Current Report Filing (8-k)
September 15 2017 - 3:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): September 13, 2017
Curis, Inc.
(Exact Name
of Registrant as Specified in Charter)
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Delaware
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000-30347
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04-3505116
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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4 Maguire Road, Lexington, MA 02421
(Address of Principal Executive Offices) (Zip Code)
(617) 503-6500
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On
September 13, 2017, Curis, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Robert W. Baird & Co. Incorporated (the Underwriter), to issue and sell to the
Underwriter 20,000,000 shares of the Companys common stock (the Shares) in a public offering (the Offering) pursuant to a Registration Statement on Form S-3 (333-205460) (the Registration Statement) and a
related prospectus supplement filed with the Securities and Exchange Commission (the SEC). The Company also granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 3,000,000 shares of its common stock
on the same terms and conditions as the Shares. 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
$35,365,000 million (or approximately $40,705,000 million if the Underwriter exercises in full its 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 Underwriter 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 is incorporated herein by reference.
Item 8.01. Other Events.
On
September 13, 2017, 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 September 14, 2017, 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.
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.
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Curis, Inc.
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Date: September 15, 2017
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By:
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S
/ J
AMES
E. D
ENTZER
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James E. Dentzer
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Chief Financial Officer and Chief Administrative Officer
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