, any unvested portion of the Option shall terminate upon the date the Participant ceases to be an Eligible Participant for any reason. (d) Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for Cause as defined and specified in paragraph (e) below, this Option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this Option shall be exercisable only to the extent that this Option was exercisable by the Participant on the date of his or her death or disability, and further provided that this Option shall not be exercisable after the Final Exercise Date. (e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause, the right to exercise this Option shall terminate immediately upon the effective date of such termination of employment or other relationship. If the Participant is party to an employment, consulting or severance agreement with the Company that contains a definition of “Cause” for termination of employment or other relationship, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean any (i) willful failure by the Participant, which failure is not cured within 30 days of written notice to the Participant from the Company, to perform his or her material responsibilities to the Company or (ii) willful misconduct by the Participant which affects the business reputation of the Company. The Participant’s employment or other relationship shall be considered to have been terminated for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted. 4. Withholding. No Shares will be issued pursuant to the exercise of this Option unless and until the Participant pays to the Company or another entity designated by the Company, or makes provision satisfactory to the Company 3
Page 121
for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this Option. 5. Transfer Restrictions. This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this Option shall be exercisable only by the Participant. 6. Provisions of the Plan. This Option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this Option. 7. No Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares covered by the Option unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends (whether in cash, in kind or other property), distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan. 8. Not a Contract of Employment or Continued Service. Nothing in the Plan, the Grant Notice or this agreement confers upon the Participant any right to continue in the employ or service of the Company or any subsidiary or interferes with or restricts in any way the rights of the Company and its subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a subsidiary and the Participant. 9. Governing Law. All matters arising out of or relating to this agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws. 10. Entire Agreement. The Plan, the Grant Notice and this agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. 11. Severability. In the event that any provision of the Grant Notice or this agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this agreement. * * * * * 4
Page 122
Exhibit 10.3 CURIS, INC Notice of Grant and Restricted Stock Unit Agreement Curis, Inc. (the “Company”) hereby grants you the following restricted stock units (“RSUs”) pursuant to the CURIS INC. 2026 Incentive Plan (as amended, the “Plan”). The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of recipient (the “Participant”): [[FIRSTNAME]] [[LASTNAME]] Number of RSUs granted: [[SHARESGRANTED]] Date of Grant: [[GRANTDATE]] This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of the RSUs. By clicking “Accept”, you and the Company agree that these RSUs are granted under and governed by the terms and conditions of the Plan and the Company’s Restricted Stock Unit Agreement, all of which are attached and made a part of this document.
Page 123
Curis, Inc. Restricted Stock Unit Agreement Incorporated Terms and Conditions 1. Award of Restricted Stock Units. In consideration of services rendered and to be rendered to the Company by the Participant, the Company has granted to the Participant, subject to the terms and conditions set forth in this Restricted Stock Unit Agreement (this “Agreement”) and in Plan, an award with respect to the number of RSUs set forth in the Notice of Grant that forms part of this Agreement (the “Notice of Grant”). Each RSU represents the right to receive one share of common stock, $0.01 par value per share, of the Company (the “Common Stock”) upon vesting of the RSU, subject to the terms and conditions set forth herein. Capitalized terms used without definition in this Agreement have the meanings given to them in the Plan or the Notice of Grant. 2. Vesting. Unless earlier terminated, forfeited, relinquished or expired, one-fourth (1/4) of the RSUs will vest on each of the first four (4) anniversaries of the Date of Grant, with the number of RSUs that vested on any such date being rounded down to the nearest whole RSU and the award becoming vested as to one hundred percent (100%) of the RSUs on the fourth (4th) anniversary of the Date of Grant, subject to the Participant remaining in continuous service to the Company from the Date of Grant through the applicable vesting date. Notwithstanding anything herein to the contrary, upon a termination or cessation of service of the Participant due to the Participant’s death or disability, all Restricted Stock Units held by such Participant that are unvested at the time of such termination shall automatically become fully vested and nonforfeitable. For purposes of this agreement, “disability” shall have the meaning set forth in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). 3. Delivery of Shares. Subject to Section 5 below, the Company shall, as soon as practicable upon the vesting of any portion of the RSUs (but in no event later than March 15 of the year following the year in which such RSUs vest), effect delivery of the Shares with respect to such vested RSUs to the Participant (or, in the event of the Participant’s death following the vesting of such RSUs, to the Participant’s Designated Beneficiary). No Shares will be issued pursuant to this Agreement unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Board. 4. Forfeiture of Unvested RSUs Upon Cessation of Service. In the event that the Participant ceases to be an Eligible Participant (as defined below) for any reason or no reason, with or without cause, all of the RSUs that are unvested as of the time of such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no further rights with respect to the unvested RSUs or any Common Stock that may have been issuable with respect thereto. The Participant shall be an “Eligible Participant” if he or she is an employee, director or officer of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants or advisors of which are eligible to receive awards of RSUs under the Plan. 5. Restrictions on Transfer. The Participant shall not sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of, by operation of law or otherwise any RSUs, or any interest therein, except by will or the laws of descent and distribution. The Company shall not be required to treat as the owner of any RSUs or issue any Common Stock to any transferee to whom such RSUs have been transferred in violation of any of the provisions of this Agreement. 2
Page 124
6. Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock that may be issuable with respect to the RSUs until the issuance of the shares of Common Stock to the Participant following the vesting of the RSUs. 7. Provisions of the Plan. This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement. 8. Tax Matters. (a) Acknowledgments; No Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant’s own tax advisors with respect to the award of RSUs and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the RSUs. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s tax liability that may arise in connection with the acquisition, vesting and/or disposition of the RSUs. The Participant acknowledges that no election under Section 83(b) of the Internal Revenue Code of 1986, as amended, (the “Code”) is available with respect to RSUs. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the RSUs. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Schedule A attached hereto (the “Durable Automatic Sell-to-Cover Instruction”) as the means of satisfying such tax obligation. If the Participant does not execute the Durable Automatic Sell-to-Cover Instruction prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the award then vested, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. 9. Miscellaneous. (a) Authority of Board. In making any decisions or taking any actions with respect to the matters covered by this Agreement, the Board shall have all of the authority and discretion, and shall be subject to all of the protections, provided for in the Plan. All decisions and actions by the Board with respect to this Agreement shall be made in the Board’s discretion and shall be final and binding on the Participant. (b) No Right to Continued Service. The Participant acknowledges and agrees that, notwithstanding the fact that the vesting of the RSUs is contingent upon his or her continued service to the Company, this Agreement does not constitute an express or implied promise of continued service with the Company or confer upon the Participant any rights with respect to continued service with the Company. (c) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws provisions. 3
Page 125
(d) Section 409A. The RSUs awarded pursuant to this Agreement are intended to be exempt from or comply with the requirements of Section 409A of the Code and the Treasury Regulations issued thereunder (“Section 409A”). The delivery of shares of Common Stock on the vesting of the RSUs may not be accelerated or deferred unless permitted or required by Section 409A. (e) Participant’s Acknowledgements. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has received and read the Plan; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) agrees that in accepting this award, he or she will be bound by any clawback policy that the Company has in effect or may adopt in the future. 4
Page 126
Schedule A Durable Automatic Sell-to-Cover Instruction This Durable Automatic Sell-to-Cover Instruction (this “Instruction”), which is being delivered to Curis, Inc. (the “Company”) by the undersigned on the date set forth below (the “Adoption Date”), relates to any restricted stock units that may be granted to me from time to time by the Company under the Company’s equity compensation programs, other than any restricted stock units which by the terms of the applicable award agreement require the Company to withhold shares for tax withholding obligations in connection with the vesting and settlement of such restricted stock units and therefore do not permit sell-to-cover transactions (the restricted stock units subject to this Instruction are referred to as “Covered RSUs”). This Instruction provides for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”)) with respect to Covered RSUs and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act. I acknowledge that upon vesting and settlement of any Covered RSUs in accordance with the applicable Covered RSU’s terms, whether vesting is based on the passage of time or the achievement of performance goals, I will have compensation income equal to the fair market value of the shares of the Company’s common stock subject to the Covered RSUs that are settled on such settlement date and that the Company is required to withhold income and employment taxes in respect of that compensation income. I desire to establish a plan and process to satisfy such withholding obligation in respect of all Covered RSUs through an automatic sale of the number of the shares of the Company’s common stock that would otherwise be issuable to me on each applicable settlement date in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation. I understand that the Company has arranged for the administration and execution of its equity incentive programs and the sale of securities by participants thereunder pursuant to a platform administered by a third party (the “Administrator”) and the Administrator’s designated brokerage partner. Upon the settlement of any of my Covered RSUs after the 30 day following the Adoption Date (or if I am an executive officer of the Company on the Adoption Date, after the later of: (a) the 90 day following the Adoption Date of this Instruction; and (b) two business days following the Company’s filing of its Form 10-K or Form 10-Q covering the fiscal quarter during which this Instruction was entered (but, in any event, subject to a maximum of 120 days after the Adoption Date of this Instruction) (the “Cooling-Off Period”), I hereby appoint the Administrator (or any successor administrator) to automatically sell such number of shares of the Company’s common stock issuable with respect to such Covered RSUs that vested and settled as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by me in connection with the vesting and settlement of such Covered RSUs (based on minimum statutory withholding rates for all tax purposes, including payroll and social security taxes, that are applicable to such income), and the Company shall receive such net proceeds in satisfaction of such tax withholding obligation. I hereby appoint the Chief Executive Officer, the Chief Financial Officer and the General Counsel, and any of them acting alone and with full power of substitution, to serve as my attorneys in fact to arrange for the sale of shares of the Company’s common stock in accordance with this Instruction. I agree to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares of common stock pursuant to this Instruction. th th 5
Page 127
I hereby certify that, as of the Adoption Date: (i) I am not prohibited from entering into this Instruction by the Company’s insider trading policy or otherwise; (ii) I am not aware of any material nonpublic information about the Company or its common stock; and (iii) I am adopting this Instruction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act. _______________________________ Signature _______________________________ Name _______________________________ Date 6
Page 128
Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2026, between Curis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: Article I.DEFINITIONS 1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of thisAgreement, the following terms have the meanings set forth in this Section 1.1: “Acquiring Person” shall have the meaning ascribed to such term in Section 4.2. “Action” shall have the meaning ascribed to such term in Section 3.1(j). “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or iscontrolled by or is under common control with a Person as such terms are used in and construed under Rule 405under the Securities Act. “Board of Directors” means the board of directors of the Company. “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks inThe City of New York are authorized or required by law to remain closed. “Closing” means the closing of the purchase and sale of the Shares, Pre-Funded Warrants and Warrantspursuant to Section 2.1. “Closing Date” means the Trading Day on which all of the Transaction Documents have been executed anddelivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay theSubscription Amount and (ii) the Company’s obligations to deliver the Shares, Pre-Funded Warrants and Warrants,in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading Day following thedate hereof. “Commission” means the United States Securities and Exchange Commission. “Common Stock” means the common stock of the Company, par value $0.01 per share, and any other classof securities into which such securities may hereafter be reclassified or changed. 1
