LEXINGTON, Mass., Oct. 29,
2024 /PRNewswire/ -- Curis, Inc. ("Curis")
(NASDAQ: CRIS), a biotechnology company focused on the development
of emavusertib (CA-4948), an orally available, small molecule IRAK4
inhibitor, today announced that it has entered into a definitive
agreement with a combination of existing and new investors for the
purchase of 2,398,414 shares of its common stock in a registered
direct offering priced at-the-market under Nasdaq rules. In a
concurrent private placement, Curis also agreed to issue to the
investors in the registered direct offering unregistered warrants
to purchase up to an aggregate of 2,398,414 shares of common stock.
The unregistered warrants to be issued in the concurrent private
placement will have an exercise price of $4.92 per share of common stock, will be
exercisable immediately and will expire five years following the
issuance date. The combined purchase price for one share of common
stock and the associated unregistered warrant is $5.045.
Gross proceeds to Curis from the offering are expected to be
approximately $12.1 million, before
deducting the placement agents' fees and other offering expenses
payable by Curis. Curis intends to use the net proceeds from the
offering on research, development, working capital, and other
general corporate purposes. The registered direct offering and
concurrent private placement are each expected to close on or about
October 30, 2024, subject to the
satisfaction of customary closing conditions.
Truist Securities and Laidlaw & Company (U.K.) Ltd. are
acting as placement agents for the registered direct offering and
the concurrent private placement.
The shares of common stock offered in the registered direct
offering (but excluding the unregistered warrants to be issued in
the concurrent private placement and shares of common stock
underlying the unregistered warrants) are being offered by Curis
pursuant to a shelf registration statement on Form S-3 (File No.
333-276950) that was filed with the U.S. Securities and Exchange
Commission ("SEC") on February 8,
2024 and declared effective by the SEC on April 12, 2024. A prospectus supplement relating
to and describing the terms of the registered direct offering will
be filed with the SEC and will be available on the SEC's website at
www.sec.gov. The registered direct offering is being made only by
means of a prospectus and related prospectus supplement. When
available, electronic copies of the prospectus supplement and the
accompanying prospectus may also be obtained from Truist
Securities, Inc., Attention: Prospectus Department, 3333 Peachtree
Road NE, 9th floor, Atlanta,
Georgia 30326, by telephone at (800) 685-4786, or by email
at TruistSecurities.prospectus@Truist.com; and Laidlaw &
Company (U.K.) Ltd., Attention: Syndicate@laidlawltd.com.
The unregistered warrants are being offered in the concurrent
private placement pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided in Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated thereunder and, along with the
shares of common stock underlying such unregistered warrants, have
not been registered under the Securities Act or applicable state
securities laws. Curis has agreed to file a resale registration
statement with the SEC covering the resale of the shares of common
stock underlying the unregistered warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Curis, Inc.
Curis is a biotechnology company
focused on the development of emavusertib, an orally available,
small molecule IRAK4 inhibitor. Emavusertib is currently undergoing
testing in the Phase 1/2 TakeAim Lymphoma study
(CA-4948-101) in patients with relapsed/refractory primary
central nervous system lymphoma (PCNSL) in combination with the BTK
inhibitor ibrutinib, as a monotherapy in the Phase 1/2 TakeAim
Leukemia study (CA-4948-102) in patients with relapsed/refractory
acute myeloid leukemia (AML) and relapsed/refractory high risk
myelodysplastic syndrome (hrMDS) with either a FLT3 mutation or a
splicing factor mutation (U2AF1 or SF3B2), and as a frontline
combination therapy with azacitidine and venetoclax in patents with
AML (CA-4948-104). Emavusertib has received Orphan Drug Designation
from the U.S. Food and Drug Administration for the treatment of AML
and MDS and from the European Commission for the treatment of
PCNSL. Curis, through its 2015 collaboration with Aurigene, has the
exclusive license to emavusertib (CA-4948). Curis licensed its
rights to Erivedge® to Genentech, a member of the Roche Group,
under which they are commercializing Erivedge® for the treatment of
advanced basal cell carcinoma.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995, including, without limitation, any statements with respect to
Curis's registered direct offering and concurrent private
placement, anticipated use of proceeds, prospects for Curis and the
expected closing of the registered direct offering and the
concurrent private placement. Forward-looking statements may
contain the words "believes," "expects," "anticipates," "plans,"
"intends," "seeks," "estimates," "assumes," "predicts," "projects,"
"targets," "will," "may," "would," "could," "should," "continue,"
"potential," "focus," "strategy," "mission" or similar expressions.
Actual results may differ materially from those indicated by such
forward-looking statements. Factors that may cause such a
difference include, without limitation, risks and uncertainties
related to market and other conditions, the satisfaction of
customary closing conditions related to the registered direct
offering and the concurrent private placement and the impact of
general economic, industry or political conditions in the United States or internationally. There
can be no assurance that Curis will be able to complete the
registered direct offering and the concurrent private placement on
the anticipated terms, or at all. You should not place undue
reliance on these forward-looking statements. Additional risks and
uncertainties relating to the registered direct offering, Curis and
its business can be found under the caption "Risk Factors" included
in Curis's Annual Report on Form 10-K for the year ended
December 31, 2023, Curis's prospectus
supplement to be filed with the SEC, and in other filings that
Curis periodically makes with the SEC. In addition, any
forward-looking statements included in this press release represent
the view of Curis only as of today and should not be relied upon as
representing Curis's views as of any subsequent date. Curis
disclaims any intention or obligation to update any of the
forward-looking statements after the date of this press release
whether as a result of new information, future events or otherwise,
except as may be required by law.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/curis-announces-12-1-million-registered-direct-and-concurrent-private-placement-302289875.html
SOURCE Curis, Inc.