10-Q

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 September 30, 2022

OR

☐ 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 Global 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 November 2, 2022, there were 96,398,360 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

CURIS, INC. AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q

Table of Contents

		Page Number
PART I.	FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	7
	Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	7
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2022 and 2021	8
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2022 and 2021	9
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	11
	Notes to Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION
Item 1A.	Risk Factors	37
Item 6.	Exhibits	39
Signatures		40

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Cautionary Note Regarding Forward-Looking Statements and Industry Data

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical fact contained in this report are statements that could be deemed forward-looking statements, including without limitation any statements with respect to the plans, strategies and objectives of management for future operations; statements concerning product research, development and commercialization plans, timelines and anticipated results; statements of expectation or belief; statements with respect to clinical trials and studies; statements with respect to royalties and milestones; statements with respect to the therapeutic potential of drug candidates; expectations of revenue, expenses, earnings or losses from operations, or other financial results; and statements of assumptions underlying any of the foregoing. Without limiting the foregoing, the words “anticipate(s)”, “believe(s)”, “focus(es)”, “could”, “estimate(s)”, “expect(s)”, “intend(s)”, “may”, “plan(s)”, “seek(s)”, “will”, “strategy”, “mission”, “potential”, “should”, “would" and other similar language, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements may include, but are not limited to, statements about:

•the initiation, timing, progress and results of future preclinical studies and clinical trials, and our research and development programs, including our lead asset emavusertib, previously CA-4948;

•our ability to successfully resolve the continuing partial clinical hold imposed by the U.S. Food and Drug Administration, or FDA, on our TakeAim Leukemia Phase 1/2 trial of emavusertib (CA-4948) with respect to the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b), and the likelihood that such partial clinical hold will be lifted;

•our estimates of the period in which we anticipate that existing cash and cash equivalents will enable us to fund our current and planned operations;

•our ability to establish and maintain collaborations or obtain additional funding;

•our plans to develop and commercialize our drug candidates;

•the timing or likelihood of regulatory filings and approvals;

•the implementation of our business model, strategic plans for our business, drug candidates and technology;

•our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•developments and projections relating to our competitors and our industry;

•our commercialization, marketing and manufacturing capabilities and strategy;

•the rate and degree of market acceptance and clinical utility of our products;

•our competitive position;

•our intellectual property position;

•the potential of CI-8993; CA-170; fimepinostat; CA-327; and other drug candidates that we in-license, or may elect to in-license, or may acquire in the future;

•our collaborators’ plans to further develop and commercialize Erivedge;

•our ability to maintain our listing on the Nasdaq Global Market; and

•impacts resulting from the continuing COVID-19 pandemic and responsive actions relating thereto.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. We therefore caution you against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in these forward-looking statements include the factors discussed below under the heading “Risk Factor Summary" and the risk factors detailed further in Item 1A, "Risk Factors" of Part I of our Annual Report on Form 10-K for the year ended December 31, 2021 and those included under Part II, Item 1A of this Quarterly Report on Form 10-Q.

This report includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties as well as our own estimates. All of the market data used in this report involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data. Industry publications and third-party research, surveys, and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our

3

estimates of the potential market opportunities for our drug candidates include several key assumptions based on our industry knowledge, industry publications, third-party research, and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions.

The forward-looking statements included in this report represent our estimates as of the filing date of this report. We specifically disclaim any obligation to update these forward-looking statements in the future. These forward-looking statements should not be relied upon as representing our estimates or views as of any date subsequent to the date of this report.

4

Risk Factor Summary

Investment in our securities involves risk. You should carefully consider the following summary of what we believe to be the principal risks facing our business, in addition to the risks described more fully in Item 1A, “Risk Factors” of Part I of our Annual Report on Form 10-K for the year ended December 31, 2021 and those included under Part II, Item 1A, "Risk Factors" of this Quarterly Report on Form 10-Q and other information included in this report. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations.

If any of the following risks occurs, our business, financial condition, and results of operations and future growth prospects could be materially and adversely affected, and the actual outcomes of matters as to which forward-looking statements are made in this report could be materially different from those anticipated in such forward-looking statements.

•We have incurred substantial losses, expect to incur substantial losses for the foreseeable future and may never generate significant revenue or achieve or maintain profitability.

•We will require substantial additional funding, and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our drug development programs or commercialization efforts.

•We depend heavily on the success of our most advanced drug candidate emavusertib (CA-4948), for which we are conducting the TakeAim Leukemia and TakeAim Lymphoma clinical trials. The monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of our TakeAim Leukemia Phase 1/2 trial continue to be subject to a partial clinical hold. If we are unable to initiate or complete the clinical development of, obtain marketing approval for or successfully commercialize our drug candidates, either alone or with a collaborator, or if we experience significant delays in doing so, our business will be materially harmed.

•The FDA placed partial clinical holds on our TakeAim Leukemia Phase 1/2 trial and our TakeAim Lymphoma Phase 1/2 trial after we reported a serious adverse event in the TakeAim Leukemia Phase 1/2 trial. The continuing partial clinical hold on the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of emavusertib (CA-4948) with azacitidine or venetoclax of the TakeAim Leukemia Phase 1/2 trial could take considerable time and expense to address and there can be no assurance that the FDA will remove the continuing partial clinical hold in a timely manner, or at all, in which case our business and prospects for development and approval of emavusertib (CA-4948) would be materially harmed.

•If clinical trials of any drug candidates that we, or any collaborators, may develop fail to satisfactorily demonstrate safety and efficacy to the FDA, and other regulators, we, or any collaborators, may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of these drug candidates.