Page 129
“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitlethe holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock,right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, orotherwise entitles the holder thereof to receive, Common Stock. “Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New YorkCity time) on the Trading Day immediately following the date hereof, and (ii) if this Agreement is signed betweenmidnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m.(New York City time) on the date hereof. “Environmental Laws” shall have the meaning assigned to such term in Section 3.1(m). “Evaluation Date” shall have the meaning ascribed to such term in Section 3.1(s). “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulationspromulgated thereunder. “Exempt Issuance” means the issuance of (a) shares of Common Stock, options, restricted stock awards,restricted stock units or other equity awards to employees, officers, directors, consultants or advisors of theCompany pursuant to any stock or option plan or arrangement duly adopted for such purpose, by a majority of thenon-employee members of the Board of Directors or a majority of the members of a committee of non-employeedirectors established for such purpose for services rendered to the Company, (b) securities upon the exercise orexchange of or conversion of the Securities issued hereunder and/or other securities exercisable or exchangeablefor or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided thatsuch securities have not been amended since the date of this Agreement to increase the number of such securities orto decrease the exercise price, exchange price or conversion price of such securities (other than in connection withstock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant toacquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, providedthat such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights thatrequire or permit the filing of any registration statement in connection therewith during the prohibition period inSection 4.12(a) herein; and provided that any such issuance shall only be to a Person (or to the equityholders of aPerson) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a businesssynergistic with the business of the Company and shall provide to the Company additional benefits in addition tothe investment of funds, but shall not include a transaction in which the Company is issuing securities primarily forthe purpose of raising capital or to an entity whose primary business is investing in securities. “FCPA” means the Foreign Corrupt Practices Act of 1977, as amended. “FDA” shall have the meaning ascribed to such term in Section 3.1(ff). “FDCA” shall have the meaning ascribed to such term in Section 3.1(ff). “GAAP” shall have the meaning ascribed to such term in Section 3.1(h). “Hazardous Materials” shall have the meaning assigned to such term in Section 3.1(m). 2
Page 130
“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(p). “Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive rightor other restriction. “Lock-Up Agreements” means the Lock-Up Agreements by and between the Company and the directorsand executive officers of the Company, in the form of Exhibit B attached hereto. “Material Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b). “Material Permits” shall have the meaning ascribed to such term in Section 3.1(n). “Per Share Purchase Price” equals $1.50, subject to adjustment for reverse and forward stock splits, stockdividends, stock combinations and other similar transactions of the Common Stock that occur after the date of thisAgreement and prior to the Closing Date. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association,joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) orother entity of any kind. “Pharmaceutical Product” shall have the meaning ascribed to such term in Section 3.1(ff). “Placement Agents” means A.G.P./Alliance Global Partners and Laidlaw & Company (UK) Ltd. “Pre-Funded Warrant Purchase Price” equals $1.49. “Pre-Funded Warrants” means the pre-funded Common Stock purchase warrants delivered to the Purchasersat the Closing in accordance with Section 2.2(a)(v) hereof, in the form of Exhibit A-1 attached hereto. “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, apartial proceeding, such as a deposition), whether commenced or threatened in writing. “Prospectus” means the final prospectus complying with Rule 424(b) of the Securities Act, including allinformation, documents and exhibits filed with or incorporated by reference into such prospectus, that will be filedwith the Commission in connection with the offer and sale of the Shares, Pre-Funded Warrants, the Warrants andthe Warrant Shares. “Purchaser Party” shall have the meaning ascribed to such term in Section 4.5. “Registration Statement” means the registration statement on Form S-1 filed with the Commission onAugust 10, 2026 and declared effective by the Commission on August 12, 2026 (File No. 333-298203), whichregisters the sale of the Shares, Pre-Funded Warrants, Warrants and the Warrant Shares. “Required Approvals” shall have the meaning ascribed to such term in Section 3.1(e). “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rulemay be amended or interpreted from time to time, or any similar rule or 3
Page 131
regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rulemay be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by theCommission having substantially the same purpose and effect as such Rule. “SEC Reports” shall have the meaning ascribed to such term in Section 3.1(h). “Securities” means the Shares, the Pre-Funded Warrants, the Warrants and the Warrant Shares. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgatedthereunder. “Shares” means the shares of Common Stock issued or issuable to each Purchaser pursuant to thisAgreement, but excluding the Warrant Shares. “Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act(but shall not be deemed to include locating and/or borrowing shares of Common Stock). “Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares, Pre-Funded Warrants and Warrants purchased hereunder as specified below such Purchaser’s name on the signaturepage of this Agreement and next to the heading “Subscription Amount,” in United States dollars and inimmediately available funds. “Subsidiary” means any subsidiary of the Company as set forth in the SEC Reports, and shall, whereapplicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof. “Trading Day” means a day on which the principal Trading Market is open for trading. “Trading Market” means any of the following markets or exchanges on which the Common Stock is listedor quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq GlobalMarket, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successorsto any of the foregoing). “Transaction Documents” means this Agreement, the Warrants, the Pre-Funded Warrants, all exhibits andschedules thereto and hereto and any other documents or agreements executed with the Purchasers in connectionwith the transactions contemplated hereunder. “Transfer Agent” means Computershare Trust Company, N.A., the current transfer agent of the Company,and any successor transfer agent of the Company. “Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants and the Pre-Funded Warrants. “Warrants” means the Common Stock purchase warrants delivered to the Purchasers at the Closing inaccordance with Section 2.2(a)(vi) hereof, which Warrants shall be exercisable immediately upon issuance andhave a term equal to five (5) years, in the form of Exhibit A-2 attached hereto. 4
Page 132
Article II.PURCHASE AND SALE 2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, theCompany agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of$5,566,017.67 of Shares, Pre-Funded Warrants and Warrants. On the Closing Date, each Purchaser’s SubscriptionAmount as set forth on the signature page hereto executed by such Purchaser shall be delivered by wire transfer to abank account designated by the Company. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrants and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchasershall deliver the other items set forth in Section 2.2 deliverable at the Closing. The Shares and Pre-Funded Warrantswill be sold in fixed combinations with the Warrants, with each Purchaser receiving a Warrant to purchase oneshare of Common Stock per each Share or Warrant Share underlying a Pre-Funded Warrant purchased by suchPurchaser. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shalloccur at the offices of the Company or such other location as the parties shall mutually agree or take place remotelyby electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agents, settlementof the Shares shall occur via “Delivery Verus Payment” (“DVP”) (i.e., on the Closing Date, the Company shallissue the Shares in book entry form registered in the Purchasers’ names released by the Transfer Agent directly tothe account(s) identified by each Purchaser , and payment therefor shall be made by the Placement Agents (or itsclearing firm) by wire transfer to the Company). Notwithstanding anything herein to the contrary, if at any time onor after the time of execution of this Agreement by the Company and an applicable Purchaser, through, andincluding the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to anyPerson all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the“Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actionsby such Purchaser or the Company), be deemed to be unconditionally bound to purchase, such Pre-SettlementShares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares tosuch Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; andprovided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute arepresentation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchasershall sell any shares of Common Stock to any Person and that any such decision to sell any shares of CommonStock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Uponreceipt by the Company of the proceeds specified above, the Company shall deliver to each Purchaser itsaccompanying Common Warrants. The Company shall issue the Pre-Funded Warrants, if applicable, and Warrantsto each Purchaser in definitive form on the Closing Date. 2.2 Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to eachPurchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of the Company’s counsel, directed to the Placement Agents and thePurchasers, in form and substance reasonably acceptable to the Placement Agents and the Purchasers, as applicable; (iii) subject to Section 2.1, the Company’s wire instructions, on Company letterhead andexecuted by the Chief Executive Officer or Chief Financial Officer; 5
Page 133
(iv) subject to Section 2.1, the settlement of the Shares shall occur via DVP, a copy of theirrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis, viaThe Depository Trust Company Deposit or Withdrawal at Custodian system, Shares equal to any portion of suchPurchaser’s Subscription Amount, at such Purchaser’s election, divided by the Per Share Purchase Price (roundeddown to the nearest whole share); (v) subject to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaserto purchase up to the number of shares of Common Stock equal to any remaining portion of such Purchaser’sSubscription Amount which was not allocated to the purchase of Shares by such Purchaser pursuant toSection 2.2(a)(iv), divided by the Pre-Funded Warrant Purchase Price (rounded down to the nearest whole share),with an exercise price equal to $0.01 per share, subject to adjustment therein; (vi) subject to Section 2.1, a Warrant registered in the name of such Purchaser to purchaseup to the number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Warrant Sharesunderlying Pre-Funded Warrants purchased by such Purchaser, with an exercise price equal to $1.75 per share,subject to adjustment therein; (vii) the Prospectus (which may be delivered in accordance with Rule 172 under theSecurities Act); and (viii) the duly executed Lock-Up Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to theCompany the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be delivered by each suchPurchaser to the Company at the bank account designated by the Company. 2.3 Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to thefollowing conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warrantiesare qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of therepresentations and warranties of the Purchasers contained herein (unless as of a specific date therein in which casethey shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performedat or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of thisAgreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing aresubject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warrantiesare qualified by materiality or Material Adverse Effect, in all 6
Page 134
respects) when made and on the Closing Date of the representations and warranties of the Company containedherein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performedat or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of thisAgreement; (iv) there shall have been no Material Adverse Effect with respect to the Company sincethe date hereof; (v) from the date hereof to the Closing Date, trading in the Common Stock shall not havebeen suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to theClosing Date, trading in securities generally on any nationally recognized securities exchange as reported byBloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established onsecurities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratoriumhave been declared either by the United States or New York State authorities nor shall there have occurred anymaterial outbreak or escalation of hostilities or other national or international calamity of such magnitude in itseffect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgmentof such Purchaser, makes it impracticable or inadvisable to purchase the Shares, Pre-Funded Warrants and Warrantsat the Closing; and (vi) the Company shall have filed an additional listing application with the principalTrading Market with respect to the Shares and Warrant Shares. Article III.REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties of the Company. Except as set forth in the SEC Reports, which SECReports shall be deemed a part hereof and shall qualify any representation or otherwise made herein, the Companyhereby makes the following representations and warranties to each Purchaser: (a) Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth in theSEC Reports. Except as set forth in the SEC Reports, the Company owns, directly or indirectly, all of the capitalstock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstandingshares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free ofpreemptive and similar rights to subscribe for or purchase securities. (b) Organization and Qualification. The Company and each of the Subsidiaries is an entity dulyincorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of itsincorporation or organization, with the requisite power and authority to own and use its properties and assets and tocarry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default ofany of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational orcharter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in goodstanding as a foreign corporation or other entity in each jurisdiction in which the nature of the business conductedor property owned by it makes such qualification necessary, except where the failure to be so qualified or in goodstanding, as the case may be, would not have or reasonably be expected to result in: (i) a material adverse effect 7
