cris-20230331

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 March 31, 2023


☐			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 April 27, 2023, there were 96,617,898 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	7

	Condensed Consolidated Balance Sheets as of March 31 , 202 3 and December 31, 202 2	7

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31 , 202 3 and 20 2 2	8

	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 3 1 , 202 3 and 20 2 2	9

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 3 and 2 0 2 2	10

	Notes to Condensed Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

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 6.	Exhibits	30

Signatures		31


	March 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	31,696	$	19,658

Short-term investments	40,063		65,965
Accounts receivable	2,314		2,975
Prepaid expenses and other current assets	3,937		3,521
Total current assets	78,010		92,119

Property and equipment, net	625		689
Restricted cash, long-term	635		635
Operating lease right-of-use asset	4,076		4,401
Other assets	2,216		2,022
Goodwill	8,982		8,982

Total assets	$	94,544	$	108,848
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,642	$	3,193
Accrued liabilities	4,246		5,679
Current portion of operating lease liability	1,181		1,141

Total current liabilities	8,069		10,013
Long-term operating lease liability	2,492		2,800
Liability related to the sale of future royalties, net	47,393		49,483

Total liabilities	57,954		62,296
Stockholders’ equity:
Common stock, $0.01 par value—227,812,500 shares authorized; 96,617,898 shares issued and outstanding at March 31, 2023; 227,812,500 shares authorized; 96,607,586 shares issued and outstanding at December 31, 2022	966		966
Additional paid-in capital	1,196,171		1,194,769
Accumulated deficit	(1,160,556)		(1,148,997)
Accumulated other comprehensive loss	9		(186)
Total stockholders’ equity	36,590		46,552
Total liabilities and stockholders’ equity	$	94,544	$	108,848


	Three Months Ended March 31,
	2023		2022




Revenues, net	$	2,297	$	2,057
Costs and expenses:
Cost of royalties	24		82
Research and development	9,140		11,435
General and administrative	4,760		5,673
Total operating expenses	13,924		17,190
Loss from operations	(11,627)		(15,133)
Other income (expense):

Interest income	652		80
Expense related to the sale of future royalties	(584)		(1,056)


Total other income (expense)	68		(976)
Net loss	$	(11,559)	$	(16,109)
Net loss per common share (basic and diluted)	$	(0.12)	$	(0.18)
Weighted average common shares (basic and diluted)	96,613,544		91,645,369

Net loss	$	(11,559)	$	(16,109)
Other comprehensive income:
Unrealized gain (loss) on marketable securities	195		(342)
Comprehensive loss	$	(11,364)	$	(16,451)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Equity
	Shares	Amount
December 31, 2022	96,607,586	$	966	$	1,194,769	$	(1,148,997)	$	(186)	$	46,552
Stock-based compensation	—	—		1,395		—		—		1,395

Issuance of common stock under employee benefit plans	10,312	—		7		—		—		7
Unrealized gain on marketable securities	—	—		—		—		195		195
Net loss	—	—		—		(11,559)		—		(11,559)
March 31, 2023	96,617,898	$	966	$	1,196,171	$	(1,160,556)	$	9	$	36,590


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 March 31, 2023:
Cash equivalents:
Money market funds	$	27,864	$	—	$	—	$	27,864
U.S. treasury securities and government agency obligations	—		1,998		—		1,998
Short-term investments:
Corporate debt securities and commercial paper	—		28,726		—		28,726
U.S. treasury securities and government agency obligations	—		11,337		—		11,337


Total	$	27,864	$	42,061	$	—	$	69,925


(in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Short-term investments:
Corporate debt securities and commercial paper	$	28,729	$	—	$	(3)	$	28,726
U.S. treasury securities and government agency obligations	11,325		13		(1)		11,337

Total investments	$	40,054	$	13	$	(4)	$	40,063


(in thousands)
Carrying value of liability related to the sale of future royalties at January 1, 2023	$	49,483
Other	15
Imputed interest expense	569
Less: payments to the Purchasers	(2,674)
Carrying value of liability related to the sale of future royalties at March 31, 2023	$	47,393


	Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding, December 31, 2022	13,673,256	$	3.24	6.51
Granted	4,964,050	0.70
Exercised	(10,312)	0.67
Canceled/Forfeited	(1,125,903)	3.91
Outstanding, March 31, 2023	17,501,091	$	2.48	7.68	$	—
Exercisable at March 31, 2023	8,404,265	$	3.19	5.96	$	—
Vested and unvested expected to vest at March 31, 2023	17,501,091	$	2.48	7.68	$	—


	Three Months Ended March 31,
	2023	2022
Expected term (years)	5.5	5.5


Risk free interest rate	3.6%	1.4-1.7%
Expected volatility	115% - 116%	110% - 111%
Expected dividends	None	None

SEC Form 10-Q filed by Curis Inc.