•Adverse events or undesirable side effects caused by, or other unexpected properties of, drug candidates that we develop may be identified during development and could delay or prevent their marketing approval or limit their use.

•We rely in part on third parties to conduct clinical trials of our internally-developed and in-licensed product candidates and for the research, development and commercialization of certain programs, and those third parties may not perform satisfactorily, including by failing to meet deadlines for the completion of such trials, research or testing.

•We face substantial competition, and our competitors may discover, develop or commercialize drugs before or more successfully than we do.

•If we are unable to obtain and maintain sufficient patent protection for our technologies and drugs, or our licensors are not able to obtain and maintain sufficient patent protection for the technologies or drugs that we license from them, or if the scope of the patent protection is not sufficiently broad, our competitors could develop and commercialize drugs similar or identical to ours, and our ability to successfully commercialize our drug candidates may be adversely affected.

•If we or our collaborators are not able to obtain, or if there are delays in obtaining, required regulatory approvals, we or they will not be able to commercialize, or will be delayed in commercializing, our drug candidates, and our ability to generate revenue will be materially impaired.

•In the event of a default by us or Curis Royalty under the Oberland Purchase Agreement, we could, among other consequences, lose our retained rights to future royalty and royalty related payments on commercial sales of Erivedge, and our ability to enter into future arrangements may be inhibited, all of which could have a material adverse effect on our business, financial condition and stock price.

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•We rely on Genentech and Roche for the successful commercialization of Erivedge, and if they do not successfully commercialize Erivedge for advanced basal cell carcinoma, or BCC, our future prospects may be substantially harmed. Furthermore, the amount of royalty revenue we received from sales of Erivedge has been adversely affected by a competing drug, and may be further affected in the future.

•If we fail to meet the requirements for continued listing on the Nasdaq Global Market, our common stock could be delisted from trading, which would decrease the liquidity of our common stock and our ability to raise additional capital.

•We face risks related to the continuing COVID-19 pandemic, which has delayed and may continue to delay our ability to complete our ongoing clinical trials and the enrollment and initiation of future clinical trials, and may disrupt regulatory activities, cause substantial disruption in the financial markets and economy, or have other adverse effects on our business and operations.

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PART I—FINANCIAL INFORMATION

Item 1.    UNAUDITED FINANCIAL STATEMENTS

CURIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

	September 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	29,851	$	40,014
Short-term investments	68,838		75,870
Accounts receivable	2,886		3,224
Prepaid expenses and other current assets	4,142		3,267
Total current assets	105,717		122,375
Long-term investments	—		23,964
Property and equipment, net	780		505
Restricted cash, long-term	635		726
Operating lease right-of-use asset	4,718		5,749
Other assets	2,022		—
Goodwill	8,982		8,982
Total assets	$	122,854	$	162,301
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,756	$	6,417
Accrued liabilities	6,883		6,339
Current portion of operating lease liability	1,103		682
Total current liabilities	13,742		13,438
Long-term operating lease liability	3,098		4,358
Liability related to the sale of future royalties, net	50,269		53,798
Total liabilities	67,109		71,594
Stockholders’ equity:
Common stock, $0.01 par value—227,812,500 shares authorized; 96,398,360 shares issued and outstanding at September 30, 2022; 227,812,500 shares authorized; 91,645,369 shares issued and outstanding at December 31, 2021	964		916
Additional paid-in capital	1,192,927		1,182,225
Accumulated deficit	(1,137,667)		(1,092,325)
Accumulated other comprehensive loss	(479)		(109)
Total stockholders’ equity	55,745		90,707
Total liabilities and stockholders’ equity	$	122,854	$	162,301

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.    

7

CURIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues, net:
Royalties	$	2,843	$	3,058	$	7,377	$	7,593
Other revenue	—		—		—		1
Contra revenue, net	(18)		(19)		(102)		(80)
Total revenues, net	2,825		3,039		7,275		7,514
Costs and expenses:
Cost of royalty revenues	62		151		186		376
Research and development	10,813		8,602		34,571		24,112
General and administrative	4,556		4,334		15,318		12,524
Total costs and expenses	15,431		13,087		50,075		37,012
Loss from operations	(12,606)		(10,048)		(42,800)		(29,498)
Other expense:
Interest income	335		54		577		158
Imputed interest expense related to the sale of future royalties	(1,023)		(1,057)		(3,120)		(3,366)
Other income (expense), net	—		—		—		890
Total other expense	(688)		(1,003)		(2,543)		(2,318)
Net loss	$	(13,294)	$	(11,051)	$	(45,343)	$	(31,816)
Net loss per common share (basic and diluted)	$	(0.14)	$	(0.12)	$	(0.49)	$	(0.35)
Weighted average common shares (basic and diluted)	93,791,178		91,601,362		92,370,359		91,552,433
Net loss	$	(13,294)	$	(11,051)	$	(45,343)	$	(31,816)
Other comprehensive income:
Unrealized gain (loss) on marketable securities	76		—		(370)		—
Comprehensive loss	$	(13,218)	$	(11,051)	$	(45,713)	$	(31,816)

    

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

8

CURIS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share data)

(Unaudited)

