8-K/A
CURIS INC (CRIS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K/A
(Amendment No. 1)
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): November 6, 2025
Curis, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-30347 | 04-3505116 | ||
|---|---|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | 128 Spring Street, Building C - Suite 500, Lexington MA 02421 | |
| --- | ||||
| (Address of Principal Executive Offices) (Zip Code) |
(617) 503-6500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
|---|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, Par Value $0.01 per share | CRIS | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
On November 6, 2025, Curis, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) disclosing that it had completed its sale of its interest in Curis Royalty, LLC to TPC Investments Royalty LLC, a limited liability company managed by Oberland Capital Management, LLC (the “Transaction”). This Form 8-K/A amends the Original 8-K to include the pro forma financial information of the Company giving effect to the completion of the Transaction required by Item 9.01(b) of Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The Company’s unaudited pro forma condensed consolidated balance sheet as of September 30, 2025, unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025, and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2024, are filed as Exhibit 99.1 hereto and are incorporated into this Item 9.01(b) by reference.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information |
| 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: | November 13, 2025 | By: | /s/ Diantha Duvall |
| Diantha Duvall | |||
| Chief Financial Officer |
Document
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On November 6, 2025, Curis, Inc. (“Curis” or the “Company”) sold to TPC Investments Royalty LLC, a limited liability company managed by Oberland Capital Management, LLC (“Oberland”), its interest in Curis Royalty LLC, a wholly owned subsidiary of the Company (“Curis Royalty”). The sale includes the intellectual property relating to Erivedge® (vismodegib), a first-in-class orally administered small molecule Hedgehog signaling pathway antagonist (“Erivedge”), other assets associated with Erivedge and the Collaborative Research, Development and License Agreement, dated as of June 11, 2003, by and between the Company and Genentech, Inc. (“Genentech”) (as amended by the First Amendment to the Collaborative Research, Development and License Agreement, between the Company and Genentech effective as of December 10, 2004, the Second Amendment to the Collaborative Research, Development and License Agreement, between the Company and Genentech effective as of April 11, 2005, the Third Amendment to the Collaborative Research, Development and License Agreement, between the Company and Genentech effective as of May 8, 2006 and the Fourth Amendment to the Collaborative Research, Development and License Agreement, between the Company and Genentech effective as of January 1, 2012, the “License Agreement”) (the “Erivedge Business”), in exchange for upfront consideration of $2.5 million and a release of the Company’s liability related to sale of future royalties to Oberland pursuant to the License Agreement (collectively, the “Transaction”). In connection with the Transaction, the Company transferred to Curis Royalty all rights to Curis Technology, Inventions and Joint Patents (each as defined in the License Agreement) and assigned the Company’s rights, duties and obligations under the License Agreement to Curis Royalty. As a result of executing the sale of Curis Royalty to Oberland, in the fourth quarter of 2025, the Company will recognize a gain within its statement of operations and comprehensive loss and the liability related to sale of future royalties will be extinguished. Following the Transaction, the Company is no longer entitled to revenues under the License Agreement.
The following unaudited pro forma condensed consolidated financial information is intended to illustrate how the Transaction would affect the historical financial statements of Curis if the Transaction had been consummated at an earlier time as indicated herein.
The unaudited pro forma condensed consolidated financial information is derived, in part, from, and should be read in conjunction with, Curis’s historical consolidated financial statements and notes thereto, as presented in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2025 and its Annual Report on Form 10-K for the year ended December 31, 2024.
The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X. Curis’s accounting and financial reporting in these unaudited pro forma condensed consolidated financial information is based on its assessment of the appropriate application of accounting principles generally accepted in the U.S. (“U.S. GAAP”).
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 is prepared with the assumption that the Transaction had been consummated on September 30, 2025.
The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024 and the nine months ended September 30, 2025 is prepared with the assumption that the Transaction had been consummated on January 1, 2024.
The transaction accounting adjustments to reflect the Transaction in the unaudited pro forma condensed consolidated financial statements include:
•Receipt of upfront consideration of $2.5 million;
•Sale of the assets and settlement of liabilities of the Erivedge Business; and
•Release from the liability related to the sale of future royalties to Oberland.
The unaudited pro forma condensed consolidated financial information does not purport to be indicative of the results of operations, the financial position or the gain on the transaction which would have actually resulted if the Transaction had been consummated on the dates indicated, or which may result in future periods.
The Company prepared the unaudited pro forma condensed consolidated financial information based upon assumptions deemed appropriate by its management. An explanation of certain assumptions is set forth in the notes to the unaudited pro forma condensed consolidated financial information. The pro forma adjustments may differ from those that have been or will be calculated to report the Transaction as a discontinued operation in the Company's historical and future filings, and do not reflect future events that may occur after the Transaction.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the notes thereto.
