cris-20240630

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 June 30, 2024


☐			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 July 25, 2024, there were 5,978,945 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 June 30 , 2024 and December 31, 2023	6

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30 , 2024 and 2023	7

	Condensed Consolidated Statements of Stockholders' Equity (Deficit) for the Three and Six Months Ended June 30 , 2024 and 2023	8

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2024 and 2023	10

	Notes to Condensed Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

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	29

Item 6.	Exhibits	30

Signatures		31


	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	9,996	$	26,681

Short-term investments	18,364		29,653
Accounts receivable	2,546		2,794
Prepaid expenses and other current assets	3,618		1,780
Total current assets	34,524		60,908

Property and equipment, net	308		434
Restricted cash, long-term	544		544
Operating lease right-of-use asset	3,752		3,056
Other assets	2,303		3,358
Goodwill	8,982		8,982

Total assets	$	50,413	$	77,282
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	2,449	$	3,172
Accrued liabilities	6,741		9,040
Current portion of operating lease liability	1,249		1,305
Current portion of liability related to sale of future royalties	8,927		8,504
Total current liabilities	19,366		22,021
Long-term operating lease liability	2,309		1,489
Liability related to sale of future royalties, net	29,432		34,102

Total liabilities	51,107		57,612
Stockholders’ equity (deficit):
Preferred stock, $0.01 par value—5,000,000 shares authorized, no shares issued and outstanding at June 30, 2024 and December 31, 2023	—		—
Common stock, $0.01 par value—34,171,875 shares authorized, 5,904,278 shares issued and outstanding at June 30, 2024; 22,781,250 shares authorized, 5,894,085 shares issued and outstanding at December 31, 2023	59		59
Additional paid-in capital	1,219,294		1,215,792
Accumulated deficit	(1,220,089)		(1,196,410)
Accumulated other comprehensive income	42		229
Total stockholders’ equity (deficit)	(694)		19,670
Total liabilities and stockholders’ equity (deficit)	$	50,413	$	77,282


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023




Revenues, net	$	2,546	$	2,197	$	4,632	$	4,494
Operating expenses:
Cost of royalties	12		74		59		98
Research and development	10,254		10,012		19,871		19,152
General and administrative	4,792		4,249		9,683		9,009
Total operating expenses	15,058		14,335		29,613		28,259
Loss from operations	(12,512)		(12,138)		(24,981)		(23,765)
Other income:

Interest income	701		815		1,216		1,467
Income (expense) related to the sale of future royalties	8		(638)		86		(1,222)


Total other income	709		177		1,302		245
Net loss	$	(11,803)	$	(11,961)	$	(23,679)	$	(23,520)
Net loss per common share (basic and diluted)	$	(2.03)	$	(2.47)	$	(4.08)	$	(4.87)
Weighted average common shares (basic and diluted)	5,818,416		4,834,381		5,801,000		4,832,582

Net loss	$	(11,803)	$	(11,961)	$	(23,679)	$	(23,520)
Other comprehensive income:
Unrealized gain (loss) on marketable securities	(296)		(7)		(187)		188
Comprehensive loss	$	(12,099)	$	(11,968)	$	(23,866)	$	(23,332)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity (Deficit)
	Shares	Amount
December 31, 2023	5,894,085	$	59	$	1,215,792	$	(1,196,410)	$	229	$	19,670
Stock-based compensation	—	—		1,559		—		—		1,559


Unrealized gain on marketable securities	—	—		—		—		109		109
Net loss	—	—		—		(11,876)		—		(11,876)
March 31, 2024	5,894,085	$	59	$	1,217,351	$	(1,208,286)	$	338	$	9,462
Stock-based compensation	—	—		1,704		—		—		1,704
Issuance of common stock under employee benefit plans, net of shares received to settle minimum tax obligation for vesting of restricted stock awards	(9,483)	—		78		—		—		78
Issuance of shares in connection with 2024 Sales Agreement, net of fees of $0.1 million for issuance of shares	19,676	—		161		—		—		161
Unrealized gain on marketable securities	—	—		—		—		(296)		(296)
Net loss	—	—		—		(11,803)		—		(11,803)
June 30, 2024	5,904,278	$	59	$	1,219,294	$	(1,220,089)	$	42	$	(694)


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 June 30, 2024:
Cash equivalents:
Money market funds	$	3,927	$	—	$	—	$	3,927

Short-term investments:

U.S. treasury securities and government agency obligations	—		18,364		—		18,364


Total	$	3,927	$	18,364	$	—	$	22,291


(in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Short-term investments:

U.S. treasury securities and government agency obligations	18,322		45		(3)		18,364

Total investments	$	18,322	$	45	$	(3)	$	18,364


(in thousands)
Carrying value of liability related to the sale of future royalties at January 1, 2024	$	42,606

Other	(86)
Less: payments to the Purchasers	(4,161)
Carrying value of liability related to the sale of future royalties at June 30, 2024	$	38,359


	As Previously reported	Adjustment	As Revised
March 31, 2024
Current portion of liability related to sale of future royalties	—	8,793	8,793
Liability related to sale of future royalties, net	40,122	(8,793)	31,329
December 31, 2023
Current portion of liability related to sale of future royalties	—	8,504	8,504
Liability related to sale of future royalties, net	42,606	(8,504)	34,102
December 31, 2022
Current portion of liability related to sale of future royalties	—	6,257	6,257
Liability related to sale of future royalties, net	49,483	(6,257)	43,226


	Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding, December 31, 2023	840,880	$	47.58	7.16
Granted	493,270	11.65
Exercised	—	—
Canceled/Forfeited	(107,436)	46.58
Outstanding, June 30, 2024	1,226,714	$	35.23	7.34	$	5
Exercisable at June 30, 2024	578,562	$	57.40	5.29	$	—
Vested and unvested expected to vest at June 30, 2024	1,226,714	$	35.23	7.34	$	5


	Six Months Ended June 30,
	2024	2023
Expected term (years)	6	5.5


Risk free interest rate	3.9% - 4.3%	3.5% - 3.6%
Expected volatility	114% - 116%	115% - 116%
Expected dividends	None	None


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2023	110,500	$	18.20
Awarded	—	—
Vested	65,988	18.20
Forfeited	4,375	18.20
Unvested, June 30, 2024	40,137	$	18.20


	For the Three Months Ended June 30,				Percentage Increase (Decrease)		For the Six Months Ended June 30,				Percentage Increase (Decrease)
	2024		2023				2024		2023
	(in thousands)						(in thousands)
Revenues, net:	$	2,546	$	2,197	16	%	$	4,632	$	4,494	3	%
Costs and expenses:
Cost of royalties	12		74		(84)	%	59		98		(40)	%
Research and development	10,254		10,012		2	%	19,871		19,152		4	%
General and administrative	4,792		4,249		13	%	9,683		9,009		7	%
Other income	709		177		301	%	1,302		245		431	%
Net loss	$	(11,803)	$	(11,961)	(1)	%	$	(23,679)	$	(23,520)	1	%

SEC Form 10-Q filed by Curis Inc.