Curis, Inc. (NASDAQ:CRIS) Files An 8-K Entry into a Material Definitive Agreement

Curis, Inc. (NASDAQ:CRIS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On June 11, 2020, Curis, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 14,000,000 shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”), at a purchase price per share of $1.25 (the “Shares”), for aggregate gross proceeds to the Company of approximately $17.5 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company (the “Registered Offering”). The Shares are being offered by the Company to a shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 17, 2018 (File No. 333-224627) (the “Registration Statement”), and a prospectus supplement thereunder. The Offering is expected to close on or about June 15, 2020, subject to customary closing conditions.

to the Placement Agent Agreement with JonesTrading Institutional Services LLC (“JonesTrading”), dated as of June 11, 2020, JonesTrading is entitled to a cash fee of approximately $1 million, which represents 6% of the gross proceeds of the Offering, as well as reimbursement for its reasonable and documented out-of-pocket expenses incurred in connection with the Offering, including its legal expenses, subject to a limit of $35,000 in the case of its legal expenses.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The full text of the press release announcing the Offering on June 11, 2020 is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

  5.1    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
10.1    Form of Securities Purchase Agreement
23.1    Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
99.1    Press Release, dated June 11, 2020

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EX-5.1 2 d695287dex51.htm EX-5.1 EX-5.1 Exhibit 5.1     June 11,…
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About Curis, Inc. (NASDAQ:CRIS)

Curis, Inc. is a biotechnology company. The Company is engaged in the development and commercialization of drug candidates for the treatment of human cancers. The Company’s drug candidate, CUDC-907, is an orally available, small molecule inhibitor of histone deacetylase (HDAC) and phosphatidylinositol-3-kinase (PI3K) enzymes. Its product pipeline includes CA-170, which is an oral small molecule drug candidate; CA-4948, which is an oral small molecule drug candidate that is designed to inhibit the interleukin-1 receptor-associated kinase 4 (IRAK4) kinase; Erivedge, which is an orally bioavailable small molecule, and is designed to selectively inhibit the Hedgehog signaling pathway; CUDC-427, which is an oral, small molecule Smac mimetic that is designed to promote cancer cell death by antagonizing inhibitor of apoptosis (IAP) proteins, and CUDC-305, which is an oral HSP90 inhibitor for the development in advanced lung cancer.

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