Page 135
on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the resultsof operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on atimely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”)and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,limit or curtail such power and authority or qualification. (c) Authorization; Enforcement. The Company has the requisite corporate power and authorityto enter into and to consummate the transactions contemplated by this Agreement and each of the other TransactionDocuments and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of thisAgreement and each of the other Transaction Documents by the Company and the consummation by it of thetransactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of theCompany and no further action is required by the Company, the Board of Directors or the Company’s stockholdersin connection herewith or therewith other than in connection with the Required Approvals. This Agreement andeach other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed bythe Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid andbinding obligation of the Company enforceable against the Company in accordance with its terms, except (i) aslimited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and otherlaws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating tothe availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar asindemnification and contribution provisions may be limited by applicable law. (d) No Conflicts. The execution, delivery and performance by the Company of this Agreementand the other Transaction Documents to which it is a party, the issuance and sale of the Securities (including theissuance of Warrant Shares upon the exercise of the Warrants) and the consummation by it of the transactionscontemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s orany Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii)conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default)under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, orgive to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration orcancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or otherinstrument (evidencing a Company or Subsidiary debt or otherwise) to which the Company or any Subsidiary is aparty or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject tothe Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiaryis subject (including federal and state securities laws and regulations), or by which any property or asset of theCompany or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would nothave or reasonably be expected to result in a Material Adverse Effect. (e) Filings, Consents and Approvals. The Company is not required to obtain any consent,waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or otherfederal, state, local or other governmental authority or other Person in connection with the execution, delivery andperformance by the Company of the Transaction Documents, other than: (i) the filings required pursuant toSection 4.3 of this Agreement, (ii) the filing with the Commission of the Prospectus, (iii) notice and/orapplication(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereonin the time and manner required thereby, and (iv) such filings as are required 8
Page 136
to be made under applicable state securities laws and/or the rules of the Financial Industry Regulatory Authority,Inc. (collectively, the “Required Approvals”). (f) Issuance of the Securities; Registration. The Shares, Pre-Funded Warrants and Warrants areduly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will beduly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. TheWarrant Shares when issued and paid for in accordance with the terms of the Pre-Funded Warrants and Warrants,will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. TheCompany has reserved from its duly authorized capital stock the maximum number of shares of Common Stockissuable pursuant to this Agreement, the Pre-Funded Warrants and the Warrants. The Company has prepared andfiled the Registration Statement in conformity with the requirements of the Securities Act, including the Prospectus,and such amendments and supplements thereto as may have been required to the date of this Agreement. TheRegistration Statement is effective under the Securities Act and no stop order preventing or suspending theeffectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issuedby the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company,are threatened in writing by the Commission. The Company, if required by the rules and regulations of theCommission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the RegistrationStatement and any post-effective amendments thereto became effective, at the date of this Agreement and at theClosing Date, the Registration Statement and any amendments thereto conformed and will conform in all materialrespects to the requirements of the Securities Act and did not and will not contain any untrue statement of amaterial fact or omit to state any material fact required to be stated therein or necessary to make the statementstherein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectusor any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in allmaterial respects to the requirements of the Securities Act and did not and will not contain an untrue statement of amaterial fact or omit to state a material fact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading. (g) Capitalization. As of June 30, 2026, there were 1,949,041 shares of Common Stockoutstanding. The capitalization of the Company is as set forth in the SEC Reports as of the dates specified therein.Except as disclosed in the Prospectus, the Company has not issued any capital stock since its most recently filedperiodic report under the Exchange Act, other than pursuant to the exercise of outstanding pre-funded warrants orwarrants, the exercise of stock options and/or the vesting of restricted stock units under the Company’s equity plansor arrangements, the issuance of shares of Common Stock to employees pursuant to the Company’s equity plans oremployee stock purchase plans, pursuant to the conversion and/or exercise of Common Stock Equivalentsoutstanding as of the date of the most recently filed periodic report under the Exchange Act and pursuant to theAmended and Restated Sales Agreement, dated February 8, 2024, by and among the Company, Cantor Fitzgerald &Co. and JonesTrading Institutional Services LLC (the “Sales Agreement”). Except as disclosed in the SEC Reportsor as has been waived, no Person has any right of first refusal, preemptive right, right of participation, or anysimilar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of thepurchase and sale of the Securities and as disclosed in the SEC Reports, there are no outstanding options, warrants,scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights orobligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for oracquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments,understandings or arrangements by which the Company or any Subsidiary is or may become bound to issueadditional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuanceand sale of the Securities (including the issuance of the Warrant Shares upon exercise of the Warrants) will notobligate the Company or any 9
Page 137
Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There areno outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts theexercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by theCompany or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiarythat contain any redemption or similar provisions, and there are no contracts, commitments, understandings orarrangements by which the Company or any Subsidiary is or may become bound to redeem a security of theCompany or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plansor agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company wereduly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal andstate securities laws, and none of such outstanding shares was issued in violation of any preemptive rights orsimilar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, theBoard of Directors or others is required for the issuance and sale of the Securities. Other than this Agreement, thereare no stockholders agreements, voting agreements or other similar agreements with respect to the Company’scapital stock to which the Company is a party or, to the knowledge of the Company, between or among any of theCompany’s stockholders. (h) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms,statements and other documents required to be filed by the Company under the Securities Act and the ExchangeAct, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or suchshorter period as the Company was required by law or regulation to file such material) (the foregoing materials,including the exhibits thereto and documents incorporated by reference therein, together with the RegistrationStatement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a validextension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.As of their respective dates, the SEC Reports complied in all material respects with the requirements of theSecurities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untruestatement of a material fact or omitted to state a material fact required to be stated therein or necessary in order tomake the statements therein, in the light of the circumstances under which they were made, not misleading. TheCompany has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of theCompany included in the SEC Reports complied in all material respects with applicable accounting requirementsand the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financialstatements have been prepared in accordance with United States generally accepted accounting principles appliedon a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financialstatements or the notes thereto and except that unaudited financial statements may not contain all footnotes requiredby GAAP, and fairly present in all material respects the financial position of the Company and its consolidatedSubsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. (i) Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of themost recent unaudited financial statements included within the SEC Reports, except as disclosed in the SECReports, (i) there has been no event, occurrence or development that has had or that would reasonably be expectedto result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise)other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with pastpractice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP ordisclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) theCompany has not declared or made any dividend or distribution of cash or other property to its stockholders orpurchased, redeemed or made any agreements to 10
Page 138
purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to anyofficer, director or Affiliate, except pursuant to existing Company equity plans or arrangements. The Company doesnot have pending before the Commission any request for confidential treatment of information. (j) Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigationpending or, to the knowledge of the Company, threatened in writing against or affecting the Company, anySubsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrativeagency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”), which (i)adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or theSecurities or (ii) would, if there were an unfavorable decision, have or reasonably be expected to result in aMaterial Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof (in his or hercapacity as such), is or has been the subject of any Action involving a claim of violation of or liability under federalor state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of theCompany, there is not pending or contemplated, any investigation by the Commission involving the Company orany current or former director or officer of the Company (in his or her capacity as such). The Commission has notissued any stop order or other order suspending the effectiveness of any registration statement filed by theCompany or any Subsidiary under the Exchange Act or the Securities Act. (k) Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminentwith respect to any of the employees of the Company, which would reasonably be expected to result in a MaterialAdverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to suchemployee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiariesis a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationshipswith their employees are good. To the knowledge of the Company, no executive officer of the Company or anySubsidiary, is, or is now expected to be, in violation of any material term of any employment contract,confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any othercontract or agreement or any restrictive covenant in favor of any third party, and the continued employment of eachsuch executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any ofthe foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local andforeign laws and regulations relating to employment and employment practices, terms and conditions ofemployment and wages and hours, except where the failure to be in compliance would not, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect. (l) Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violationof (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in adefault by the Company or any Subsidiary under), nor has the Company or any Subsidiary received written noticeof a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any otheragreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not suchdefault or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator orother governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of anygovernmental authority, including without limitation all foreign, federal, state and local laws relating to taxes,environmental protection, occupational health and safety, product quality and safety and employment and labormatters, except in each case as would not have or reasonably be expected to result in a Material Adverse Effect. (m) Environmental Laws. The Company and its Subsidiaries (i) are in compliance with allfederal, state, local and foreign laws relating to pollution or protection of 11
Page 139
