Curis Inc. Amends Credit Agreement

TL;DR

Curis amended its credit agreement on 10/28/24, likely changing debt terms.

AI Summary

On October 28, 2024, Curis, Inc. entered into a material definitive agreement, specifically a Second Amendment to the Second Amended and Restated Credit Agreement, with its lenders. This amendment likely impacts the company's financial flexibility and debt obligations.

Why It Matters

This amendment to Curis's credit agreement could affect its ability to access capital and manage its debt, potentially impacting future operations and strategic decisions.

Risk Assessment

Risk Level: medium — Amendments to credit agreements can signal changes in a company's financial health or its need for more flexible borrowing terms.

Key Players & Entities

• Curis, Inc. (company) — Registrant
• October 28, 2024 (date) — Date of earliest event reported
• Second Amendment to the Second Amended and Restated Credit Agreement (agreement) — Material Definitive Agreement

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, Par Value $0.01 per share CRIS Nasdaq Capital Market
• $4.92 — red Warrants"), at an exercise price of $4.92 per share. The combined purchase price
• $5.045 — the associated Unregistered Warrant is $5.045. The aggregate gross proceeds to the Co
• $12.1 m — erings are expected to be approximately $12.1 million, before deducting fees payable to
• $80,000 — gs in an aggregate amount not to exceed $80,000. The Purchase Agreement contains cust

Filing Documents

• cris-20241028.htm (8-K) — 53KB
• curis-ex41xformofcommonsto.htm (EX-4.1) — 124KB
• curis-ex51xwhopinion.htm (EX-5.1) — 13KB
• curis-ex101xsecuritiespurc.htm (EX-10.1) — 227KB
• curis-ex102xregistrationri.htm (EX-10.2) — 158KB
• curis-projectcolonialxpric.htm (EX-99.1) — 13KB
• image_0.jpg (GRAPHIC) — 14KB
• image_0b.jpg (GRAPHIC) — 0KB
• image_1.jpg (GRAPHIC) — 29KB
• image_10.jpg (GRAPHIC) — 0KB
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• image_19a.jpg (GRAPHIC) — 0KB
• image_1b.jpg (GRAPHIC) — 0KB
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• image_7a.jpg (GRAPHIC) — 0KB
• 0001108205-24-000068.txt ( ) — 965KB
• cris-20241028.xsd (EX-101.SCH) — 2KB
• cris-20241028_lab.xml (EX-101.LAB) — 22KB
• cris-20241028_pre.xml (EX-101.PRE) — 13KB
• cris-20241028_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On October 28, 2024, Curis, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investors (the "Purchasers"), pursuant to which the Company agreed to sell and issue: (i) in a registered direct offering (the "Registered Offering"), 2,398,414 shares (the "Shares") of common stock, $0.01 par value per share, of the Company (the "Common Stock") and (ii) in a concurrent private placement (the "Private Placement" and, together with the Registered Offering, the "Offerings") unregistered warrants to purchase up to an aggregate of 2,398,414 shares of Common Stock (the "Unregistered Warrants"), at an exercise price of $4.92 per share. The combined purchase price for one share of Common Stock and the associated Unregistered Warrant is $5.045. The aggregate gross proceeds to the Company from the Offerings are expected to be approximately $12.1 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 Unregistered Warrants. The Shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-276950) that was filed with the Securities and Exchange Commission ("SEC") on February 8, 2024 and declared effective on April 12, 2024 (the "Registration Statement") and a prospectus supplement thereunder. The Unregistered Warrants and the shares of Common Stock issuable upon the exercise of the Unregistered Warrants (the "Warrant Shares") are not being offered pursuant to the Registration Statement and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506(b) promulgated thereunder. The Offerings are expected to close concurrently on or about October 30, 2024,

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 related to the Private Placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the Unregistered Warrants and the Warrant Shares in the Private Placement is being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder. The Unregistered Warrants and the Warrant Shares have not been registered under the Securities Act or any state securities laws, and the Unregistered Warrants and Warrant Shares may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The Private Placement will not involve a public offering and will be made without general solicitation or general advertising. The Purchasers represented that they are institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3), (7), (8) or (9) under the Securities Act or "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act, and that they are acquiring the Unregistered Warrants for investment purposes only and not with a view to any resale, distribution or other disposition of the Unregistered Warrants in violation of the United States federal securities laws.

01. Other Events

Item 8.01. Other Events. Press Release On October 29 2024, the Company issued a press release announcing the pricing of the Offerings. A copy of the press release has been filed as Exhibit 99.1 hereto and is incorporated herein by reference. Cash Runway Based on the Company's research and development plans and the Company's timing expectations related to the progress of its programs, the Company expects that the net proceeds from the Offerings (excluding proceeds from any exercise of Unregistered Warrants), together with its existing cash and cash equivalents, will enable the Company to fund its operations into mid-2025. The Company has based this estimate on assumptions that may prove to be wrong, and it could use its capital resources sooner than it currently expects. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, any statements with respect to the Company's Offerings and the expected closing of the Offerings. Forward-looking statements may contain the words "believes," "expects," "anticipates," "plans," "intends," "seeks," "estimates," "assumes," "predicts," "projects," "targets," "will," "may," "would," "could," "should," "continue," "potential," "focus," "strategy," "mission," or similar expressions. Actual results may differ materially from those indicated by such forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to market and other conditions, the satisfaction of customary closing conditions related to the Offerings and the impact of general economic, industry or political conditions in the United States or internationally. There can be no assurance that the Company will be able to complete the Offerings on the anticipated terms, or at all. You should not place undue reliance on these f

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 4.1 Form of Unregistered Warrant 5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP 10.1 Securities Purchase Agreement, dated October 28, 2024, by and among the Company and the Purchasers named therein 10.2 Registration Rights Agreement, dated October 28, 2024, by and among the Company and the Purchasers named therein 23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above) 99.1 Press Release, dated October 29, 2024 104 Cover Page Interactive Data File (embedded within the InLine XBRL document) SIGNATURE 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 hereunto duly authorized. Curis, Inc. Date: October 29, 2024 By: /s/ Diantha Duvall Diantha Duvall Chief Financial Officer

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View this 8-K filing on SEC EDGAR