UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 9, 2020, Curis, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. acting for itself and as representative of the underwriters named therein (collectively, the “Underwriters”), to issue and sell to the Underwriters 25,652,174 shares of the Company’s common stock at a public offering price of $5.75 per share less underwriting discounts and commissions (the “Shares”) in a public offering (the “Offering”) pursuant to a Registration Statement on Form S-3 (333-224627), a related registration statement on Form S-3 (File No. 333-251211) filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 9, 2020 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing, and a related prospectus supplement and accompanying prospectus filed with the SEC. The Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 3,847,826 shares of its common stock on the same terms and conditions as the Shares. The Offering is expected to close on or about December 11, 2020, subject to customary closing conditions.
The Company estimates that the net proceeds from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $138.3 million (or approximately $159.1 million if the Underwriters exercise in full their option to purchase additional shares).
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters and termination and other customary provisions.
The above description of the Underwriting Agreement is qualified in its entirety by reference thereto, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the Underwriting Agreement is incorporated herein by reference.
| Item 8.01. | Other Events. |
On December 8, 2020, the Company announced the launch of the Offering. The full text of the press release issued in connection with the announcement is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On December 9, 2020, the Company announced the pricing of the Shares sold in the Offering. The full text of the press release issued in connection with the announcement is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion with respect to the Shares sold in the Offering. A copy of such opinion, including the consent included therein, is attached to this Current Report on Form 8-K as Exhibit 5.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated December 9, 2020, by and among Curis, Inc. and Cantor Fitzgerald & Co., as representative of the underwriters named therein | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |
| 99.1 | Press release issued by Curis, Inc. on December 8, 2020 | |
| 99.2 | Press release issued by Curis, Inc. on December 9, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Curis, Inc. | ||||
| Date: December 9, 2020 | By: | /S/ JAMES E. DENTZER | ||
| James E. Dentzer President and Chief Executive Officer | ||||