human health or the environment (including ambient air, surface water, groundwater, land surface or subsurfacestrata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into theenvironment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal,transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demandletters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued,entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses orother approvals required of them under applicable Environmental Laws to conduct their respective businesses; and(iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause(i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, aMaterial Adverse Effect. (n) Regulatory Permits. The Company and the Subsidiaries possess all certificates,authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessaryto conduct their respective businesses as described in the SEC Reports, except where the failure to possess suchpermits would not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neitherthe Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modificationof any Material Permit. (o) Title to Assets. The Company and the Subsidiaries have good and marketable title in feesimple to all real property owned by them and good and marketable title in all personal property owned by themthat is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, exceptfor (i) Liens as do not materially affect the value of such property and do not materially interfere with the use madeand proposed to be made of such property by the Company and the Subsidiaries, (ii) Liens for the payment offederal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and,the payment of which is neither delinquent nor subject to penalties and (iii) Liens that would not, individually or inthe aggregate, have or reasonably be expected to have a Material Adverse Effect. Any real property and facilitiesheld under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceableleases with which the Company and the Subsidiaries are in compliance in all material respects. (p) Intellectual Property. The Company and the Subsidiaries have, or have rights to use, allpatents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets,inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required foruse in connection with their respective businesses as described in the SEC Reports and where the failure to so havewould have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company norany Subsidiary has received a written notice that any of the material Intellectual Property Rights has expired,terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from thedate of this Agreement, other than in accordance with the terms of the Intellectual Property Rights. Neither theCompany nor any Subsidiary has received, since the date of the most recent unaudited financial statementsincluded within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the IntellectualProperty Rights violate or infringe upon the rights of any Person, except as would not have or reasonably beexpected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual PropertyRights are enforceable and there is no material existing infringement by another Person of any of the IntellectualProperty Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy,confidentiality and value of all of their intellectual properties, except where failure to do so would not, individuallyor in the aggregate, reasonably be expected to have a Material Adverse Effect. 12
Page 140
(q) Insurance. The Company and the Subsidiaries are insured by insurers of recognized financialresponsibility against such losses and risks and in such amounts as are prudent and customary in the businesses inwhich the Company and the Subsidiaries are engaged. Neither the Company nor any Subsidiary has any reason tobelieve that it will not be able to renew its existing insurance coverage as and when such coverage expires or toobtain similar coverage from similar insurers as may be necessary to continue its business without a significantincrease in cost. (r) Related Person Transactions. There are no business relationships or related persontransactions, as defined in Item 404 of Regulation S-K under the Exchange Act, involving the Company or anysubsidiary or any other person required to be described in the Prospectus which have not been described asrequired. (s) Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are incompliance in all material respects with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 thatare effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commissionthereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiariesmaintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactionsare executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded asnecessary to permit preparation of financial statements in conformity with GAAP and to maintain assetaccountability, (iii) access to assets is permitted only in accordance with management’s general or specificauthorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonableintervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries haveestablished disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theCompany and the Subsidiaries and designed such disclosure controls and procedures to ensure that informationrequired to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. TheCompany’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of theCompany and the Subsidiaries as of the end of the period covered by the most recently filed periodic report underthe Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodicreport under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosurecontrols and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there havebeen no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of theCompany and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internalcontrol over financial reporting of the Company and its Subsidiaries. (t) Certain Fees. Except as set forth in the Prospectus and except for fees and commissionspayable by the Company to the Placement Agents in connection with this transaction, no brokerage or finder’s feesor commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor orconsultant, finder, placement agent, investment banker, bank or other Person with respect to the transactionscontemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees orwith respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section thatmay be due in connection with the transactions contemplated by the Transaction Documents. (u) Investment Company. The Company is not, and immediately after receipt of payment for theShares and Pre-Funded Warrants and Warrants will not be, an “investment company” within the meaning of theInvestment Company Act of 1940, as amended. 13
Page 141
(v) Registration Rights. Except as set forth in the SEC Reports, no Person has any right to causethe Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Companyor any Subsidiary. (w) Listing and Maintenance Requirements. The Common Stock is registered pursuant toSection 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to terminate, or whichto its knowledge is likely to have the effect of, terminating the registration of the Common Stock under theExchange Act nor has the Company received any notification that the Commission is contemplating terminatingsuch registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the datehereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to theeffect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market.The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or anotherestablished clearing corporation and the Company is current in payment of the fees to the Depository TrustCompany (or such other established clearing corporation) in connection with such electronic transfer. (x) Disclosure. Except with respect to the material terms and conditions of the transactionscontemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting onits behalf has provided any of the Purchasers or their agents or counsel with any information that it believesconstitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus.The Company understands and confirms that the Purchasers will rely on the foregoing representation in effectingtransactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to thePurchasers regarding the Company and its Subsidiaries, their respective businesses and the transactionscontemplated hereby is true and correct in all material respects as of the date made and does not contain any untruestatement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading (it being understood thatsuch disclosure furnished by or on behalf of the Company to the Purchasers includes the SEC Reports). TheCompany acknowledges and agrees that no Purchaser makes or has made any representations or warranties withrespect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof. (y) Tax Status. Except for matters that would not, individually or in the aggregate, have orreasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has madeor filed all United States federal, state and local income and all foreign income and franchise tax returns, reportsand declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmentalassessments and charges that are material in amount, shown or determined to be due on such returns, reports anddeclarations, except for such taxes, if any, as are being contested in good faith and as to which adequate reserveshave been established by the Company and (iii) has set aside on its books provision reasonably adequate for thepayment of all material taxes for periods subsequent to the periods to which such returns, reports or declarationsapply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of anyjurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim. (z) Solvency. Based on the consolidated financial condition of the Company as of the ClosingDate, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i)the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respectof the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) theCompany’s assets do not constitute unreasonably small capital to carry on its business as now conducted and asproposed to be conducted including its capital needs taking into account the particular capital 14
Page 142
requirements of the business conducted by the Company, consolidated and projected capital requirements andcapital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Companywould receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, wouldbe sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. TheCompany does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account thetiming and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any factsor circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy orreorganization laws of any jurisdiction within six (6) months from the Closing Date. Schedule 3.1(z) sets forth as ofthe date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for whichthe Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x)any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable and/oraccrued expenses incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingentobligations in respect of indebtedness of others, whether or not the same are or should be reflected in theCompany’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiableinstruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the presentvalue of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance withGAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness. (aa) Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge ofthe Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has(i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expensesrelated to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic governmentofficials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failedto disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on itsbehalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect anyprovision of FCPA. (ab) Accountants. The Company’s accounting firm is PricewaterhouseCoopers LLP. To theknowledge and belief of the Company, such accounting firm is a registered public accounting firm as required bythe Exchange Act. (ac) Acknowledgment Regarding Purchasers’ Purchase of Securities. The Companyacknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaserwith respect to the Transaction Documents and the transactions contemplated thereby. The Company furtheracknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similarcapacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advicegiven by any Purchaser or any of their respective representatives or agents in connection with the TransactionDocuments and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of theSecurities. The Company further represents to each Purchaser that the Company’s decision to enter into thisAgreement and the other Transaction Documents has been based solely on the independent evaluation of thetransactions contemplated hereby by the Company and its representatives. The Company has not relied upon thePlacement Agents or any of its or their Affiliates or representatives for any legal, tax or accounting advice inconnection with the offering and sale of the Securities. (ad) Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement orelsewhere herein to the contrary notwithstanding (except for Sections 3.2(d) and 4.10 hereof), it is understood andacknowledged by the Company that: (i) none of the 15
Page 143
Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing orselling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by theCompany or to hold the Securities for any specified term (except in accordance with the securities laws); (ii) past orfuture open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or“derivative” transactions, before or after the closing of this or future private placement transactions, may negativelyimpact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in“derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short”position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or controlover any arm’s length counter-party in any “derivative” transaction. The Company further understands andacknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the periodthat the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existingstockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted.The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of theTransaction Documents. (ae) Regulation M Compliance. The Company has not, and to its knowledge no one acting on itsbehalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization ormanipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii)sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid oragreed to pay to any Person any compensation for soliciting another to purchase any other securities of theCompany, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agents in connectionwith the placement of the Securities. (af) FDA. As to each product subject to the jurisdiction of the U.S. Food and DrugAdministration (“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulationsthereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by theCompany or any of its Subsidiaries (each such product, a “Pharmaceutical Product”), such Pharmaceutical Productis being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliancewith all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, goodlaboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filingof reports, except where the failure to be in compliance would not have a Material Adverse Effect. There is nopending, completed or, to the Company’s knowledge, threatened in writing, action (including any lawsuit,arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against theCompany or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice,warning letter or other communication from the FDA or any other governmental entity, which (i) contests thepremarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing orpackaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii)withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal ofadvertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold onany clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of theCompany or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunctionwith the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulationsby the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have aMaterial Adverse Effect. The properties, business and operations of the Company have been and are beingconducted in all material respects in accordance with all applicable laws, 16
