cris-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 000-30347

CURIS, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						04-3505116
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

128 Spring Street, Building C - Suite 500, Lexington, Massachusetts 02421
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 503-6500

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of May 2, 2025, there were 10,462,250 shares of the registrant’s common stock, par value $0.01 per share, outstanding.


		Page Number
PART I.	FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	6

	Condensed Consolidated Balance Sheets as of March 31, 202 5 and December 31, 202 4	6

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 202 5 and 202 4	7

	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 202 5 and 202 4	8

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 202 5 and 202 4	9

	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	29

PART II.	OTHER INFORMATION

Item 1A.	Risk Factors	29

Item 5.	Other Information	31

Item 6.	Exhibits	32

Signatures		33


	March 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	20,282	$	19,997


Accounts receivable	2,315		3,349
Prepaid expenses and other current assets	2,214		3,039
Total current assets	24,811		26,385

Property and equipment, net	172		231
Restricted cash, long-term	544		544
Operating lease right-of-use asset	2,857		3,163
Other assets	1,960		1,960
Goodwill	8,982		8,982

Total assets	$	39,326	$	41,265
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	5,104	$	3,024
Accrued liabilities	6,478		7,111
Current portion of operating lease liability	1,301		1,336
Current portion of liability related to sale of future royalties	7,234		7,556
Total current liabilities	20,117		19,027
Long-term operating lease liability	1,338		1,618
Liability related to the sale of future royalties, net	24,478		26,618

Total liabilities	45,933		47,263
Stockholders’ deficit:
Preferred stock, $0.01 par value—5,000,000 shares authorized, no shares issued and outstanding at March 31, 2025 and December 31, 2024	—		—
Common stock, $0.01 par value—34,171,875 shares authorized, 10,462,250 shares issued and outstanding at March 31, 2025; 34,171,875 shares authorized, 8,487,818 shares issued and outstanding at December 31, 2024	105		85
Additional paid-in capital	1,243,703		1,233,716
Accumulated deficit	(1,250,415)		(1,239,799)

Total stockholders’ deficit	(6,607)		(5,998)
Total liabilities and stockholders’ deficit	$	39,326	$	41,265


	Three Months Ended March 31,
	2025		2024




Revenues, net	$	2,380	$	2,086
Operating expenses:
Cost of royalties	14		47
Research and development	8,539		9,617
General and administrative	3,984		4,891
Total operating expenses	12,537		14,555
Loss from operations	(10,157)		(12,469)
Other income:

Interest income	93		515
Income (expense) related to the sale of future royalties	(552)		78


Total other income (expense)	(459)		593
Net loss	$	(10,616)	$	(11,876)
Net loss per common share (basic and diluted)	$	(1.25)	$	(2.05)
Weighted average common shares (basic and diluted)	8,493,886		5,783,585

Net loss	$	(10,616)	$	(11,876)
Other comprehensive income:
Unrealized gain on marketable securities	—		109
Comprehensive loss	$	(10,616)	$	(11,767)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Deficit
	Shares	Amount
December 31, 2024	8,487,818	$	85	$	1,233,716	$	(1,239,799)	$	—	$	(5,998)
Stock-based compensation	—	—		1,164		—		—		1,164
Issuance of common stock in connection with March 2025 Offerings, net of issuance costs	1,974,432	20		2,202		—		—		2,222
Issuance of pre-funded warrants in connection with March 2025 Offerings, net of issuance costs	—	—		2,447		—		—		2,447
Issuance of common warrants in connection with March 2025 Offerings, net of issuance costs	—	—		4,174		—		—		4,174


Net loss	—	—		—		(10,616)		—		(10,616)
March 31, 2025	10,462,250	$	105	$	1,243,703	$	(1,250,415)	$	—	$	(6,607)


Level 1			Quoted prices in active markets for identical assets or liabilities.

Level 2			Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3			Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.


(in thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Fair Value
As of March 31, 2025:
Cash equivalents:
Money market funds	$	362	$	—	$	—	$	362






Total	$	362	$	—	$	—	$	362


(in thousands)
Carrying value of liability related to the sale of future royalties at December 31, 2024	$	34,174
Imputed interest expense	538
Other	15
Less: payments to the Purchasers	(3,015)
Carrying value of liability related to the sale of future royalties at March 31, 2025	31,712
Less current portion	7,234
Carrying value of liability related to the sale of future royalties at March 31, 2025, net of current portion	$	24,478


	October 2024 Common Warrants	March 2025 Common Warrants
Stock price	$4.92	$2.41
Expected term (years)	4.78	1.81
Risk-free interest rate	4.1%	4.1%
Expected volatility	117%	105%
Expected dividend yield	None	None


	Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding, December 31, 2024	1,160,251	$	33.44	7.19	$	—
Granted	486,400	3.13
Exercised	—	—
Canceled/Forfeited	(51,388)	15.81
Outstanding, March 31, 2025	1,595,263	$	24.82	7.76	$	—
Exercisable at March 31, 2025	725,120	$	46.66	5.97	$	—
Vested and unvested expected to vest at March 31, 2025	1,595,263	$	24.82	7.76	$	—


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2024	40,137	$	18.20
Awarded	—	—
Vested	—	—
Forfeited	—	—
Unvested, March 31, 2025	40,137	$	18.20


		CURIS, INC.

Dated:	May 6, 2025	By:	/S/ JAMES E. DENTZER
			James E. Dentzer
			President and Chief Executive Officer
			(Principal Executive Officer)


		CURIS, INC.

		By:	/S/ DIANTHA DUVALL
			Diantha Duvall
			Chief Financial Officer
			(Principal Financial and Accounting Officer)


	As of March 31,
	2025	2024
Anti-dilutive common stock equivalents:
October 2024 Common Warrants	2,398,414	—
March 2025 Common Warrants	8,316,882	—
Stock options outstanding	1,595,263	1,112,388
Unvested RSAs	40,137	110,500
Unvested RSUs	330,500	—
Total anti-dilutive common stock equivalents	12,681,196	1,222,888


	For the Three Months Ended March 31,				Percentage Increase (Decrease)
	2025		2024
	(in thousands)
Revenues, net:	$	2,380	$	2,086	14	%
Costs and expenses:
Cost of royalties	14		47		(70)	%
Research and development	8,539		9,617		(11)	%
General and administrative	3,984		4,891		(19)	%
Other income (expense)	(459)		593		(177)	%
Net loss	$	(10,616)	$	(11,876)	(11)	%


Exhibit Number			Description




4.1			Form of Unregistered Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 28, 2025)
4.2			Form of Unregistered Common Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 28, 2025)
10.1			Form of Securities Purchase Agreement, dated March 28 , 2025, by and among Curis, Inc. and the Purchasers named therei n (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 28, 2025)
10.2			Registration Rights Agreement, dated March 28, 2025, by and among Curis, Inc. and the Purchasers named therei n (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 28, 2025
31.1 *			Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
31.2 *			Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
32.1 **			Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350
32.2 **			Certification of the Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350

101.INS *			InLine XBRL Instance Document

101.SCH *			InLine XBRL Taxonomy Extension Schema Document

101.CAL *			InLine XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF *			InLine XBRL Taxonomy Extension Definition Linkbase Document

101.LAB *			InLine XBRL Taxonomy Extension Label Linkbase Document

101.PRE *			InLine XBRL Taxonomy Extension Presentation Linkbase Document

104			Cover Page Interactive Data File