As filed with the Securities and Exchange Commission on December 9, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Curis, Inc.
(Exact name
of registrant as specified in its charter)
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Delaware
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04-3505116
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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128 Spring Street, Building C – Suite 500
Lexington, MA 02421
(617) 503-6500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
James E. Dentzer
President and Chief Executive Officer
Curis, Inc.
128 Spring
Street, Building C – Suite 500
Lexington, MA 02421
(617) 503-6500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Cynthia T. Mazareas, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston,
Massachusetts 02109
Telephone: (617) 526-6000
Fax: (617) 526-5000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-224627
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities To Be Registered
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee(2)
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Common Stock, $0.01 par value per share
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$ 26,302,844
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$ 2,869.64
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(1)
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The registrant previously registered the offering, issuance and sale of securities of up to $200,000,000 under
the registration statement on Form S-3 (File No. 333-224627), which was filed by the registrant on May 3, 2018 and declared effective on May 17, 2018 (the
“Registration Statement”). In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $26,302,844 is hereby registered representing
no more than 20% of the maximum aggregate offering price of securities that remain available for issuance under the Registration Statement.
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(2)
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Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b)
under the Securities Act of 1933, as amended.