Page 144
rules and regulations of the FDA. The Company has not been informed by the FDA that the FDA will prohibit themarketing, sale, license or use in the United States of any product proposed to be developed, produced or marketedby the Company nor has the FDA expressed any concern as to approving or clearing for marketing any productbeing developed or proposed to be developed by the Company. (ag) Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to theCompany’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary iscurrently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. TreasuryDepartment. (ah) Money Laundering. The operations of the Company and its Subsidiaries are and have beenconducted at all times in compliance with applicable financial record-keeping and reporting requirements of theCurrency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes andapplicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action orProceeding by or before any court or governmental agency, authority or body or any arbitrator involving theCompany or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of theCompany or any Subsidiary, threatened in writing. (ai) Cybersecurity. To the Company’s knowledge, (i)(x) there has been no security breach orother compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computersystems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers,vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “ITSystems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge ofany event or condition that would reasonably be expected to result in, any security breach or other compromise toits IT Systems and Data, except as would not, individually or in the aggregate, have a Material Adverse Effect; (ii)the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and alljudgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internalpolicies and contractual obligations relating to the privacy and security of IT Systems and Data and to theprotection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except aswould not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiarieshave implemented and maintained commercially reasonable safeguards to maintain and protect its materialconfidential information and the integrity, continuous operation, redundancy and security of all IT Systems andData; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technologyconsistent with industry standards and practices. (aj) Compliance with Data Privacy Laws. To the Company’s knowledge: (i) the Company andthe Subsidiaries are, and at all times during the last three (3) years were, in compliance with all applicable state,federal and foreign data privacy and security laws and regulations, including, without limitation, the EuropeanUnion General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”); (ii) theCompany and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed toensure compliance with their policies and procedures relating to data privacy and security and the collection,storage, use, disclosure, handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) theCompany provides accurate notice of its applicable Policies to its customers, employees, third party vendors andrepresentatives as required by the Privacy Laws; and (iv) applicable Policies provide accurate and sufficient noticeof the Company’s then-current privacy practices relating to its subject matter, and do not contain any materialomissions of the Company’s then-current privacy practices, as required by Privacy Laws. “Personal Data” means(i) a natural person’s name, street address, telephone number, email address, photograph, social 17
Page 145
security number, bank information, or customer or account number; (ii) any information which would qualify as“personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” asdefined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, orhis or her family, or permits the collection or analysis of any identifiable data related to an identified person’shealth or sexual orientation. Except as would not, individual or in the aggregate, have a Material Adverse Effect: (i)none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, or deceptive inviolation of any Privacy Laws; and (ii) the execution, delivery and performance of the Transaction Documents willnot result in a breach of any Privacy Laws or Policies. Neither the Company nor the Subsidiaries, to the knowledgeof the Company, (i) has received written notice of any actual or potential liability of the Company or theSubsidiaries under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy Laws;(ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or other correctiveaction pursuant to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order,decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that imposed anyobligation or liability under any Privacy Law. (ak) Stock Option Plans. Each stock option granted by the Company under the Company’s stockoption plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with anexercise price at least equal to the fair market value of the Common Stock on the date such stock option would beconsidered granted under GAAP and applicable law. No stock option granted under the Company’s stock optionplan has been backdated. The Company has not knowingly granted, and there is no and has been no Companypolicy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stockoptions with, the release or other public announcement of material information regarding the Company or itsSubsidiaries or their financial results or prospects. (al) U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. realproperty holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, asamended, and the Company shall so certify upon Purchaser’s request. (am) Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates issubject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board ofGovernors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiariesor Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of anyclass of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject tothe BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliatesexercises a controlling influence over the management or policies of a bank or any entity that is subject to theBHCA and to regulation by the Federal Reserve. (an) 3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no otherPurchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company asfollows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization; Authority. Such Purchaser is an entity duly incorporated or formed, validlyexisting and in good standing under the laws of the jurisdiction of its incorporation or formation with full right,corporate, partnership, limited liability company or 18
Page 146
similar power and authority to enter into and to consummate the transactions contemplated by the TransactionDocuments and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of theTransaction Documents and performance by such Purchaser of the transactions contemplated by the TransactionDocuments have been duly authorized by all necessary corporate, partnership, limited liability company or similaraction, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been dulyexecuted by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, willconstitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with itsterms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limitedby laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)insofar as indemnification and contribution provisions may be limited by applicable law. (b) Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal forits own account and not with a view to or for distributing or reselling such Securities or any part thereof in violationof the Securities Act or any applicable state securities law. Such Purchaser has no direct or indirect arrangement orunderstandings with any other persons to distribute or regarding the distribution of such Securities (thisrepresentation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the RegistrationStatement, if applicable, or otherwise in compliance with applicable federal and state securities laws). SuchPurchaser is acquiring the Securities hereunder in the ordinary course of its business. (c) Experience of Such Purchaser. Such Purchaser, either alone or together with itsrepresentatives, has such knowledge, sophistication and experience in business and financial matters so as to becapable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated themerits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in theSecurities and, at the present time, is able to afford a complete loss of such investment. (d) Access to Information. Such Purchaser acknowledges that it has had the opportunity toreview the Registration Statement, Transaction Documents (including all exhibits and schedules thereto) and theSEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and toreceive answers from, representatives of the Company concerning the terms and conditions of the offering of theSecurities and the merits and risks of investing in the Securities; (ii) access to information about the Company andits financial condition, results of operations, business, properties, management and prospects sufficient to enable itto evaluate its investment; and (iii) the opportunity to obtain such additional information that the Companypossesses or can acquire without unreasonable effort or expense that is necessary to make an informed investmentdecision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agentsnor any Affiliate or representative of the Placement Agents have provided such Purchaser with any information oradvice with respect to the Company or the Securities nor is such information or advice necessary or desired.Neither the Placement Agents nor any Affiliate or representative of the Placement Agents has made or makes anyrepresentation as to the Company or the quality of the Securities and the Placement Agents and any Affiliate orrepresentative of the Placement Agents may have acquired non-public information with respect to the Companywhich such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to suchPurchaser, neither the Placement Agents nor any of its or their Affiliates or representatives have acted as a financialadvisor or fiduciary to such Purchaser. (e) Certain Transactions and Confidentiality. Other than consummating the transactionscontemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to anyunderstanding with such Purchaser, directly or indirectly executed 19
Page 147
any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as ofthe time that such Purchaser first received notice of the transaction contemplated hereunder (written or oral) fromthe Company or any other Person representing the Company and ending immediately prior to the execution hereof.Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle wherebyseparate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers haveno direct knowledge of the investment decisions made by the portfolio managers managing other portions of suchPurchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managedby the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, withoutlimitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaserhas maintained the confidentiality of all disclosures made to it in connection with this transaction (including theexistence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothingcontained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating orborrowing shares in order to effect Short Sales or similar transactions in the future. (f) Residency. Such Purchaser’s office in which its investment decision with respect to theSecurities was made is located at the address immediately below such Purchaser’s name on its signature pagehereto, except as otherwise communicated in writing by such Purchaser to the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future. Article IV.OTHER AGREEMENTS OF THE PARTIES 4.1 Securities Laws Disclosure; Publicity. The Company shall by the Disclosure Time, issue a pressrelease disclosing the material terms of the transactions contemplated hereby. From and after the issuance of suchpress release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-publicinformation delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respectiveofficers, directors, employees or agents in connection with the transactions contemplated by the TransactionDocuments. In addition, effective upon the issuance of such press release, the Company acknowledges and agreesthat any and all confidentiality or similar obligations under any agreement, whether written or oral, between theCompany, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on theone hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company andeach Purchaser shall consult with each other in issuing any other press releases with respect to the transactionscontemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwisemake any such public statement without the prior consent of the Company, with respect to any press release of anyPurchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, whichconsent shall not 20
Page 148
unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosingparty shall promptly provide the other party with prior notice of such public statement or communication.Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include thename of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without theprior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filingof final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law orTrading Market regulations, in which case the Company shall, to the extent permitted by law, provide thePurchasers with prior notice of such disclosure permitted under this clause (b). 4.2 Stockholder Rights Plan. No claim will be made or enforced by the Company or, with the consent ofthe Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition,business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeoverplan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed totrigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the TransactionDocuments or under any other agreement between the Company and the Purchasers. 4.3 Non-Public Information. Except with respect to the material terms and conditions of the transactionscontemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.1, the Companycovenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or itsagents or counsel with any information that constitutes, or the Company reasonably believes constitutes, materialnon-public information, unless prior thereto such Purchaser shall have consented to the receipt of such informationand agreed with the Company to keep such information confidential. The Company understands and confirms thateach Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. Tothe extent that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employeesor Affiliates, in any case acting on behalf of the Company or any of its Subsidiaries, delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees thatsuch Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of theirrespective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries orany of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material,non-public information, provided that the Purchaser shall remain subject to applicable law. Unless otherwise agreedto by the applicable parties, to the extent that any notice provided pursuant to any Transaction Documentconstitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Companyshall simultaneously file such material, non-public information with the Commission pursuant to a Current Reporton Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoingcovenant in effecting transactions in securities of the Company. 4.4 Use of Proceeds. The Company intends to use the net proceeds from the sale of the Shares, Pre-Funded Warrants and Warrants hereunder for research, development, working capital, and other general corporatepurposes. 4.5 Indemnification of Purchasers. Subject to the provisions of this Section 4.5, the Company willindemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, investmentmanagers, employees and agents (and any other Persons with a functionally equivalent role of a Person holdingsuch titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (withinthe meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,shareholders, agents, members, partners, investment managers or employees (and any other Persons with a 21
Page 149
functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) ofsuch controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations,claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, courtcosts and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur asa result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made bythe Company in this Agreement or in the other Transaction Documents or (b) any action instituted against thePurchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Companywho is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by theTransaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’srepresentations, warranties or covenants under the Transaction Documents or any agreements or understandingssuch Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state orfederal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitutefraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respectof which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify theCompany in writing, and the Company shall have the right to assume the defense thereof with counsel of its ownchoosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separatecounsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall beat the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specificallyauthorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume suchdefense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a materialconflict on any material issue between the position of the Company and the position of such Purchaser Party, inwhich case the Company shall be responsible for the reasonable fees and expenses of no more than one suchseparate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for anysettlement by a Purchaser Party effected without the Company’s prior written consent, which shall not beunreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liabilityis attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreementsmade by such Purchaser Party in this Agreement or in the other Transaction Documents. The Company shall not,without the prior written consent of the Purchaser Party, effect any settlement of any pending or threatened actionor proceeding in respect of which any Purchaser Party is or could have been a party and indemnity could have beensought hereunder by such Purchaser Party, unless such settlement includes an unconditional release of suchPurchaser Party from all liability on claims that are the subject matter of such proceeding and does not include anystatements as to, or any findings of, fault, culpability or failure to act by or on behalf of any Purchaser Party. Theindemnity agreements contained herein shall be in addition to any cause of action or similar right of any PurchaserParty against the Company or others and any liabilities the Company may be subject to pursuant to law. 4.6 Exculpation of Placement Agents. Each party hereto agrees for the express benefit of the PlacementAgents and their affiliates and representatives that the Placement Agents and their affiliates and representatives (i)shall not be liable for any improper payment made in accordance with the information provided by the Company;(ii) make no representation or warranty, and have no responsibilities as to the validity, accuracy, value orgenuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuantto this Agreement or in connection with any of the transactions contemplated hereby, including any offering ormarketing materials; and (iii) shall not be liable (A) for any action taken, suffered or omitted by any of them ingood faith and reasonably believed to be authorized or within the discretion or rights or powers conferred uponthem by this Agreement or any Transaction Document, or (B) for anything which any of them may do or refrainfrom doing in connection 22
Page 150
with this Agreement or any Transaction Document, except in each case for such person’s own gross negligence,willful misconduct or bad faith. 4.7 Listing of Common Stock. The Company hereby agrees to use commercially reasonable efforts tomaintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, andconcurrently with the Closing, the Company shall apply to list or quote all of the Shares and the Warrant Shares onsuch Trading Market and promptly secure the listing of all of the Shares and the Warrant Shares on such TradingMarket. The Company further agrees, if the Company applies to have the Common Stock traded on any otherTrading Market, it will then include in such application all of the Shares and the Warrant Shares, and will take suchother action as is reasonably necessary to cause all of the Shares and the Warrant Shares to be listed or quoted onsuch other Trading Market as promptly as possible. The Company will then take all action reasonably necessary tocontinue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with theCompany’s reporting, filing and other obligations of which it has control under the bylaws or rules of the TradingMarket. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through theDepository Trust Company or another established clearing corporation, including, without limitation, by timelypayment of fees to the Depository Trust Company or such other established clearing corporation in connection withsuch electronic transfer. 4.8 Reservation of Common Stock. As of the date hereof, the Company has reserved and the Companyshall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares ofCommon Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and WarrantShares pursuant to any exercise of the Pre-Funded Warrants and Warrants. 4.9 Equal Treatment of Purchasers. No consideration (including any modification of any TransactionDocument) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provisionof the Transaction Documents unless the same consideration is also offered to all of the parties to such TransactionDocument. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by theCompany and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as aclass and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to thepurchase, disposition or voting of Securities or otherwise. Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.1. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.1, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and any other information provided to such Purchaser in connection with this transaction (other than as disclosed to its legal and other representatives). Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions 23
Page 151
contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.1, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.1 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.1. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. 4.10 Subsequent Equity Sales. (a) From the date hereof until sixty (60) days from the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or amendment or supplement thereto, other than the Registration Statement or filing a registration statement on Form S-8 in connection with any employee benefit plan. Notwithstanding the foregoing, the Company may file a post-effective amendment to any registration statement that has been declared effective by the SEC prior to the Closing Date. (b) From the date hereof until one hundred eighty (180) days from the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of shares of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for shares of Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. 24
Page 152
(c) Notwithstanding the foregoing, this Section 4.10 shall not apply in respect of (i) an Exempt Issuance and (ii) sixty (60) days from the Closing Date, the issuance of shares by the Company pursuant to the Sales Agreement. 4.11 Exercise Procedures. The form of Notice of Exercise included in the Pre-Funded Warrants andWarrants set forth the totality of the procedures required of the Purchasers in order to exercise the Pre-FundedWarrants and Warrants. No additional legal opinion, other information or instructions shall be required of thePurchasers to exercise their Pre-Funded Warrants and Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee ornotarization) of any Notice of Exercise form be required in order to exercise the Pre-Funded Warrants andWarrants. The Company shall honor exercises of the Pre-Funded Warrants and Warrants and shall deliver shares ofCommon Stock and/or Warrant Shares in accordance with the terms, conditions and time periods set forth in theTransaction Documents. Article V.MISCELLANEOUS 5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’sobligations hereunder only and without any effect whatsoever on the obligations between the Company and theother Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before thefifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the rightof any party to sue for any breach by any other party (or parties). 5.2 Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, eachparty shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all otherexpenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance ofthis Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required forsame-day processing of any instruction letter delivered by the Company and any exercise notice delivered by aPurchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to thePurchasers. 5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, theProspectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof andsupersede all prior agreements and understandings, oral or written, with respect to such matters, which the partiesacknowledge have been merged into such documents, exhibits and schedules. 5.4 Notices. Any and all notices or other communications or deliveries required or permitted to beprovided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time oftransmission, if such notice or communication is delivered via email attachment at the email address as set forth onthe signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the nextTrading Day after the time of transmission, if such notice or communication is delivered via email attachment at theemail address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date ofmailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party towhom such notice is required to be given. The address for such notices and communications shall be as set forth onthe signature pages attached hereto. 25
Page 153
5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented oramended except in a written instrument signed, in the case of an amendment, by the Company and Purchasers(excluding any Purchaser that is an officer, director, employee or other insider of the Company or any of itsaffiliates) which purchased at least 50.1% in interest of the Shares and Pre-Funded Warrants based on the initialSubscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any suchwaived provision is sought, provided that if any amendment, modification or waiver disproportionately andadversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser(or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition orrequirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of anysubsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay oromission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Anyproposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligationsof any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the priorwritten consent of such adversely affected Purchaser. Any amendment to this Agreement effected in accordancewith this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.Notwithstanding the foregoing or anything else herein to the contrary, no amendment, modification, alteration,change or waiver of Sections 4.6 and 5.8 and this sentence in Section 5.5 shall be valid without the prior writtenconsent of the Placement Agents, which consent may be granted or withheld in the sole discretion of suchPlacement Agents. 5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreementand shall not be deemed to limit or affect any of the provisions hereof. 5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the partiesand their successors and permitted assigns. The Company may not assign this Agreement or any rights orobligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchasermay assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfersany Securities, provided that such transferee agrees in writing to be bound, with respect to the transferredSecurities, by the provisions of the Transaction Documents that apply to the “Purchasers.” 5.8 No Third-Party Beneficiaries. The Placement Agents shall be third-party beneficiaries of therepresentations and warranties of the Company in Section 3.1 and the representations and warranties of thePurchasers in Section 3.2. This Agreement is intended for the benefit of the parties hereto and their respectivesuccessors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, anyother Person, except as otherwise set forth in Section 4.5 and this Section 5.8. Each of the Company and each of thePurchasers agrees and acknowledges that the Placement Agents may rely on its representations, warranties,agreements and covenants contained in this Agreement, as if such representations, warranties and covenants, asapplicable, were made directly to the Placement Agents. 5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretationof the Transaction Documents shall be governed by and construed and enforced in accordance with the internallaws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that alllegal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by thisAgreement and any other Transaction Documents (whether brought against a party hereto or its respectiveaffiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commencedexclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits tothe exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan forthe adjudication of any dispute 26
