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Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030).

To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. We reserve the right to block IP addresses that submit excessive requests. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests.

If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website.

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cris-202511060001108205false00011082052025-11-062025-11-06

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): November 6, 2025 Curis, Inc. (Exact Name of Registrant as Specified in Charter)

Delaware000-3034704-3505116 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

128 Spring Street, Building C - Suite 500, Lexington MA 02421

(Address of Principal Executive Offices) (Zip Code)

(617) 503-6500 (Registrant's 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: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common Stock, Par Value $0.01 per shareCRISNasdaq Capital Market

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 1.02. Termination of a Material Definitive Agreement. As previously disclosed, on March 22, 2019, Curis, Inc. (the “Company”) and its wholly-owned subsidiary, Curis Royalty LLC (“Curis Royalty”), entered into a Royalty Interest Purchase Agreement (the “Oberland Purchase Agreement”) with TPC Investments I LP and TPC Investments II LP (collectively, the “Purchasers”), each of which is a limited partnership managed by Oberland Capital Management, LLC (“Oberland”), and Lind SA LLC, as collateral agent (the “Agent”). In connection with entering into the Oberland Purchase Agreement, Curis Royalty and the Agent entered into a security agreement, the Company and the Agent entered into a pledge agreement and the Company and Curis Royalty entered into a consent and payment direction letter agreement with Genentech, Inc. (“Genentech”). Pursuant to the Oberland Purchase Agreement, the Purchasers acquired the rights to a portion of certain royalty and royalty-related payments, excluding a portion of non-U.S. royalties retained by Curis Royalty (the “Purchased Receivables”), owed by Genentech on potential net sales of Erivedge® (vismodegib), a first-in-class orally administered small molecule Hedgehog signaling pathway antagonist (“Erivedge”), pursuant to the Collaborative Research, Development and License Agreement, dated as of June 11, 2003, by and between the Company and Genentech (as amended by the First Amendment to the Collaborative Research, Development and License Agreement, between the Company and Genentech effective as of December 10, 2004, the Second Amendment to the Collaborative Research, Development and License Agreement, between the Company and Genentech effective as of April 11, 2005, the Third Amendment to the Collaborative Research, Development and License Agreement, between the Company and Genentech effective as of May 8, 2006 and the Fourth Amendment to the Collaborative Research, Development and License Agreement, between the Company and Genentech effective as of January 1, 2012, the “License Agreement”). Pursuant to the License Agreement, the Company is entitled to royalty on net sales of Erivedge that ranges from 5% to 7.5%. The royalty rate applicable to Erivedge may be decreased by 2% on a country-by-country basis in certain specified circumstances. Upon closing of the Oberland Purchase Agreement, Curis Royalty received an upfront purchase price of $65.0 million from the Purchasers. Curis Royalty would also be entitled to receive milestone payments of $53.5 million if the Purchasers receive payments pursuant to the Oberland Purchase Agreement in excess of $117.0 million on or prior to December 31, 2026. On November 6, 2025, the Company sold to TPC Investments Royalty LLC, a limited liability company managed by Oberland, its interest in Curis Royalty. The sale includes the Erivedge intellectual property, other assets associated with Erivedge and th