Current Report Filing (8-k)
June 11 2020 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 11, 2020
Curis, Inc.
(Exact Name
of Registrant as Specified in Charter)
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Delaware
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000-30347
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04-3505116
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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128 Spring Street, Building C, Suite 500
Lexington, Massachusetts
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02421
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(Address of principal executive offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (617)
503-6500
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Common Stock, Par Value $0.01
per share
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CRIS
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Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 11, 2020, Curis, Inc. (the Company) entered into a securities purchase agreement (the Purchase Agreement) with certain
institutional investors (the Purchasers), pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 14,000,000 shares of common stock, $0.01 par value per share, of the Company (the
Common Stock), at a purchase price per share of $1.25 (the Shares), for aggregate gross proceeds to the Company of approximately $17.5 million, before deducting fees payable to the placement agent and other estimated
offering expenses payable by the Company (the Registered Offering). The Shares are being offered by the Company pursuant to a shelf registration statement on Form S-3, which was declared effective
by the Securities and Exchange Commission (the SEC) on May 17, 2018 (File No. 333-224627) (the Registration Statement), and a prospectus supplement thereunder. The Offering is
expected to close on or about June 15, 2020, subject to customary closing conditions.
Pursuant to the Placement Agent Agreement with JonesTrading
Institutional Services LLC (JonesTrading), dated as of June 11, 2020, JonesTrading is entitled to a cash fee of approximately $1 million, which represents 6% of the gross proceeds of the Offering, as well as reimbursement for
its reasonable and documented out-of-pocket expenses incurred in connection with the Offering, including its legal expenses, subject to a limit of $35,000 in the case of
its legal expenses.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase
Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The full text of the press release announcing the Offering on June 11, 2020 is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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.
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CURIS, INC.
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Date: June 11, 2020
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By:
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/s/ William E. Steinkrauss
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William E. Steinkrauss
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Chief Financial Officer
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