	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Equity
	Shares	Amount
December 31, 2021	91,645,369	$	916	$	1,182,225	$	(1,092,325)	$	(109)	$	90,707
Recognition of stock-based compensation	—	—		1,718		—		—		1,718
Unrealized gain (loss) on marketable securities	—	—		—		—		(342)		(342)
Net loss	—	—		—		(16,109)		—		(16,109)
March 31, 2022	91,645,369	$	916	$	1,183,943	$	(1,108,434)	$	(451)	$	75,974
Recognition of stock-based compensation	—	—		1,966		—		—		1,966
Issuance of stock under Employee Stock Purchase Plan	169,296	2		147		—		—		149
Unrealized gain (loss) on marketable securities	—	—		—		—		(104)		(104)
Net loss	—	—		—		(15,940)		—		(15,940)
June 30, 2022	91,814,665	$	918	$	1,186,056	$	(1,124,374)	$	(555)	$	62,045
Issuance of shares in connection with 2021 Sales Agreement, net of fees of $0.7 million for issuance of shares	4,583,695	46		5,548		—		—		5,594
Recognition of stock-based compensation	—	—		1,324		—		—		1,324
Unrealized gain (loss) on marketable securities	—	—		—		—		76		76
Net loss	—	—		—		(13,294)		—		(13,294)
September 30, 2022	96,398,360	$	964	$	1,192,928	$	(1,137,668)	$	(479)	$	55,745

9

	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Equity
	Shares	Amount
December 31, 2020	91,502,461	$	915	$	1,176,647	$	(1,046,889)	$	(3)	$	130,670
Recognition of stock-based compensation	—	—		1,099		—		—		1,099
Exercise of stock options	31,811	1		78		—		—		79
Unrealized gain (loss) on marketable securities	—	—		—		—		(6)		(6)
Net loss	—	—		—		(9,927)		—		(9,927)
March 31, 2021	91,534,272	$	916	$	1,177,824	$	(1,056,816)	$	(9)	$	121,915
Recognition of stock-based compensation	—	—		1,275		—				1,275
Issuance of stock under Employee Stock Purchase Plan	20,791	—		68		—		—		68
Exercise of stock options	41,306	—		48		—		—		48
Unrealized gain (loss) on marketable securities	—	—		—		—		6		6
Net loss	—	—		—		(10,838)		—		(10,838)
June 30, 2021	91,596,369	$	916	$	1,179,215	$	(1,067,654)	$	(3)	$	112,474
Recognition of stock-based compensation	—	—		1,464		—		—		1,464
Exercise of stock options	12,796	—		22		—		—		22
Net loss	—	—		—		(11,051)		—		(11,051)
September 30, 2021	91,609,165	$	916	$	1,180,701	$	(1,078,705)	$	(3)	$	102,909

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

10

CURIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities:
Net loss	$	(45,343)	$	(31,816)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	141		120
Non-cash lease expense	840		616
Stock-based compensation expense	5,008		3,838
Non-cash imputed interest expense related to the sale of future royalties	28		9
Net amortization of premiums and discounts on marketable securities	651		1,013
Gain on forgiveness of PPP Loan	—		(890)
Changes in operating assets and liabilities:
Accounts receivable	338		84
Prepaid expenses and other current assets	(875)		(1,870)
Other assets	(2,022)		—
Accounts payable and accrued and other liabilities	(187)		1,025
Operating lease liability	(648)		(1,577)
Total adjustments	3,274		2,368
Net cash used in operating activities	(42,069)		(29,448)
Cash flows from investing activities:
Purchase of investments	(49,419)		(70,977)
Sales and maturities of investments	79,395		26,605
Purchase of property and equipment	(416)		—
Net cash provided by (used in) investing activities	29,560		(44,372)
Cash flows from financing activities:
Proceeds from issuance of common stock associated with 2021 Sales Agreement, net of issuance costs	5,663		—
Proceeds from issuance of common stock under the Company's share-based compensation plan	149		217
Payment of liability of future royalties, net of imputed interest	(3,557)		(3,077)
Net cash provided by (used in) financing activities	2,255		(2,860)
Net decrease in cash and cash equivalents and restricted cash	(10,254)		(76,680)
Cash and cash equivalents and restricted cash, beginning of period	40,740		130,426
Cash and cash equivalents and restricted cash, end of period	$	30,486	$	53,746
Supplemental cash flow data:
Issuance costs in accrued expenses and accounts payable	$	69	$	—
Cash paid for interest	$	3,093	$	3,357
Decrease in right-of-use assets and operating lease liabilities resulting from lease modification	$	(191)	$	—

    

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

11

CURIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands, except share and per share data)

1.     Nature of Business

Curis, Inc. is a biotechnology company focused on the development of first-in-class and innovative therapeutics for the treatment of cancer. Throughout these Condensed Consolidated Financial Statements, Curis, Inc. and its wholly owned subsidiaries are collectively referred to as “the Company” or “Curis.”

The Company conducts its research and development programs both internally and through strategic collaborations. The Company has prioritized its lead clinical stage drug candidate emavusertib, previously CA-4948, an orally available small molecule inhibitor of Interleukin-1 receptor associated kinase 4 (“IRAK4”).

On November 9, 2022, the Company announced that to further advance the development of emavusertib, the Company is concentrating its resources to focus on and accelerate emavusertib. Resources will be reallocated to the emavusertib programs and resources dedicated to all other pipeline programs will be reduced. Deprioritization of other programs will enable a reduction of approximately 30% of the Company’s workforce. The Company’s deprioritized programs include: CI-8993, a monoclonal antibody designed to antagonize the V-domain Ig suppressor of T cell activation (“VISTA”) signaling pathway; fimepinostat, a small molecule that potently inhibits the activity of histone deacetylase and phosphotidyl-inositol 3 kinase enzymes; and CA-170, a small molecule antagonist of VISTA and PDL1. The Company's pre-clinical development candidates include CA-327, an orally available small molecule antagonist of PDL1 and TIM3.

The Company is party to a collaboration with Genentech Inc. (“Genentech”), a member of the Roche Group, under which Genentech and F. Hoffmann-La Roche Ltd (“Roche”) are commercializing Erivedge® (vismodegib), a first-in-class orally administered small molecule Hedgehog signaling pathway antagonist. Erivedge is approved for the treatment of advanced basal cell carcinoma (“BCC”).

