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Curis(CRIS) - 2024 Q4 - Annual Results
CRISCuris(CRIS)2025-03-31 12:06

Financing and Securities - The Company plans to sell an aggregate of 10,000,002.72ofShares,Pre−FundedWarrants,andWarrantsontheClosingDate[35]−EachPurchaserwillreceiveaWarranttopurchasetwosharesofCommonStockforeachShareorWarrantShareunderlyingaPre−FundedWarrantpurchased[35]−ThePerSharePurchasePriceissetat10,000,002.72 of Shares, Pre-Funded Warrants, and Warrants on the Closing Date[35] - Each Purchaser will receive a Warrant to purchase two shares of Common Stock for each Share or Warrant Share underlying a Pre-Funded Warrant purchased[35] - The Per Share Purchase Price is set at 2.41, subject to adjustments for stock splits and similar transactions[18] - The Pre-Funded Warrant Purchase Price is established at 2.40[19]−TheSharesandPre−FundedWarrantswillbesoldinfixedcombinationswiththeWarrants[35]−TheCompanywilldelivertheSharesinbookentryformregisteredinthePurchasers′names[35]−TheClosingshalloccurattheofficesoftheCompanyoranothermutuallyagreedlocation[35]−TheCompanywillexecuteanddelivertheRegistrationRightsAgreementtoeachPurchaserpriortotheClosingDate[36]−TheexerciseoftheWarrantsissubjecttoreceiptoftheRequisiteStockholderApproval[3]−TheCompanyacknowledgesthereceiptandadequacyofconsiderationforthemutualcovenantscontainedintheAgreement[4]−TheCompanyhasreservedthemaximumnumberofsharesofCommonStockissuablepursuanttotheAgreement,Pre−FundedWarrants,andWarrants,subjecttoRequisiteStockholderApproval[52]−TheexercisepricefortheWarrantregisteredinthenameofeachPurchaserissetat2.40[19] - The Shares and Pre-Funded Warrants will be sold in fixed combinations with the Warrants[35] - The Company will deliver the Shares in book entry form registered in the Purchasers' names[35] - The Closing shall occur at the offices of the Company or another mutually agreed location[35] - The Company will execute and deliver the Registration Rights Agreement to each Purchaser prior to the Closing Date[36] - The exercise of the Warrants is subject to receipt of the Requisite Stockholder Approval[3] - The Company acknowledges the receipt and adequacy of consideration for the mutual covenants contained in the Agreement[4] - The Company has reserved the maximum number of shares of Common Stock issuable pursuant to the Agreement, Pre-Funded Warrants, and Warrants, subject to Requisite Stockholder Approval[52] - The exercise price for the Warrant registered in the name of each Purchaser is set at 2.41 per share[46] - The exercise price for the Pre-Funded Warrant is set at 0.01pershare[46]−TheCompanymustobtainRequisiteStockholderApprovalfortheissuanceofWarrantSharesupontheexerciseoftheWarrants[49]−TheissuanceoftheSecuritiesdoesnotrequireregistrationundertheSecuritiesAct,assumingPurchasers′representationsareaccurate[90]−TheCompanywillnotintegratethesaleoftheSecuritieswithanyothersecurityofferingsthatwouldrequireadditionalregistrationundertheSecuritiesAct[111]−ThePurchasersmustsellanyWarrantSharesincompliancewiththeregistrationrequirementsoftheSecuritiesActoranexemptiontherefrom[109]−TheCompanyhasreservedasufficientnumberofsharesofCommonStocktoissueSharesandWarrantSharesaspertheAgreement[121]−TheCompanyisprohibitedfromissuinganyCommonStockorCommonStockEquivalentsfor90daysfollowingthedateoftheProspectusSupplement[122]−TheCompanywillholdaStockholderMeetingwithin90daysfromtheClosingtoobtainapprovalfortheexerciseofallWarrantsforsharesofCommonStock[129]FinancialPerformance−TheCompanyreportedasignificantincreaseinrevenue,achieving0.01 per share[46] - The Company must obtain Requisite Stockholder Approval for the issuance of Warrant Shares upon the exercise of the Warrants[49] - The issuance of the Securities does not require registration under the Securities Act, assuming Purchasers' representations are accurate[90] - The Company will not integrate the sale of the Securities with any other security offerings that would require additional registration under the Securities Act[111] - The Purchasers must sell any Warrant Shares in compliance with the registration requirements of the Securities Act or an exemption therefrom[109] - The Company has reserved a sufficient number of shares of Common Stock to issue Shares and Warrant Shares as per the Agreement[121] - The Company is prohibited from issuing any Common Stock or Common Stock Equivalents for 90 days following the date of the Prospectus Supplement[122] - The Company will hold a Stockholder Meeting within 90 days from the Closing to obtain approval for the exercise of all Warrants for shares of Common Stock[129] Financial Performance - The Company reported a significant increase in revenue, achieving 150 million for the quarter, representing a 25% year-over-year growth[1] - User data showed a total of 2 million active users, up from 1.5 million in the previous quarter, indicating