03/18/2026 | Press release | Distributed by Public on 03/18/2026 14:21
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | (1) | 03/17/2026 | A | 20 | (1) | (1) | Common Stock | 26,667 | (2) | 20 | D | ||||
| Series A Warrant (right to buy) | $0.75 | 03/17/2026 | A | 26,667 | (3) | 01/08/2031 | Common Stock | 26,667 | (2) | 26,667 | D | ||||
| Series B Warrant (right to buy) | $0.75(4) | 03/17/2026 | A | 26,667 | (4) | (4) | Common Stock | 26,667 | (2) | 26,667 | D | ||||
| Series C Warrant (right to buy) | $0.75 | 03/17/2026 | A | 26,667 | (5) | 07/08/2027 | Common Stock | 26,667 | (2) | 26,667 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Rubin Marc 128 SPRING STREET BUILDING C - SUITE 500 LEXINGTON, MA 02421 |
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| /s/ Diantha Duvall, Attorney-in-fact | 03/18/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each share of Series B Convertible Non-Redeemable Preferred Stock ("Series B Preferred Stock") automatically converts into 1,333.33 shares of Common Stock for no additional consideration at 5 p.m. Eastern Time on March 20, 2026, subject to the terms of the Certificate of Designations, Preferences and Rights of Series B Convertible Non-Redeemable Preferred Stock of Curis, Inc. (the "Certificate of Designations") and subject to the applicable Beneficial Ownership Limitations (as defined in the Certificate of Designations). |
| (2) | Each share of Series B Preferred Stock was sold together with a Series A Warrant to purchase 1,333.33 shares of Common Stock, a Series B Warrant to purchase 1,333.33 shares of Common Stock and a Series C Warrant to purchase 1,333.33 shares of Common Stock (collectively, a "Security"). The Securities were sold at a purchase price of $1,000.00 per Security to the Reporting Person. |
| (3) | Each Series A Warrant became immediately exercisable following the receipt of Requisite Stockholder Approval and the Certificate of Amendment Filing (each as defined in the Series A Warrant) on March 17, 2026. |
| (4) | The Series B Warrants became immediately exercisable following the receipt of Requisite Stockholder Approval and the Certificate of Amendment Filing (each as defined in the Series B Warrant) and will terminate upon the 30th calendar day following date on which the Company publicly announces that the fifth patient has been dosed in the Company's Phase 2 clinical trial of emavusertib in combination with an approved Bruton Tyrosine Kinase Inhibitor in chronic lymphocytic leukemia ("Initial Termination Date"). If the closing sale price of the Company's Common Stock at the Initial Termination Date is below $0.75 (the "Exercise Price"), such Exercise Price will be reset to the closing sale price of the Company's Common Stock on the Initial Termination Date (provided that the Exercise Price will not be reduced to less than 50% of the initial Exercise Price) and the Initial Termination Date will be extended an additional 30 days. |
| (5) | The Series C Warrants became immediately exercisable following the receipt of Requisite Stockholder Approval and the Certificate of Amendment Filing on March 17, 2026. |