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 |