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- Going Concern (new) — The company and its auditor have raised substantial doubt about Curis's ability to continue as a going concern; cash runs out Q4 2026 without this offering, and even the full raise will not alleviate the doubt beyond 12 months.
Curis prices $15.0M offering at $4.02/share with warrants; cash runs out Q4 2026 without raise
Filed August 10, 2026 · ~2 min read
Key Changes
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Curis is offering 3,731,344 shares at $4.02/share (the August 7, 2026 Nasdaq close) to raise $15.0M gross proceeds. Each share includes one warrant exercisable at $4.02 for five years. This is a best-efforts placement with no minimum, so proceeds could be substantially less.
The Offering verify on EDGAR → -
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The company has substantial doubt about its ability to continue as a going concern. With $15.0M cash as of March 31, 2026, and a $24.2M net loss in Q1 2026 alone, cash runs out in Q4 2026 without this offering. Even with the full raise, the proceeds will not alleviate going-concern doubt beyond 12 months.
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New investors pay $4.02/share but receive $2.95/share in net tangible book value, a $1.07 per-share dilution (27% of the offer price). The offering represents 179% of shares outstanding, massively diluting existing holders.
Dilution verify on EDGAR → -
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Curis is developing emavusertib for blood cancers. July 2026 data showed 86% overall response rate in BTK-naïve PCNSL patients (6 of 7) and 26% in BTK-experienced patients (10 of 39). The company received feedback from FDA and European regulators in March 2025 that its single-arm study could support accelerated approval.
Prospectus Summary verify on EDGAR → -
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The company has accumulated a $1.3 billion deficit and has never been profitable. The $24.2M net loss in Q1 2026 more than tripled year-over-year and exceeds the entire 2025 annual loss of $7.6M, indicating accelerating cash burn.
Prospectus Summary verify on EDGAR → -
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Curis completed a 1-for-20 reverse stock split on July 2, 2026. All historical share counts and per-share data in the prospectus reflect this consolidation retroactively.
Prospectus Summary verify on EDGAR →
Summary
Curis is offering 3,731,344 shares at $4.02 per share (the August 7, 2026 Nasdaq close) to raise $15.0 million in gross proceeds for the company. Each share includes one warrant exercisable at $4.02 for five years, potentially doubling the share count if all warrants are exercised. This is a best-efforts placement with no minimum, so the company could raise substantially less than the target amount.
The offering represents 179% of shares outstanding, massively diluting existing holders; new investors will pay $4.02/share but receive only $2.95/share in net tangible book value, a $1.07 per-share dilution. The company faces an immediate liquidity crisis.
With $15.0 million in cash as of March 31, 2026, and a $24.2 million net loss in Q1 2026 alone (more than triple the year-ago quarter and exceeding the entire 2025 annual loss), Curis will run out of cash in Q4 2026 without this offering. Management and the auditor have raised substantial doubt about the company's ability to continue as a going concern, and the prospectus explicitly states that even the full $15.0 million raise will not alleviate that doubt beyond the next 12 months. The company has accumulated a $1.3 billion deficit and has never been profitable. Curis is developing emavusertib for blood cancers, with July 2026 data showing an 86% overall response rate in BTK-naïve PCNSL patients (6 of 7) and 26% in BTK-experienced patients (10 of 39). The company received feedback from FDA and European regulators in March 2025 that its single-arm study could support accelerated approval pathways, though the company must still enroll the required patient numbers and complete the analyses. The company completed a 1-for-20 reverse stock split on July 2, 2026.
Section-by-Section Diff
The Offering · The Offering
Offering 3,731,344 shares at $4.02 per share (or Pre-Funded Warrants at $4.01) plus August 2026 Warrants exercisable at $4.02, with 6.5% placement agent fees.
Added in current filing · view on EDGAR →
Common stock offered by us 3,731,344 shares.
The company is offering 3,731,344 shares of common stock. Investors may alternatively purchase Pre-Funded Warrants (exercisable at $0.01 per share) in lieu of common stock, up to the same 3,731,344 share amount. Each share or Pre-Funded Warrant is bundled with one August 2026 Warrant.