CURIS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2025
| As Reported | Transaction Accounting Adjustments | Note 2 | Pro Forma | ||||
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 9,051 | $ | 2,411 | (a)(b) | $ | 11,462 |
| Accounts receivable | 3,243 | (3,243) | (b) | — | |||
| Prepaid expenses and other current assets | 1,613 | — | 1,613 | ||||
| Total current assets | 13,907 | (832) | 13,075 | ||||
| Property and equipment, net | 98 | — | 98 | ||||
| Restricted cash, long-term | 544 | — | 544 | ||||
| Operating lease right-of-use asset | 2,221 | — | 2,221 | ||||
| Other assets | 1,889 | — | 1,889 | ||||
| Goodwill | 8,982 | — | 8,982 | ||||
| Total assets | $ | 27,641 | $ | (832) | $ | 26,809 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 4,445 | $ | (14) | (b) | $ | 4,431 |
| Accrued liabilities | 7,288 | (172) | (b) | 7,116 | |||
| Current portion of operating lease liability | 1,228 | — | 1,228 | ||||
| Current portion of liability related to sale of future royalties | 6,951 | (6,951) | (c) | — | |||
| Total current liabilities | 19,912 | (7,137) | 12,775 | ||||
| Long-term operating lease liability | 740 | — | 740 | ||||
| Liability related to the sale of future royalties, net | 21,680 | (21,680) | (c) | — | |||
| Total liabilities | 42,332 | (28,817) | 13,515 | ||||
| Stockholders’ equity (deficit): | |||||||
| Preferred stock, $0.01 par value—5,000,000 shares authorized, no shares issued and outstanding at September 30, 2025 and December 31, 2024 | — | — | — | ||||
| Common stock, $0.01 par value—68,343,750 shares authorized, 12,733,853 shares issued and outstanding at September 30, 2025; 34,171,875 shares authorized, 8,487,818 shares issued and outstanding at December 31, 2024 | 127 | — | 127 | ||||
| Additional paid-in capital | 1,251,919 | — | 1,251,919 | ||||
| Accumulated deficit | (1,266,737) | 27,985 | (d) | (1,238,752) | |||
| Total stockholders’ equity (deficit) | (14,691) | 27,985 | 13,294 | ||||
| Total liabilities and stockholders’ equity (deficit) | $ | 27,641 | $ | (832) | $ | 26,809 |
CURIS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
| As Reported | Transaction Accounting Adjustments | Note 2 | Pro Forma | ||||
|---|---|---|---|---|---|---|---|
| Revenues, net | $ | 8,305 | $ | (8,305) | (e) | $ | — |
| Operating expenses: | |||||||
| Cost of royalties | 45 | (45) | (e) | — | |||
| Research and development | 22,429 | — | 22,429 | ||||
| General and administrative | 11,163 | (105) | (e) | 11,058 | |||
| Total operating expenses | 33,637 | (150) | 33,487 | ||||
| Loss from operations | (25,332) | (8,155) | (33,487) | ||||
| Other income (expense): | |||||||
| Interest income | 265 | — | 265 | ||||
| Expense related to the sale of future royalties | (1,871) | 1,871 | (f) | — | |||
| Total other income (expense) | (1,606) | 1,871 | 265 | ||||
| Net loss | $ | (26,938) | $ | (6,284) | $ | (33,222) | |
| Net loss per common share (basic and diluted) | $ | (2.19) | $ | (2.70) | |||
| Weighted average common shares (basic and diluted) | 12,293,558 | 12,293,558 |
CURIS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2024
| As Reported | Transaction Accounting Adjustments | Note 2 | Pro Forma | ||||
|---|---|---|---|---|---|---|---|
| Revenues, net | $ | 10,908 | $ | (10,908) | (e) | $ | — |
| Operating expenses: | |||||||
| Cost of royalties | 98 | (98) | (e) | — | |||
| Research and development | 38,562 | — | 38,562 | ||||
| General and administrative | 16,790 | (58) | (e) | 16,732 | |||
| Total operating expenses | 55,450 | (156) | 55,294 | ||||
| Gain on release of liability related to sale of future royalties associated with sale of assets | — | 27,985 | (d) | 27,985 | |||
| Loss from operations | (44,542) | 17,233 | (27,309) | ||||
| Other income (expense): | |||||||
| Interest income | 1,768 | — | 1,768 | ||||
| Expense related to the sale of future royalties | (615) | 615 | (f) | — | |||
| Total other income (expense) | 1,153 | 615 | 1,768 | ||||
| Net loss | $ | (43,389) | $ | 17,848 | $ | (25,541) | |
| Net loss per common share (basic and diluted) | $ | (6.88) | $ | (4.05) | |||
| Weighted average common shares (basic and diluted) | 6,306,284 | 6,306,284 |
CURIS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
1. Basis of Presentation
The unaudited pro forma condensed consolidated financial information is prepared based on Curis’s historical consolidated financial statements and pursuant to Article 11 of Regulation S-X, adjusted for certain transaction accounting adjustments listed in the Note 2 below. Actual adjustments, however, may differ materially from the information presented. In addition, Curis does not expect material income tax impact resulting from the transactions contemplated by the Transaction as it maintains a full valuation allowance on all of its deferred tax assets due to its history of losses.
2. Pro Forma Adjustments
The unaudited pro forma condensed consolidated financial information reflects the following adjustments:
(a)Recognition of cash received for the sale of $2.5 million, less cash paid to settle liabilities from the Erivedge Business.
(b)Derecognition of the assets and settlement of the liabilities associated with the Erivedge Business.
(c)Extinguishment of the $28.6 million liability related to sale of future royalties, assuming the Transaction had been consummated on September 30, 2025.
(d)Recognition of gain on the transaction of $28.0 million. This represents the recognition of cash received for the sale of $2.5 million, less cash paid to settle liabilities from the Erivedge Business, derecognition of the assets and non-cash settlement of the liabilities associated with the Erivedge Business and extinguishment of the liability related to sale of future royalties.
(e)Eliminate expenses associated with the liability related to the sale of future royalties.