cris-20260331

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, 2026


☐			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 May 8, 2026, there were 38,978,693 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	5

	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 202 5	5

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2026 and 202 5	6

	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) for the Three Months Ended March 31, 2026 and 202 5	7

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 202 5	8

	Notes to Condensed Consolidated Financial Statements	9

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION

Item 1A.	Risk Factors	30

Item 5.	Other Information	31

Item 6.	Exhibits	32

Signatures		33


	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	15,001	$	5,061



Prepaid expenses and other current assets	1,610		1,854
Total current assets	16,611		6,915

Property and equipment, net	54		62
Restricted cash, long-term	544		544
Operating lease right-of-use asset	1,552		1,890
Other assets	1,943		1,573
Goodwill	8,982		8,982

Total assets	$	29,686	$	19,966
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,742	$	5,612
Accrued liabilities	7,003		7,274
Current portion of operating lease liability	1,229		1,190

Total current liabilities	14,974		14,076
Long-term operating lease liability	108		428
Warrant liability	1,897		—

Total liabilities	16,979		14,504
Stockholders’ equity:
Preferred stock, $0.01 par value—5,000,000 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025	—		—
Common stock, $0.01 par value—283,757,150 shares authorized, 39,978,693 shares issued and outstanding at March 31, 2026; 68,343,750 shares authorized, 12,928,853 shares issued and outstanding at December 31, 2025	400		129
Additional paid-in capital	1,283,887		1,252,714
Accumulated deficit	(1,271,580)		(1,247,381)

Total stockholders’ equity	12,707		5,462
Total liabilities and stockholders’ equity	$	29,686	$	19,966


	Three Months Ended March 31,
	2026		2025




Revenues, net	$	—	$	2,380
Operating expenses:
Cost of royalties	—		14
Research and development	6,449		8,539
General and administrative	5,070		3,984
Total operating expenses	11,519		12,537
Loss from operations	(11,519)		(10,157)
Other expense:

Interest income	77		93
Expense related to the sale of future royalties	—		(552)
Change in fair value of warrant liabilities	(12,757)		—


Total other expense	(12,680)		(459)
Net loss	$	(24,199)	$	(10,616)
Net loss per common share (basic and diluted)	$	(1.25)	$	(1.25)
Weighted average common shares (basic and diluted)	19,363,478		8,493,886

Net loss and comprehensive loss	$	(24,199)	$	(10,616)


	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
December 31, 2025	—	$	—	12,928,853	$	129	$	1,252,714	$	(1,247,381)	$	5,462
Stock-based compensation	—	—		—	—		575		—		575
Issuance of convertible preferred stock in connection with January 2026 PIPE Financing, net of issuance costs	20,195	2,261		—	—		—		—		—
Conversion of convertible preferred stock to common stock and pre-funded warrants upon shareholder approval	(20,195)	(2,261)		26,243,754	262		1,999		—		2,261

Reclassification of Series A Common Warrants liability to equity	—	—		—	—		16,705		—		16,705
Reclassification of Series C Common Warrants liability to equity	—	—		—	—		11,894		—		11,894
Issuance of common stock under employee benefit plans, net of shares received to settle minimum tax obligation for vesting of restricted stock units	—	—		42,086	1		—		—		1
Exercise of prefunded warrants	—	—		764,000	8		—		—		8
Net loss	—	—		—	—		—		(24,199)		(24,199)
March 31, 2026	—	$	—	39,978,693	$	400	$	1,283,887	$	(1,271,580)	$	12,707


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, 2026:
Assets:
Cash equivalents:
Money market funds	$	13,947	$	—	$	—	$	13,947






Total assets at fair value	$	13,947	$	—	$	—	$	13,947
Liabilities:
Warrant liability	$	—	$	—	$	1,897	$	1,897
Total liabilities at fair value	$	—	$	—	$	1,897	$	1,897


	January 2026 Series B Common Warrants as of March 31, 2026	January 2026 Series A and C Common Warrants as of March 17, 2026 (reclassification date)	January 2026 Series A, B, and C Common Warrants as of January 8, 2026 (issuance date)	July 2025 Common Warrants as of July 3, 2025 (issuance date)	March 2025 Common Warrants as of March 31, 2025 (issuance date)	October 2024 Common Warrants as of October 28, 2024 (issuance date)
Stock price	$0.45	$0.89	$0.84	$2.15	$2.41	$4.92
Exercise price	$0.57	$0.75	$0.74	$2.15	$2.41	$4.92
Expected term (years)	0.20	2.66	2.35	4.05	1.81	4.78
Risk-free interest rate	3.2%	3.7%	3.6%	3.9%	4.1%	4.1%
Expected volatility	71%	100%	94%	109%	105%	117%
Expected dividend yield	None	None	None	None	None	None


	January 2026 Series A Common Warrants		January 2026 Series B Common Warrants		January 2026 Series C Common Warrants		Total Level 3 Financial Liabilities
Balance, as of December 31, 2025	$	—	$	—	$	—	$	—
Initial fair value of warrant liabilities	8,169		3,652		5,918		17,739
Change in fair value of warrant liability	8,536		(1,755)		5,976		12,757
Reclassification of warrant liabilities to equity	(16,705)		—		(11,894)		(28,599)
Balance, as of March 31, 2026	$	—	$	1,897	$	—	$	1,897


	Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding, December 31, 2025	2,429,064	$	16.59	7.80	$	—
Granted	—	—
Exercised	—	—
Canceled/Forfeited	(101,599)	37.64
Outstanding, March 31, 2026	2,327,465	$	15.67	7.40	$	—
Exercisable at March 31, 2026	1,164,823	$	28.71	6.02	$	—
Vested and unvested expected to vest at March 31, 2026	2,327,465	$	15.67	7.40	$	—


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2025	257,400	$	3.13
Awarded	—	—
Vested	(64,350)	3.13
Forfeited	(44,700)	3.13
Unvested, March 31, 2026	148,350	$	3.13

SEC Form 10-Q filed by Curis Inc.