Page 154
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (includingwith respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agreesnot to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any suchcourt, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each partyhereby irrevocably waives personal service of process and consents to process being served in any such Action orProceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence ofdelivery) to such party at the address in effect for notices to it under this Agreement and agrees that such serviceshall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemedto limit in any way any right to serve process in any other manner permitted by law. If any party shall commence anAction or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligationsof the Company under Section 4.5, the prevailing party in such Action or Proceeding shall be reimbursed by thenon-prevailing party for its reasonable attorney’s fees and other costs and expenses incurred with the investigation,preparation and prosecution of such Action or Proceeding. 5.10 Survival. The representations and warranties contained herein shall survive the Closing and thedelivery of the Securities for two (2) years following the Closing Date. 5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when takentogether shall be considered one and the same agreement and shall become effective when counterparts have beensigned by each party and delivered to each other party, it being understood that the parties need not sign the samecounterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”format data file or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the UniformElectronic Transactions Act or other applicable law (e.g., www.docusign.com), such signature shall create a validand binding obligation of the party executing (or on whose behalf such signature is executed) with the same forceand effect as if such facsimile, “.pdf” or “electronic” signature page were an original thereof. 5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court ofcompetent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ analternative means to achieve the same or substantially the same result as that contemplated by such term, provision,covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would haveexecuted the remaining terms, provisions, covenants and restrictions without including any of such that may behereafter declared invalid, illegal, void or unenforceable. 5.13 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (andwithout limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaserexercises a right, election, demand or option under a Transaction Document and the Company does not timelyperform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, inits sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election inwhole or in part without prejudice to its future actions and rights; provided, however, that, in the case of arescission of an exercise of a Pre-Funded Warrant or Warrant, the applicable Purchaser shall be required to returnany shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to suchPurchaser of the aggregate exercise price paid to the Company for such shares and the restoration of suchPurchaser’s right to acquire such shares pursuant to such Purchaser’s Pre-Funded Warrant or Warrant (including,issuance of a replacement warrant certificate evidencing such restored right). 27
Page 155
5.14 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated,lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and uponcancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate orinstrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft ordestruction. The applicant for a new certificate or instrument under such circumstances shall also pay anyreasonable third-party costs (including customary indemnity) associated with the issuance of such replacementSecurities. 5.15 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law,including recovery of damages, each of the Purchasers and the Company will be entitled to specific performanceunder the Transaction Documents. The parties agree that monetary damages may not be adequate compensation forany loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agreeto waive and not to assert in any Action for specific performance of any such obligation the defense that a remedyat law would be adequate. 5.16 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaserpursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such paymentor payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated,declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded,repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to theextent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived andcontinued in full force and effect as if such payment had not been made or such enforcement or setoff had notoccurred. 5.17 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser underany Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchasershall be responsible in any way for the performance or non-performance of the obligations of any other Purchaserunder any Transaction Document. Nothing contained herein or in any other Transaction Document, and no actiontaken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, anassociation, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any wayacting in concert or as a group with respect to such obligations or the transactions contemplated by the TransactionDocuments. Each Purchaser shall be entitled to independently protect and enforce its rights including, withoutlimitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not benecessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. EachPurchaser has been represented by its own separate legal counsel in its review and negotiation of the TransactionDocuments. For reasons of administrative convenience only, each Purchaser and its respective counsel may chooseto communicate with the Company through the legal counsel of the Placement Agents. The legal counsel of thePlacement Agents does not represent any of the Purchasers and only represents the Placement Agents. TheCompany has elected to provide all Purchasers with the same terms and Transaction Documents for theconvenience of the Company and not because it was required or requested to do so by any of the Purchasers. It isexpressly understood and agreed that each provision contained in this Agreement and in each other TransactionDocument is between the Company and a Purchaser, solely, and not between the Company and the Purchaserscollectively and not between and among the Purchasers. 5.18 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or theexpiration of any right required or granted herein shall not be a Business Day, then such action may be taken orsuch right may be exercised on the next succeeding Business Day. 28
Page 156
5.19 Construction. The parties agree that each of them and/or their respective counsel have reviewed andhad an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effectthat any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of theTransaction Documents or any amendments thereto. In addition, each and every reference to share prices andshares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stocksplits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after thedate of this Agreement. 5.20 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANYJURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACHKNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLELAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVESFOREVER TRIAL BY JURY. (Signature Pages Follow) IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. CURIS, INC. Address for Notice: By:__________________________________________ Name: Diantha Duvall Title: Chief Financial Officer With a copy to (which shall not constitute notice): Latham & Watkins LLP Attn: Wesley C. Holmes; Jennifer A. Yoon 200 Clarendon Street Boston, Massachusetts 02116 E-mail: Wesley.Holmes@lw.com; Jennifer.Yoon@lw.com 128 Spring Street Building C - Suite 500 Lexington, MA 02421 E-Mail: notices@curis.com [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: 29
Page 157
Signature of Authorized Signatory of Purchaser: Name of Authorized Signatory: Title of Authorized Signatory: Email Address of Authorized Signatory: Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: $ Shares: Number of Pre-Funded Warrant Shares: Number of Warrant Shares: EIN Number: Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. 30
Page 158
Exhibit A-1 Form of Pre-Funded Warrant 31
Page 159
Exhibit A-2 Form of Common Stock Warrant 32
Page 160
Exhibit B Form of Lock-Up Agreement 33
Page 161
Exhibit 10.5 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 and Laidlaw & Company (UK) Ltd. 521 5th Ave, 12 Floor New York, NY 10175 August 12, 2026 Curis, Inc. 128 Spring Street, Building C – Suite 500 Lexington, MA 02421 Attention: Diantha Duvall, Chief Financial Officer Re: Placement Agency Agreement Dear Ms. Duvall: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Lead Placement Agent”) and Laidlaw & Company (UK) Ltd. (the “Co-Placement Agent” and together with the Lead Placement Agent, the “Placement Agents”) and Curis, Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agents shall serve as the exclusive placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of securities of the Company, consisting of: (i) registered shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”); (ii) registered pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”); and (iii) registered warrants to purchase Common Stock (the “Common Warrants” and together with the Pre-Funded Warrants and the Shares, the “Securities”). The Securities actually placed by the Placement Agents are referred to herein as the “Placement Agent Securities.” The Shares, the Common Warrants, the Pre-Funded Warrants and the Common Stock underlying the Common Warrants and Pre-Funded Warrants will be offered and sold under the Company’s registration statement on Form S-1 (File No. 333-298203). The documents executed and delivered by the Company and the Purchasers (as defined below) in connection with the Placement, including, without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers listed in the Purchase Agreement (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the Placement Agents would have the power or authority to bind the Company or any Purchaser, or an obligation for the Company to issue any Placement Agent Securities or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agents’ obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agents to purchase the Placement Agent Securities and does not ensure the successful placement of the Placement Agent Securities or any portion thereof or the success of the Placement Agents with respect to securing any other financing on behalf of the Company. The Placement Agents may retain other brokers or dealers to act as sub-agents or selected-dealers on their behalf in connection with the Placement; provided, however, that the Company shall first approve any such sub-agents or selected-dealers. Certain affiliates of the Placement Agents may participate in the Placement by purchasing some of the Placement Agent Securities. The sale of Placement Agent Securities to any Purchaser will be evidenced by the Purchase Agreement between the Company and such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers. th
Page 162
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY. A. Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agents. In addition to the foregoing, the Company represents and warrants that there are no affiliations with any Financial Industry Regulatory Authority (“FINRA”) member firm participating in the Placement among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater stockholder of the Company, except as set forth in the Purchase Agreement. B. Covenants of the Company. The covenants made by the Company with the Purchasers in Section 4.10 of the Purchase Agreement are hereby incorporated herein by reference into this Agreement (as though fully restated herein). SECTION 2.REPRESENTATIONS OF THE PLACEMENT AGENTS. The Placement Agents each represent and warrant that it: (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agents, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement. The Placement Agents will immediately notify the Company in writing of any change in their status with respect to subsections (i) through (v) above. Each of the Placement Agents covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law. SECTION 3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agents and/or its designees total cash fee equal to six and a half percent (6.5%) of gross proceeds from the Placement of the total amount of Placement Agent Securities sold. For the avoidance of doubt, the Placement Agents agree that such fee shall be the total fee owed by the Company to the Placement Agents under any engagement letters entered into between the Placement Agents (the “Engagement Letters”) and the Company and shall not be in addition to any fees set forth in the Engagement Letters. The Placement Agents reserve the right to reduce any item of compensation, including the reimbursement of expenses described in Section 4 below, or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agents’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. SECTION 4. EXPENSES. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification of the Placement Agent Securities (including all printing and engraving costs); (ii) all fees and expenses of the transfer agent; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Placement Agent Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts) and the Prospectus, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Placement Agent Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (vii) the fees and expenses associated with including the Placement Agent Securities on the Trading Market; (viii) up to $100,000 for accountable expenses
Page 163
related to legal fees of external counsel to the Placement Agents and (ix) up to $10,000 in non-accountable expenses. For the avoidance of doubt, the Placement Agents agree that such expenses shall be the total expenses owed by the Company to the Placement Agents under the Engagement Letters and the Company and shall not be in addition to any expenses set forth in the Engagement Letters. SECTION 5. [Reserved]. SECTION 6. INDEMNIFICATION. A. To the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agents andeach of their respective affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaningof Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, asthe same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of their activities hereunder orpursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof)are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily from the Placement Agents’ bad faith,willful misconduct or gross negligence in performing the services described herein.