Added in current filing · verify on EDGAR →
assumed public offering price of $4.02 per share, the last reported sales price of our common stock on Nasdaq on August 7, 2026
The assumed offering price is $4.02 per share, based on the August 7, 2026 Nasdaq closing price. Pre-Funded Warrants are priced at $4.01 (the offering price minus the $0.01 exercise price). This is a preliminary price based on market price, not a fixed range.
Added in current filing · verify on EDGAR →
Each August 2026 Warrant has an assumed initial exercise price of $4.02 per share of Common Stock (or 100% of the combined offering price). The August 2026 Warrants will become exercisable immediately upon issuance and will expire five years from the date thereof. The August 2026 Warrants include certain mechanisms, including certain anti-dilution provisions and other standard adjustment provisions.
Every share or Pre-Funded Warrant purchased includes one August 2026 Warrant exercisable at $4.02 (100% of the offering price), exercisable immediately and expiring in five years. The warrants contain anti-dilution provisions. If all warrants are exercised, up to 7,462,688 total shares could be issued (3,731,344 from the primary offering plus 3,731,344 from warrant exercises).
Added in current filing · verify on EDGAR →
We have agreed to pay the Placement Agents a cash fee equal to 6.5% of the gross proc
The company will pay placement agents a 6.5% fee on gross proceeds. The section does not provide complete gross or net proceeds figures in the quoted text, though it references deducting estimated fees and expenses from the assumed $4.02 price and 3,731,344 share count.
Prospectus Summary · Prospectus Summary
Curis is a biotech developing emavusertib for blood cancers; has substantial going-concern doubt, cash insufficient beyond 12 months from filing.
Added in current filing · verify on EDGAR →
Our current cash and cash equivalents are not expected to fund our operations beyond 12 months from the date of filing this Prospectus. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
The company discloses it lacks sufficient cash to operate beyond 12 months from this filing date, raising substantial doubt about continuing as a going concern. This is an immediate liquidity crisis requiring additional funding or strategic alternatives including potential bankruptcy.
Added in current filing · verify on EDGAR →
We have never been profitable on an annual basis and had an accumulated deficit of $1.3 billion as of March 31, 2026. For the three months ended March 31, 2026, we incurred a net loss of $24.2 million and used $9.0 million of cash in operations.
The company has accumulated a $1.3 billion deficit through March 31, 2026, with a $24.2 million net loss and $9.0 million cash burn in the most recent quarter. The company has never been profitable and expects continued operating losses.
Added in current filing · verify on EDGAR →
On July 2, 2026, the Company effected a 1-for-20 reverse stock split. All historical share counts, outstanding options, and per-share data (including loss per share) presented in this prospectus have been retroactively adjusted for all periods to reflect the impact of the stock split.
The company completed a 1-for-20 reverse stock split on July 2, 2026, consolidating every 20 shares into 1 share. All historical share and per-share data in the prospectus reflect this adjustment retroactively.
Added in current filing · verify on EDGAR →
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.
The company received feedback from European and U.S. regulators in March 2025 indicating its single-arm PCNSL study could support accelerated approval pathways. Both agencies provided specific requirements including patient numbers (45 for Europe) and analyses needed before submission.
Added in current filing · verify on EDGAR → · paraphrased
In July 2026, we announced the following updated data from PCNSL patients in our TakeAim Lymphoma study which included data for 7 BTK-naïve patients and 39 BTKi-experienced patients: as of July 1, 2026 BTKi-naïve 100% ORR (5 of 5) Evaluable Patients, 86% ORR (6 of 7) All Patients; BTKi-experienced 33% ORR (10 of 30) Evaluable Patients, 26% ORR (10 of 39) All Patients
July 2026 data showed 86% overall response rate in BTK-naïve PCNSL patients (6 of 7) and 26% in BTK-experienced patients (10 of 39). The BTK-naïve response rate improved from 71% reported in May 2025 data.
Use of Proceeds · Use of Proceeds
Best-efforts offering targeting $13.6M net proceeds for R&D and working capital; no minimum, so proceeds could be as low as $1.0M at 10% sold.
