居里美股招股说明书(2026-08-13版)

We are offering 335,001 shares of common stock, par value $0.01 per share (“Common Stock”), of Curis, Inc. (“Curis”, the“Company”, “our company”, “we” or “us”) and, to certain purchasers, 3,398,333 pre-funded warrants (the “Pre-Funded Warrants”) topurchase up to 3,398,333 shares of Common Stock, together with 3,733,334 common warrants (“August 2026 Warrants”) to purchaseup to 3,733,334 shares of Common Stock at a combined public offering price of $1.50 per share of Common Stock and August 2026Warrant and $1.49 per Pre-Funded Warrant and August 2026 Warrant, pursuant to this prospectus. The Common Stock and August2026 Warrants will be sold in a fixed combination, with each share of Common Stock accompanied by one August 2026 Warrant topurchase one share of Common Stock. We are offering to those purchasers whose purchase of our Common Stock in this offering would otherwise result in such purchaser,together with its affiliates and certain related parties, beneficially owning more than 9.99% of our outstanding Common stockimmediately following the consummation of this offering, the opportunity, in lieu of purchasing Common Stock, to purchase the Pre-Funded Warrants. Each Pre-Funded Warrant will be immediately exercisable for one share of Common Stock at any time at the optionof the holder until such Pre-Funded Warrant is exercised in full, provided that the holder will be prohibited from exercising Pre-Funded Warrants if, as a result of such exercise, the holder, together with its affiliates and certain related parties, would own more than9.99% of the total number of shares of Common Stock then issued and outstanding. The combined purchase price of each Pre-FundedWarrant and August 2026 Warrant is $1.49 (which is the combined public offering price of $1.50 per share of Common Stock andAugust 2026 Warrant to be sold in this offering minus $0.01, the exercise price per share of Common Stock of each Pre-FundedWarrant). The Pre-Funded Warrants will be sold together with August 2026 Warrants in a fixed combination, with each Pre-FundedWarrant accompanied by one August 2026 Warrant to purchase one share of Common Stock. Each August 2026 Warrant will have an exercise price of $1.75 per share of Common Stock, will be immediately exercisable uponissuance, and will expire on the five (5) year anniversary of the issuance date. We are also registering the shares of Common Stock issuable from time to time upon the exercise of the Pre-Funded Warrants andAugust 2026 Warrants offered hereby. Our Common stock is listed on The Nasdaq Capital Market under the symbol “CRIS”. On August 12, 2026, the last sale price of ourCommon stock was $1.67 per share. There is no established public trading market for the Pre-Funded Warrants or August 2026Warrants and we do not expect a market to develop. Without an active trading market, the liquidity of those warrants will be limited. Inaddition, we do not intend to list the Pre-Funded Warrants or August 2026 Warrants on Nasdaq, any other national securities exchangeor any other trading system. The offering will terminate on September 9, 2026, unless (i) the closing occurs prior thereto or (ii) we decide to terminate the offering(which we may do at any time in our discretion) prior to that date. The securities purchased in this offering are expected to be issued ina single closing. The public offering price per share of Common Stock (or Pre-Funded Warrant) will be fixed for the duration of theoffering. We entered into a securities purchase agreement relating to the offering with those investors that chose to enter into such an agreementon August 12, 2026, the day that the registration statement of which this prospectus forms a part was declared effective, and that theclosing of the offering will end one trading day after we first enter into a securities purchase agreement relating to the offering. Theoffering will settle delivery versus payment (“DVP”)/receipt versus payment (“RVP”). That is, on the closing date, we will issue theshares of Common Stock directly to the account(s) at the Placement Agent identified by each purchaser; upon receipt of such shares,the Placement Agent shall promptly electronically deliver such shares to the applicable purchaser, and payment therefor shall be madeby the Placement Agent (or their clearing firm) by wire transfer to us. We have engaged A.G.P./Alliance Global Partners. (“A.G.P.”) and Laidlaw & Company (UK) Ltd. (“Laidlaw”) (the “PlacementAgents”) to act as our exclusive placement agents in connection with this offering. The Placement Agents have agreed to use theirreasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agents are not purchasing orselling any of the securities we are offering. We have agreed to pay to the Placement Agents the placement agent fees set forth in thetable below (1)We have agreed to pay the Placement Agents a cash fee equal to 6.5% of the gross proceeds raised in this o