In January 2015, the Company entered into an exclusive collaboration agreement with Aurigene Discovery Technologies Limited (“Aurigene”) for the discovery, development and commercialization of small molecule compounds in the areas of immuno-oncology and precision oncology, which was amended in September 2016 and February 2020.

In addition, the Company is a party to an option and license agreement with ImmuNext. Pursuant to the terms of the option and license agreement, the Company has an option, exercisable for a specified period as set forth in the option and license agreement, to obtain an exclusive license to develop and commercialize certain VISTA antagonizing compounds, including ImmuNext's lead compound, CI-8993, and products containing these compounds in the field of oncology.

The COVID-19 pandemic has had and may continue to have an adverse effect on the Company’s business, financial condition, results of operations, and prospects. With respect to ongoing clinical trials, the anticipated timing of enrollment and the overall timelines of the trials have experienced delays and could be further delayed to the extent the Company experiences further delays in enrollment due to the COVID-19 pandemic. In addition, the Company and its collaborators, third-party contract manufacturers, contract research organizations and clinical sites could experience delays or disruptions in supply and release of product candidates and/or procuring items that are essential for its research and development activities, including, for example, raw materials used in the manufacturing of its product candidates, basic medical and laboratory supplies used in its clinical trials or preclinical studies, or animals that are used for preclinical testing, in each case, for which there may be shortages or supply chain disruptions as a result of the continuing pandemic. The Company cannot be certain what the overall impact of the COVID-19 pandemic will be on its business.

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The Company is subject to risks common to companies in the biotechnology industry as well as risks that are specific to the Company’s business, including, but not limited to: the Company’s ability to obtain adequate financing to fund its operations; the Company’s ability to advance and expand its research and development programs; the Company’s ability to execute on its overall business strategies; the Company’s ability to obtain and maintain necessary intellectual property protection; development by the Company’s competitors of new or better technological innovations; the Company’s ability to comply with regulatory requirements; the Company's ability to obtain and maintain applicable regulatory approvals and commercialize any approved product candidates; the impacts of the COVID-19 pandemic and responsive actions related thereto; the Company’s reliance on Roche and Genentech to successfully commercialize Erivedge in the approved indication of advanced BCC and to progress its clinical development in indications other than BCC; the ability of the Company and its wholly owned subsidiary, Curis Royalty, LLC (“Curis Royalty”) to satisfy the terms of the royalty interest purchase agreement (the “Oberland Purchase Agreement”) with TPC Investments I LP and TPC Investments II LP ("the Purchasers"), each of which is a Delaware limited partnership managed by Oberland Capital Management, LLC, and Lind SA LLC ("the Agent"), a Delaware limited liability company managed by Oberland Capital Management, LLC, as collateral agent for the Purchasers; and the Company’s ability to maintain its listing on the Nasdaq Global Stock Market.     

The Company’s future operating results will largely depend on the progress of drug candidates currently in its development pipeline and the magnitude of payments that it may receive and make under its current and potential future collaborations. The results of the Company’s operations have varied and will likely continue to vary significantly from year to year and quarter to quarter and depend on a number of factors, including, but not limited to the timing, outcome and cost of the Company’s preclinical studies and clinical trials for its drug candidates.

The Company will require substantial funds to maintain research and development programs and support operations. The Company has incurred net losses and negative cash flows from operations since its inception. As of September 30, 2022, the Company had an accumulated deficit of $1.1 billion, and for the nine months ended September 30, 2022, the Company incurred a net loss of $45.3 million and used $42.1 million of cash in operations. The Company expects to continue to generate operating losses in the foreseeable future. The Company anticipates that its $98.7 million of existing cash, cash equivalents and investments at September 30, 2022 will be sufficient to fund operations for at least 12 months from the date of filing this Quarterly Report on Form 10-Q.

The Company’s ability to raise additional funds will depend, among other factors, on financial, economic and market conditions, many of which are outside of its control and it may be unable to raise financing when needed, or on terms favorable to the Company. If necessary funds are not available, the Company will have to delay, reduce the scope of, or eliminate some of its development programs, potentially delaying the time to market for or preventing the marketing of any of its product candidates.

2.     Summary of Significant Accounting Policies

(a)Basis of Presentation and Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. These statements, however, are condensed and do not include all disclosures required by accounting principles generally accepted in the U.S. (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (“SEC”) on February 24, 2022.

In the opinion of the management of the Company, the unaudited financial statements contain all adjustments (all of which were considered normal and recurring) necessary for a fair statement of the Company’s financial position at September 30, 2022; the results of operations for the three and nine-month periods ended September 30, 2022 and 2021; stockholders' equity for the three and nine-month periods ended September 30, 2022 and 2021; and the cash flows for the nine-month periods ended September 30, 2022 and 2021. The Condensed Consolidated Balance Sheet at December 31, 2021 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

(b)Use of Estimates and Assumptions

The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosure of certain assets and liabilities at the balance sheet date. Such estimates include the performance obligations under the Company’s collaboration agreements; the collectability of receivables; the carrying value of property and equipment and goodwill; and the assumptions used in the Company’s valuation of stock-based compensation and the value of certain investments and liabilities. Actual results may differ from such estimates.

These interim results are not necessarily indicative of results to be expected for a full year or subsequent interim periods.

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The extent to which COVID-19 has had and may continue to have impacts on the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of the continuing COVID-19 pandemic, the extent to which it has impacted and may continue to impact worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business responses to the pandemic. The Company’s future assessment of the magnitude and duration of the COVID-19 pandemic, as well as other factors, could result in material impacts to the Company’s consolidated financial statements in future reporting periods.