Added in current filing · verify on EDGAR →
The net proceeds of the sale of shares of common stock and pre-funded warrants in this offering will be approximately $13.6 million at the assumed public offering price of $4.02 per share (the last reported price of our common stock on The Nasdaq Capital Market on August 7, 2026) after deducting estimated placement agents fees and expenses and estimated offering expenses payable by us.
The company expects $13.6 million in net proceeds at $4.02 per share, but this is a best-efforts offering with no minimum. If only 10%, 25%, 50%, or 75% of the maximum is sold, net proceeds would be approximately $1.0 million, $3.1 million, $6.6 million, or $10.1 million respectively. Proceeds will fund R&D activities and working capital.
Added in current filing · view on EDGAR →
Net loss $ | (24,199) | $ (10,616) | $ (7,582) | $ (43,389)
The company reported a net loss of $24.2 million for Q1 2026, compared to $10.6 million in Q1 2025 and $7.6 million for full-year 2025. The Q1 2026 loss more than tripled year-over-year and exceeds the entire 2025 annual loss, indicating accelerating cash burn.
Added in current filing · verify on EDGAR →
As of March 31, 2026, we had cash and cash equivalents of $15.0 million.
The company had $15.0 million in cash as of March 31, 2026. Given the $24.2 million net loss in Q1 2026 alone, the current cash position plus even the full $13.6 million target proceeds would provide limited runway at the current burn rate.
Added in current filing · verify on EDGAR →
as adjusted to reflect the 1-for-20 reverse stock split effected on July 2, 2026 for all periods presented
The company effected a 1-for-20 reverse stock split on July 2, 2026. The selected financial data shows both as-reported and as-adjusted figures; for example, net loss per share for Q1 2026 was $(1.25) as reported but $(24.99) as adjusted for the split.
Dilution · Dilution
New investors pay $4.02/share but receive $2.95/share in net tangible book value, a $1.07 dilution; existing holders gain $1.21/share.
Added in current filing · verify on EDGAR →
Dilution per share to new investors is determined by subtracting pro forma net tangible book value per share after this offering from the assumed public offering price per share paid by new investors. The following table illustrates this dilution on a per share basis. Assumed offering price per share $ 4.02 Net tangible book value per share as of March 31, 2026 $ 1.74 Increase in net tangible book value per share attributable to new investors $ 1.21 Pro forma net tangible book value per share after this offering $ 2.95 Dilution per share to new investors $ 1.07
At the assumed offering price of $4.02 per share, new investors experience immediate dilution of $1.07 per share — they pay $4.02 but receive only $2.95 in pro forma net tangible book value. Existing stockholders benefit from an increase of $1.21 per share in net tangible book value, from $1.74 to $2.95, funded by the new capital raised.
Added in current filing · verify on EDGAR →
Our historical net tangible book value as of March 31, 2026 was $3.7 million, or $1.74 per share of our common stock.
Before this offering, the company had $3.7 million in net tangible book value, or $1.74 per share, based on 2,135,906 shares and pre-funded warrants outstanding. This is the baseline from which dilution is measured.
Added in current filing · verify on EDGAR →
After giving effect to the sale of shares of common stock by us, at an assumed public offering price of $4.02 per share (the last reported sale price of our common stock on The Nasdaq Capital Market on August 7, 2026), less the estimated placement agents fees and expenses and estimated offering expenses payable by us our pro forma net tangible book value as of March 31, 2026 would have been approximately $17.3 million, or approximately $2.95 per share.
After the offering at $4.02 per share (the August 7, 2026 market price), net of placement agent fees and expenses, pro forma net tangible book value would increase to approximately $17.3 million, or $2.95 per share. This represents the company's tangible asset base after receiving the new capital.