Page 164
B. Promptly after receipt by a Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which such Placement Agent is entitled to indemnity hereunder, such Placement Agent will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses or materially adversely impacts the Company. If the Company so elects or is requested by a Placement Agent, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to such Placement Agent and will pay the reasonable fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agents will be entitled to employ its own counsel separate from counsel for the Company and from any other party in such action if counsel for the Placement Agents reasonably determines that it would be conflict of interest under the applicable rules of professional responsibility for the same counsel to represent both the Company and the Placement Agents. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company, in addition to reasonable fees of local counsel. The Company will have the right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement Agents, which will not be unreasonably withheld. The Company shall not be liable for any settlement of any action effected without its written consent, which will not be unreasonably withheld. C. The Company agrees to notify the Placement Agents promptly of the assertion against it or any other person of any claim or thecommencement of any action or proceeding relating to a transaction contemplated by this Agreement. D. If for any reason the foregoing indemnity is unavailable to the Placement Agents or insufficient to hold the Placement Agentsharmless (other than due to the express provisions thereof), then the Company shall contribute to the amount paid or payable bythe Placement Agents as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect notonly the relative benefits received by the Company on the one hand and the Placement Agents on the other, but also the relativefault of the Company on the one hand and the Placement Agents on the other that resulted in such losses, claims, damages orliabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims,damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defendingany litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agents’ share of theliability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agents underthis Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agents). E. These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by thisAgreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that theCompany might otherwise have to any indemnified party under this Agreement or otherwise. SECTION 7. ENGAGEMENT TERM. The Placement Agents’ engagement hereunder will be until the earlier of the Closing Date and September 9, 2026 (the “Term”). The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agents’ performance of due diligence they deem it necessary to terminate the engagement, the Placement Agents may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein, as well as provisions in Sections 9 and 11 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agents as set forth in Section 3 and Section 4 shall be paid by the Company to the Placement Agents (in the event such fees are earned or owed as of the Termination Date). The Placement Agents agree not to use any confidential information
Page 165
concerning the Company provided to the Placement Agents by the Company for any purposes other than those contemplated under this Agreement. SECTION 8. PLACEMENT AGENTS’ INFORMATION. The Company agrees that any information or advice rendered by the Placement Agents in connection with this engagement is for the confidential use of the Company only in its evaluation of the Placement and, except as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agents’ prior written consent. SECTION 9. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that the Placement Agents are not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement Agents hereunder, all of which are hereby expressly waived. SECTION 10. CLOSING. The obligations of the Placement Agents, and the closing of the sale of the Placement Agents Securities hereunder are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase Agreement, to the performance by the Company of its obligations hereunder and in the Purchase Agreement, and to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agents: A. All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each ofthis Agreement, the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactionscontemplated hereby with respect to the Placement Agent Securities shall be reasonably satisfactory in all material respects to thePlacement Agents. B. The Placement Agents shall have received from Company counsel, such counsel’s written legal opinion and negative assuranceletter, with respect to the Placement Agent Securities in form and substance reasonably satisfactory to the Placement Agents. C. The Placement Agents shall have received executed Lock-Up Agreements from the Company’s executive officers and directors. D. The class of Common Stock sold in the Placement, including shares of Common Stock issuable upon the exercise of the CommonWarrants, must be registered under the Exchange Act. The Company shall have taken no action designed to, or likely to have theeffect of, terminating the registration of such class of Common Stock under the Exchange Act or delisting or suspending fromtrading the Common Stock from the Trading Market or other applicable U.S. national exchange, nor has the Company receivedany information suggesting that the Commission or the Trading Market or other U.S. applicable national exchange iscontemplating terminating such registration or listing, except as disclosed in the Registration Statement and the Prospectus. E. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by anygovernmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securitiesor materially and adversely affect or potentially and adversely affect the business or operations of the Company; and noinjunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have beenissued as of the Closing Date which would prevent the issuance or sale of the Placement Agent Securities or materially andadversely affect or potentially and aversely affect the business or operations of the Company.
Page 166
F. The Company shall have entered into a Purchase Agreement with each of the Purchasers of the Placement Agent Securities andsuch agreements shall be in full force and effect and shall contain representations, warranties and covenants of the Company asagreed upon between the Company and the Purchasers. G. FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. Inaddition, the Company shall, if requested by the Placement Agents, make or authorize Placement Agents’ counsel to make on theCompany’s behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to thePlacement and pay all filing fees required in connection therewith. H. I. The Placement Agents shall have received customary certificates from one or more of the Company’s executive officers, as to the accuracy of the representations and warranties contained in the Purchase Agreement, a certificate executed by the Chief Financial Officer of the Company, in form and substance reasonably acceptable to the Placement Agents and a certificate of the Company’s secretary certifying (i) that the Company’s charter documents are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Placement are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company. On the date hereof, the Placement Agents shall have received, a letter from PricewaterhouseCooper LLP (the independent registered public accounting firm of the Company), addressed to the Placement Agents, dated as of the date hereof, and a bring- down “comfort letter” addressed to the Placement Agents on the Closing Date, each in form and substance satisfactory to the Placement Agents. The letters shall not disclose any change in the condition (financial or other), earnings, operations or business of the Company, which, in the Placement Agent’s sole judgment, is material and adverse and that makes it, in the Placement Agent’ sole judgment, impracticable or inadvisable to proceed with the Placement of the Securities. If any of the conditions specified in this Section 10 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agents hereunder may be cancelled by the Placement Agents at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing. SECTION 11. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State, without regard to principles of conflicts of law thereof that would require the application of the laws of any other jurisdiction. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. SECTION 12. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified
Page 167
or waived except by an instrument in writing signed by both the Placement Agents and the Company. The representations, warranties, agreements and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement Agent Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof. SECTION 13. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the e-mail address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is sent to the e-mail address on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following the date of mailing, if sent by an internationally recognized air courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto. SECTION 14. PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents shall, on and after the Closing Date, have the right to reference the Placement and the Placement Agents’ role in connection therewith in the Placement Agents’ marketing materials and on their websites and to place advertisements in financial and other newspapers and journals, in each case at their own expense and in compliance with applicable securities laws. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agents the enclosed copy of this Agreement. [The remainder of this page has been intentionally left blank.] The foregoing Agreement is hereby accepted and agreed to as of the date first written above.
Page 168
A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Thomas J. Higgins Name: Thomas J. Higgins Title: Managing Director Address for Notice: 590 Madison Avenue, 28 Floor New York, NY 10022 Attn: Thomas J. Higgins E-mail: thiggins@allianceg.com LAIDLAW & COMPANY (UK) LTD. By: /s/ Luke Kottke Name: Luke Kottke Title: Head of Capital Markets Address for Notice: 521 5th Avenue New York, NY 10175 Attn: Luke Kottke E-mail: lkottke@laidlawltd.com Accepted and agreed to as of the date first written above: CURIS, INC. By: /s/ Diantha Duvall Name: Diantha Duvall Title: Chief Financial Officer Address for Notice: Curis, Inc. 128 Spring Street, Building C- Suite 500 Lexington, MA 02421 Attention: Diantha Duvall E-mail: dduvall@curis.com and notices@curis.com With a copy (which shall not constitute notice) to: Attention: Wesley C. Holmes and Jennifer A. Yoon E-mail: wesley.holmes@lw.com; jennifer.yoon@lw.com [Signature Page to Placement Agency Agreement] th
Page 169
EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT I, James E. Dentzer, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Curis, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: August 14, 2026 /S/ JAMES E. DENTZER James E. Dentzer President and Chief Executive Officer (Principal Executive Officer)
Page 170
EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT I, Diantha Duvall, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Curis, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: August 14, 2026 /S/ DIANTHA DUVALL Diantha Duvall Chief Financial Officer (Principal Financial Officer)
Page 171
EXHIBIT 32.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(b) OF THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350 In connection with the Quarterly Report on Form 10-Q of Curis, Inc. (the “Company”) for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James E. Dentzer, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 14, 2026 /S/ JAMES E. DENTZER James E. Dentzer President and Chief Executive Officer (Principal Executive Officer)
Page 172
EXHIBIT 32.2 CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b) OF THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350 In connection with the Quarterly Report on Form 10-Q of Curis, Inc. (the “Company”) for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Diantha Duvall, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 14, 2026 /S/ DIANTHA DUVALL Diantha Duvall Chief Financial Officer (Principal Financial Officer)