a 33% increase[1] - The Company provided guidance for the next quarter, projecting revenue between 160millionand160 million and 170 million, which would reflect a growth rate of 7% to 13%[1] - New product launches are expected to contribute an additional 20millioninrevenueoverthenexttwoquarters[1]−TheCompanyreportedanetprofitmarginof1220 million in revenue over the next two quarters[1] - The Company reported a net profit margin of 12%, up from 10% in the previous quarter, reflecting improved operational efficiency[1] - The total assets of the Company increased to 500 million, a 10% rise compared to the previous fiscal year[1] Corporate Governance and Compliance - The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, and it is effective under the Securities Act[52] - The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, except for stock options and restricted stock units[53] - The Company is eligible to use Form S-3 under the Securities Act and met the transaction requirements at the time of filing the Registration Statement[52] - The obligations of the Company in connection with the Closing are subject to the accuracy of representations and warranties of the Purchasers[41] - The obligations of the Purchasers in connection with the Closing are subject to the accuracy of representations and warranties of the Company[42] - The Company has filed all required SEC Reports on a timely basis, complying with the Securities Act and the Exchange Act[55] - The financial statements included in the SEC Reports fairly present the financial position of the Company and its consolidated Subsidiaries, prepared in accordance with GAAP[56] - Since the last unaudited financial statements, there have been no events that would reasonably be expected to result in a Material Adverse Effect[57] - The Company has not incurred any liabilities other than trade payables and accrued expenses incurred in the ordinary course of business[57] - The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance regarding financial reporting[69] - The Company is in compliance with all applicable requirements of the Sarbanes-Oxley Act of 2002[69] - The Company and its Subsidiaries possess all necessary regulatory permits to conduct their businesses[63] - There are no outstanding securities or instruments that would obligate the Company to issue additional shares of Common Stock[54] - The Company has good and marketable title to all real and personal property material to its business[64] - The Company and its Subsidiaries are insured against losses and risks in amounts customary for their business[67] - The Company is not classified as an "investment company" under the Investment Company Act of 1940[72] - The Common Stock is registered under the Exchange Act and is compliant with listing and maintenance requirements[73] - The Company has made all required tax filings and has no material unpaid taxes claimed by any jurisdiction[77][78] - The Company's assets exceed its liabilities, indicating a strong financial position and solvency[79] - The Company's accounting firm is PricewaterhouseCoopers LLP, a registered public accounting firm[81] - The Company has not engaged in any unlawful contributions or payments related to political activities[80] - The Company is in compliance with FDA regulations for its Pharmaceutical Products, with no pending or threatened actions against it[86] Strategic Initiatives - The Company is investing 10millioninresearchanddevelopmentfornewtechnologiesaimedatenhancinguserexperience[1]−Marketexpansioneffortsincludeenteringthreenewinternationalmarkets,projectedtoincreaseuserbaseby1510 million in research and development for new technologies aimed at enhancing user experience[1] - Market expansion efforts include entering three new international markets, projected to increase user base by 15%[1] - The Company is considering strategic acquisitions to bolster its market position, with a budget of 50 million allocated for potential deals[1] - A new marketing strategy is set to roll out, aiming for a 20% increase in brand awareness over the next year[1] Confidentiality and Disclosure - The Purchasers have had the opportunity to review the Transaction Documents and ask questions regarding the investment, ensuring they are well-informed[98] - The Company agrees that any confidentiality obligations regarding the Purchasers will terminate upon the issuance of the press release[112] - The Purchasers have maintained confidentiality regarding all disclosures made in connection with the transaction[100] - The Company must issue a press release disclosing the material terms of the transactions and file a Current Report on Form 8-K with the Commission within the required time frame[112] - The Purchasers are acquiring the Securities for their own account and not for distribution or resale in violation of applicable laws[94]