(c) Cash Equivalents, Restricted Cash, and Investments

Cash equivalents consist of highly liquid investments purchased with original maturities of three months or less. All other liquid investments are classified as marketable securities.

The Company classified $0.6 million and $0.7 million of its cash as restricted cash as of September 30, 2022 and December 31, 2021, respectively. This amount represents the security deposit on the Company's Massachusetts headquarters.

The Company’s short-term investments are marketable debt securities with original maturities of greater than three months from the date of purchase, but less than twelve months from the balance sheet date, and long-term investments are marketable debt securities with original maturities of greater than twelve months from the balance sheet date. Marketable securities consist of commercial paper, corporate bonds and notes, and/or government obligations. All of the Company’s investments have been designated available-for-sale and are stated at fair value. Unrealized gains and temporary losses on investments are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Realized gains and losses, dividends and interest income are included in other income (expense) in the period during which the securities are sold. Any premium or discount arising at purchase is amortized and/or accreted to interest income.

Accrued interest receivable related to the Company's available-for-sale debt securities is presented within investments on the Company's consolidated balance sheets. Any write offs of accrued interest receivable are recorded by reversing interest income, recognizing credit loss expense, or a combination of both. To date, the Company has not written off any accrued interest receivables associated with its marketable securities.

(d)Leases

The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company's right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

As the Company's lease does not provide an implicit interest rate, the Company uses its incremental borrowing rate, which is based on rates that would be incurred to borrow on a collateralized basis over a term equal to the lease payments in a similar economic environment, in determining the present value of lease payments.

Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The lease payment used to determine the operating lease asset may include lease incentives, stated rent increases and was recognized as an operating lease right-of-use asset in the Condensed Consolidated Balance Sheets. The Company's lease agreements may include both lease and non-lease components, which are accounted for as a single lease component when the payments are fixed. Variable payments included in the lease agreement are expensed as incurred.

The Company's operating lease is reflected in operating lease right-of-use asset and operating lease liability in the Condensed Consolidated Balance Sheets. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

(e)Other Assets

Other assets consist of long-term prepayments and deposits.

(f)Revenue Recognition

The Company’s business strategy includes entering into collaborative license and development agreements with biotechnology and pharmaceutical companies for the development and commercialization of the Company’s drug candidates. The terms of the agreements typically include non-refundable license fees, funding of research and development, payments based upon achievement of clinical development and regulatory objectives, and royalties on product sales.

License Fees and Multiple Element Arrangements

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If a license to its intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company will recognize revenues from non-refundable, up-front fees allocated to the license at such time as the license is transferred to the licensee and the licensee is able to use, and benefit from, the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, will adjust the measure of performance and related revenue recognition.

If the Company is involved in a steering committee as part of a multiple element arrangement, the Company assesses whether its involvement constitutes a performance obligation or a right to participate. Steering committee services that are not determined to be distinct performance obligations are combined with other research services or performance obligations required under an arrangement, if any, in determining the level of effort required in an arrangement and the period over which the Company expects to complete its aggregate performance obligations.

Appropriate methods of measuring progress include output methods and input methods. In determining the appropriate method for measuring progress, the Company considers the nature of service that it promises to transfer to the customer. When the Company decides on a method of measurement, the Company will apply that single method of measuring progress for each performance obligation satisfied over time and will apply that method consistently to similar performance obligations and in similar circumstances.

If the Company cannot reasonably measure its progress toward complete satisfaction of a performance obligation because the Company lacks reliable information that would be required to apply an appropriate method of measuring progress, but it can reasonably estimate when the performance ceases or the remaining obligations become inconsequential and perfunctory, then revenue is not recognized until the Company can reasonably estimate when the performance obligation ceases or becomes inconsequential. Revenue is then recognized over the remaining estimated period of performance.

Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement.

Contingent Research Milestone Payments

Accounting Standards Codification ("ASC") 606 constrains the amount of variable consideration included in the transaction price in either all, a portion, or none of an amount of variable consideration should be included in the transaction price. The variable consideration amount should be included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The assessment of whether variable consideration should be constrained is largely a qualitative one that has two elements: the likelihood of a change in estimate, and the magnitude thereof. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized is not significant, for example.

If the consideration in a contract includes a variable amount, a company will estimate the amount of consideration in exchange for transfer of promised goods or services. The consideration also can vary if a company’s entitlement to the consideration is contingent on the occurrence or nonoccurrence of a future event. The Company considers contingent research milestone payments to fall under the scope of variable consideration, which should be estimated for revenue recognition purposes at the inception of the contract and reassessed ongoing at the end of each reporting period.

The Company assesses whether contingent research milestones should be considered variable consideration that should be constrained and thus not part of the transaction price. This includes an assessment of the probability that all or some of the milestone revenues could be reversed when the uncertainty around whether or not the achievement of each milestone is resolved, and the amount of reversal could be significant.

GAAP provides factors to consider when assessing whether variable consideration should be constrained. All of the factors should be considered, and no factor is determinative. The Company considers all relevant factors.

Reimbursement of Costs

Reimbursement of research and development costs by third-party collaborators is recognized as revenue over time provided the Company has determined that it transfers control (i.e. performs the services) of a service over time and, therefore, satisfies a performance obligation according to the provisions outlined in ASC 606-10-25-27, Revenue Recognition.