Added in current filing · verify on EDGAR → · paraphrased
116,456 shares of our common stock issuable upon the exercise of stock options outstanding at a weighted average exercise price of $313.84 per share; •349,574 shares of our common stock issuable upon the exercise of stock options granted after March 31, 2026, at a weighted average exercise price of $5.29 per share; •7,408 shares of common stock issuable upon the vesting of restricted stock units outstanding; •an aggregate of 28,069 shares of common stock reserved for future issuance under our 2026 Incentive Plan; •an aggregate of 17,891 shares of common stock reserved for future issuance under our Amended and Restated 2010 Employee Stock Purchase Plan, as amended; •50,000 shares of common stock converted to pre-funded warrants; •33,587 shares of common stock issued upon the exercise of pre-funded warrants; •4,728,671 shares of our common stock issuable upon the exercise of warrants outstanding at a weighted average exercise price of $20.95 per share;
The dilution calculation excludes substantial potential dilution from 4.7 million warrants (weighted average exercise price $20.95), 466,030 stock options (including 349,574 granted after March 31, 2026 at $5.29 average exercise price), and equity plan reserves. Exercise of securities with prices below the $4.02 offering price would cause additional dilution beyond the $1.07 per share disclosed.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future.
The company has never paid dividends and does not anticipate paying any in the foreseeable future, intending instead to retain all funds for business development and expansion. Any future dividend decision rests with the board of directors.
Risk Factors · Risk Factors
Company has substantial doubt about ability to continue as going concern; cash runs out Q4 2026 without this offering, which itself won't alleviate going-concern doubt.
Added in current filing · verify on EDGAR →
As of March 31, 2026, we had $15.0 million in cash and cash equivalents. Without taking into account the anticipated net proceeds from this offering, we expect these available cash resources to fund our existing operations into the fourth quarter of 2026.
The company has only $15.0 million in cash as of March 31, 2026, sufficient to fund operations only into Q4 2026 without this offering. Management and auditors have raised substantial doubt about the company's ability to continue as a going concern, and the proceeds from this offering will not be sufficient to alleviate that doubt beyond the next 12 months.
Added in current filing · verify on EDGAR →
We may sell in this offering up to 3,731,344 shares of our Common Stock, or approximately 179% of our common stock outstanding, prior to this offering, as of August 7, 2026.
The company may sell up to 3,731,344 shares, representing approximately 179% of the common stock outstanding prior to the offering. This massive dilution relative to the existing share base could significantly impact existing shareholders and the stock price.
Added in current filing · verify on EDGAR →
The Placement Agents have agreed to use their reasonable best efforts to solicit offers to purchase the securities in this offering. The Placement Agents have no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering.
This is a best-efforts offering with no minimum proceeds requirement and no underwriting commitment. The company may raise substantially less than the maximum amount, potentially insufficient to support operations, and investors will not receive refunds even if the company fails to raise adequate capital.
Added in current filing · verify on EDGAR →
Based on an assumed offering price of $4.02 per share of common stock, which represents the closing price of our common stock on Nasdaq on August 7, 2026, if you purchase shares of common stock in this offering, you will experience immediate dilution of $1.07 per share, representing the difference between the offering price of the common stock and our as adjusted net tangible book value per share after giving effect to this offering.
At the assumed offering price of $4.02 per share (the August 7, 2026 closing price), investors will experience immediate dilution of $1.07 per share. This means investors are paying substantially more than the net tangible book value per share after the offering.
Added in current filing · verify on EDGAR →
The Pre-Funded Warrants are exercisable for $0.01 per share of common stock underlying such Pre-Funded Warrants or they may be exercised by way of a cashless exercise, meaning that the holders may not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of shares of our common stock determined according to the formula set forth in the pre-funded warrants. Accordingly, we may not receive a significant amount or any additional funds upon the exercise of the Pre-Funded Warrants.
The Pre-Funded Warrants have a nominal $0.01 exercise price and may be exercised cashlessly, meaning the company may receive little or no additional proceeds when they are exercised. This limits the capital the company can raise from warrant exercises.
Experts · Experts
PricewaterhouseCoopers LLP audited the 2025 financials with a going concern qualification.
Added in current filing · verify on EDGAR →
which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements
The auditor's report includes an explanatory paragraph about the company's ability to continue as a going concern, as detailed in Note 1 to the financial statements. This qualification indicates the auditor identified substantial doubt about whether the company can meet its obligations over the next twelve months, a material risk for investors.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 16, 2026 · How we verify