v3.26.1
Stockholders' Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders' Equity 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.
(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.
(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
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.
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$98.40
Expected term (years)0.102.662.354.051.814.78
Risk-free interest rate2.4%3.7%3.6%3.9%4.1%4.1%
Expected volatility47%100%94%109%105%117%
Expected dividend yieldNoneNoneNoneNoneNoneNone
The following table summarizes the changes in the fair value of warrant liabilities, which were classified as Level 3 within fair value hierarchy:
January 2026 Series A Common WarrantsJanuary 2026 Series B Common WarrantsJanuary 2026 Series C Common WarrantsTotal Level 3 Financial Liabilities
Balance, as of December 31, 2025$— $— $— $— 
Initial fair value of warrant liabilities8,169 3,652 5,918 17,739 
Change in fair value of warrant liability8,536 (3,052)5,976 11,460 
Reclassification of warrant liabilities to equity(16,705)— (11,894)(28,599)
Balance, as of June 30, 2026$— $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.