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Royalty Revenue

The Company recognizes royalty revenues related to Genentech’s and Roche’s sales of Erivedge. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The Company expects to continue recognizing royalty revenue from Genentech’s sales of Erivedge in the U.S. and in other markets where Genentech and Roche successfully obtain marketing approval, if any (see Note 9, Research and Development Collaborations). However, a substantial portion of potential Erivedge royalties will be paid to the Purchasers pursuant to the Oberland Purchase Agreement (see Note 8, Liability Related to the Sale of Future Royalties).

Contra Revenue, Net

Contra revenue, net represents shared costs, primarily related to intellectual property, with the Company's collaboration partners.

With respect to each of the foregoing areas of revenue recognition, the Company exercises significant judgment in determining whether an arrangement contains multiple elements, and, if so, how much revenue is allocable to each element. In addition, the Company exercises its judgment in determining when its significant obligations have been met under such agreements and the specific time periods over which the Company recognized revenue, such as non-refundable, up-front license fees. To the extent that actual facts and circumstances differ from the Company's initial judgments, its revenue recognition with respect to such transactions would change accordingly and any such change could affect the Company's reported financial results.

Summary

During each of the three and nine months ended September 30, 2022, 100% of the Company's total gross revenues were derived from the Company’s collaboration with Genentech. During each of the three and nine months ended September 30, 2021, 99% of the Company's total gross revenues were derived from the Company’s collaboration with Genentech.

(g)Segment Reporting

The Company operates in a single reportable segment, which is the research and development of innovative cancer therapies.

(h)New Accounting Pronouncements

The Company considers the applicability and impact of any recent Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Based on the assessment, the ASUs were determined to be either not applicable or are expected to have minimal impact on the Company's condensed consolidated financial statements.

3.     Fair Value of Financial Instruments

The Company has adopted the provisions of the FASB Codification Topic 820, Fair Value Measurements and Disclosures (“Topic 820”) for its financial assets and liabilities that are re-measured and reported at fair value each reporting period and the non-financial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. Financial assets and liabilities are categorized within the valuation hierarchy based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows:

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.

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In accordance with the fair value hierarchy, the following table shows the fair value as of September 30, 2022 and December 31, 2021 of those financial assets and liabilities that are measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine their fair value.

(in thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Fair Value
As of September 30, 2022:
Cash equivalents:
Money market funds	$	21,070	$	—	$	—	$	21,070
Short-term investments:
Corporate debt securities and commercial paper	—		43,162		—		43,162
U.S. treasury securities and government agency obligations	—		25,676		—		25,676
Total	$	21,070	$	68,838	$	—	$	89,908

    

(in thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Fair Value
As of December 31, 2021:
Cash equivalents:
Money market funds	$	33,944	$	—	$	—	$	33,944
Short-term investments:
Corporate debt securities and commercial paper	—		75,870		—		75,870
Long-term investments:
Corporate debt securities and commercial paper	—		15,964		—		15,964
U.S. treasury securities and government agency obligations	—		8,000		—		8,000
Total	$	33,944	$	99,834	$	—	$	133,778

4.     Investments

The amortized cost, including interest receivable, unrealized gains and losses and fair value of investments available-for-sale as of September 30, 2022 are as follows:

(in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Short-term investments:
Corporate debt securities and commercial paper	$	43,318	$	—	$	(156)	$	43,162
U.S. treasury securities and government agency obligations	25,999		—		(323)		25,676
Total investments	$	69,317	$	—	$	(479)	$	68,838

Short-term investments have maturities ranging from one to twelve months with a weighted-average maturity of 0.4 years at September 30, 2022.

The amortized cost, including interest receivable, unrealized gains and losses and fair value of investments available-for-sale as of December 31, 2021 are as follows:

(in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Short-term investments:
Corporate debt securities and commercial paper	$	75,896	$	—	$	(26)	$	75,870
Long-term investments:
US government obligations	16,024		—		(60)		15,964
Corporate debt securities and commercial paper	8,023		—		(23)		8,000
Total investments	$	99,943	$	—	$	(109)	$	99,834

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Short-term investments have maturities ranging from one to twelve months with a weighted-average maturity of 0.4 years at December 31, 2021. The weighted average maturity of long-term investments was 1.2 years at December 31, 2021.

No credit losses on available-for-sale securities were recognized during the three and nine months ended September 30, 2022 or September 30, 2021. In its evaluation to determine expected credit losses, management considered all available historical and current information, expectations of future economic conditions, the type of security, the credit rating of the security, and the size of the loss position, as well as other relevant information. The Company does not intend to sell, and is unlikely to be required to sell, any of these available-for-sale investments before their effective maturity or market price recovery.

The aggregate fair value of available-for-sale investments in a continuous unrealized loss position for 12 months or longer as of September 30, 2022 was $18.5 million. As of December 31, 2021, the Company held no investments that have been in a continuous unrealized loss position for 12 months or longer.

5.     Accrued Liabilities

Accrued liabilities consisted of the following:

(in thousands)	September 30, 2022		December 31, 2021
Compensation and related costs	$	4,000	$	3,260
R&D related costs	1,997		644
Professional and legal fees	795		2,232
Other	91		203
Total	$	6,883	$	6,339

6.     Debt

In April 2020, the Company entered into a promissory note evidencing an unsecured $0.9 million loan (the “PPP Loan”) under the Paycheck Protection Program (“PPP”), of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) as administered by the U.S. Small Business Administration (the "SBA"). The PPP Loan was made by Silicon Valley Bank and had a term of 24-months and an interest rate of 1%. Under the terms of the CARES Act and the Paycheck Protection Program Flexibility Act of 2020, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. The Company applied for such forgiveness in 2020 and received notification in June 2021 that the SBA had forgiven the PPP Loan in full, including interest accrued on the PPP Loan. The Company recorded a gain of $0.9 million to Other income (expense), net for extinguishment of the debt during the nine months ended September 30, 2021.

7.     Lease

The Company has a single lease for real estate, including laboratory and office space, and certain equipment. The lease at 128 Spring Street in Lexington, Massachusetts commenced on May 1, 2020 which is the date when the property became available for use to the Company.

In January 2022, the Company amended its lease agreement at 128 Spring Street ("Lease Amendment"). The Lease Amendment added approximately 9,340 square feet to the existing space for $30 per square foot, or $0.3 million per year in base rent subject to annual rent increases. Rent for the additional space is paid on a “gross amount” basis and the Company is not obligated to reimburse the landlord for taxes or operating expenses on the additional space. Payments under the Lease Amendment commenced when the Company took possession of the space during the second quarter of 2022. The Lease Amendment expires December 31, 2025. In addition, the Lease Amendment provides the Company and the landlord each with an option to terminate the lease agreement early as the original lease term expires on April 30, 2027. The Company's early termination option becomes effective on the lease commencement date of a new lease for larger premises within the landlord’s commercial real estate portfolio (“New Lease”), and the Company may exercise its early termination option by providing the landlord with written notice of such election to terminate the lease agreement concurrently with the execution of the New Lease. The landlord has the option to terminate the lease agreement early by providing written notice to the Company eighteen months prior to December 31, 2025. The Company expects the lease to end as of December 31, 2025.

The Lease Amendment constitutes a modification as it reduces the original lease term and increases the scope of the lease (additional space provided under the Lease Amendment), which requires evaluation of the remeasurement of the lease liability and corresponding right-of-use asset. The additional space did not result in a separate contract as the rent increase was determined not to be commensurate with the standalone price for the additional right of use. Accordingly, the Company reassessed the classification of the lease, and concluded it continues to be an operating lease, and remeasured the lease liability

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on the basis of the reduced lease term as of the effective date of the modification. The discount rate associated with the Company’s right-of-use asset is 9.95%.

The shortened lease term and resulting remeasurement for the modification resulted in a decrease to the lease liability and the right-of-use asset. The additional space provided under the Lease Amendment and resulting remeasurement for the modification resulted in an increase to the lease liability and the right-of-use asset. During the nine months ended September 30, 2022, the Company recognized a net decrease of $0.2 million to the lease liability and right-of-use asset as a result of the modification.

As of September 30, 2022, the Company had an operating lease liability of $4.2 million and related right-of-use asset of $4.7 million related to its operating lease. As of December 31, 2021, the Company had an operating lease liability of $5.0 million and related right-of-use asset of $5.7 million related to its operating lease.

The Company recorded lease cost of $0.4 million and $0.3 million for the three months ended September 30, 2022 and September 30, 2021, respectively. The Company recorded lease cost of $1.2 million and $1.0 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.

The total cash obligation over the approximately six-year term of this lease is $8.8 million. The Company paid $0.4 million and $1.0 million during the three and nine months ended September 30, 2022, respectively. The Company paid $0.3 and $2.0 million during the three and nine months ended September 30, 2021, respectively. The payments during the nine months ended September 30, 2021 included a payment of $1.1 million for tenant improvements.

8.     Liability Related to the Sale of Future Royalties

In March 2019, the Company and Curis Royalty entered into the royalty interest purchase agreement (“Oberland Purchase Agreement”) with entities managed by Oberland Capital Management, LLC (the “Purchasers”). The Company sold to the Purchasers a portion of its rights to receive royalties from Genentech on potential net sales of Erivedge.

As upfront consideration for the purchase of the royalty rights, at closing the Purchasers paid to Curis Royalty $65.0 million less certain transaction expenses. Curis Royalty will also be entitled to receive up to $53.5 million in milestone payments based on sales of Erivedge if the Purchasers receive payments pursuant to the Oberland Purchase Agreement in excess of $117.0 million on or prior to December 31, 2026.

The Oberland Purchase Agreement provides that after the occurrence of an event of default as defined under the security agreement by Curis Royalty, the Purchasers shall have the option, for a period of 180 days, to require Curis Royalty to repurchase a portion of certain royalty and royalty related payments, excluding a portion of non U.S. royalties retained by Curis Royalty (the “Purchased Receivables”), at a price (the “Put/Call Price”), equal to a percentage, beginning at a low triple digit percentage and increasing over time up to a low mid triple digit percentage of the sum of the upfront purchase price and any portion of the milestone payments paid in a lump sum by the Purchasers, if any, minus certain payments previously received by the Purchasers with respect to the Purchased Receivables. The Company concluded the put option is an embedded derivative that requires bifurcation from the deferred royalty obligation and the value of the option is de minimis. Additionally, Curis Royalty shall have the option at any time to repurchase the Purchased Receivables at the Put/Call Price as of the date of such repurchase. No events of default had occurred as of September 30, 2022.

As a result of the obligation to pay future royalties to Oberland, the Company recorded the proceeds from this transaction as a liability on its Consolidated Balance Sheet that will be accounted for using the interest method over the estimated life of the Oberland Purchase Agreement. As a result, the Company imputes interest on the transaction and records imputed interest expense at the estimated interest rate. The Company's estimate of the interest rate under the agreement is based on the amount of royalty payments expected to be received by Oberland over the life of the arrangement. The projected amount of royalty payments expected to be paid to Oberland involves the use of significant estimates and assumptions with respect to the revenue growth rate in the Company's projections of sales of Erivedge. The Company periodically assesses the expected royalty payments to Curis Royalty from Genentech using a combination of historical results and forecasts from market data sources. To the extent such payments are greater or less than its initial estimates or the timing of such payments is materially different than its original estimates, the Company will adjust the amortization of the liability.

The Company determined the fair value of the liability related to the sale of future royalties at the time of the Oberland Purchase Agreement to be $65.0 million, with a current effective annual imputed interest rate of 7.8%. The Company incurred $0.6 million of transaction costs in connection with the agreement. These transaction costs are amortized to imputed interest expense over the estimated term of the Oberland Purchase Agreement. The carrying value of the liability related to the sale of future royalties approximates fair value as of September 30, 2022 and is based on our current estimates of future royalties expected to be paid the Purchasers over the life of the arrangement, which are considered Level 3 inputs.

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The following table shows the activity with respect to the liability related to the sale of future royalties during the nine months ended September 30, 2022.

(in thousands)
Carrying value of liability related to the sale of future royalties at January 1, 2022	$	53,798
Amortization of capitalized issuance costs	46
Imputed interest expense	3,074
Less: payments to Oberland Capital, LLC	(6,649)
Carrying value of liability related to the sale of future royalties at September 30, 2022	$	50,269

9.     Research and Development Collaborations

(a)Genentech

In June 2003, the Company licensed its proprietary Hedgehog pathway antagonist technologies to Genentech for human therapeutic use. The primary focus of the collaborative research plan has been to develop molecules that inhibit the Hedgehog pathway for the treatment of various cancers. The collaboration is currently focused on the development of Erivedge, which is being commercialized by Genentech in the U.S. and by Genentech’s parent company, Roche, in several other countries for the treatment of advanced BCC. Pursuant to the agreement, the Company is eligible to receive up to an aggregate of $115.0 million in contingent cash milestone payments, exclusive of royalty payments, in connection with the development of Erivedge or another small molecule Hedgehog pathway inhibitor, assuming the successful achievement by Genentech and Roche of specified clinical development and regulatory objectives. Of this amount, the Company has received $59.0 million in cash milestone payments as of September 30, 2022.

In addition to these payments and pursuant to the collaboration agreement, the Company is entitled to a 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.

The Company recognized $2.8 million and $3.1 million in royalty revenue under the Genentech collaboration during the three months ended September 30, 2022 and 2021, respectively. The Company recognized $7.4 million and $7.6 million in royalty revenue under the Genentech collaboration during the nine months ended September 30, 2022 and 2021, respectively. The Company also recorded cost of royalty revenues within the costs and expenses section of its Condensed Consolidated Statements of Operations and Comprehensive Loss of $0.1 million during the three months ended September 30, 2022 and $0.2 million during the three months ended September 30, 2021. The Company recorded $0.2 million of costs of royalty revenues during the nine months ended September 30, 2022 and $0.4 million during the nine months ended September 30, 2021. Cost of royalty revenues is comprised of amounts due to third-party university patent licensors in connection with Genentech and Roche's Erivedge net sales.

The Company recorded receivables from Genentech under this collaboration for Erivedge royalties earned during the period. The receivable recorded in the Company's current assets section of its Condensed Consolidated Balance Sheets amounted to $2.9 million as of September 30, 2022 and $3.2 million as of December 31, 2021.

As previously discussed in Note 8, Liability Related to the Sale of Future Royalties, a substantial portion of royalty revenues received from Genentech on net sales of Erivedge will be paid to the Purchasers pursuant to the Oberland Purchase Agreement.

(b)Aurigene

In January 2015, the Company entered into an exclusive collaboration agreement with Aurigene for the discovery, development and commercialization of small molecule compounds in the areas of immuno-oncology and selected precision oncology targets, which was first amended in September 2016. Under the collaboration agreement, Aurigene granted the Company an option to obtain exclusive, royalty-bearing licenses to relevant Aurigene technology to develop, manufacture and commercialize products containing certain of such compounds anywhere in the world, except for India and Russia, which are territories retained by Aurigene. In February 2020, the collaboration agreement was further amended whereby Aurigene received rights to develop and commercialize CA-170 in Asia in addition to its existing rights in India and Russia, and the Company became entitled to receive royalty payments on potential future sales of CA-170 in Asia at percentage rates ranging from the high single digits up to 10% subject to specified reductions.

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As of September 30, 2022, the Company has exercised its option to license the following four programs under the collaboration:

1.IRAK4 Program - a precision oncology program of small molecule inhibitors of IRAK4. The development candidate is emavusertib (CA-4948), an orally available small molecule inhibitor of IRAK4.

2.PD1/VISTA Program - an immuno-oncology program of small molecule antagonists of PD1 and VISTA immune checkpoint pathways. The development candidate is CA-170, an orally available small molecule antagonist of VISTA and PDL1.

3.PD1/TIM3 Program - an immuno-oncology program of small molecule antagonists of PD1 and TIM3 immune checkpoint pathways. The development candidate is CA-327, an orally available small molecule antagonist of PDL1 and TIM3.

4.In March 2018, the Company exercised its option to license a fourth program, which is an immuno-oncology program.

For each of the licensed programs (as described above) the Company is obligated to use commercially reasonable efforts to develop, obtain regulatory approval for, and commercialize at least one product in each of the U.S., specified countries in the European Union and Japan, and Aurigene is obligated to use commercially reasonable efforts to perform its obligations under the development plan for such licensed program in an expeditious manner.

For each of the IRAK4, PD1/VISTA, and PD1/TIM3 programs, and the fourth immuno-oncology program: the Company has remaining unpaid or unwaived payment obligations of $42.5 million per program, related to regulatory approval and commercial sales milestones, plus specified additional payments for approvals for additional indications, if any. The Company has not recorded a liability for the aforementioned payments given the achievement of specified regulatory approval and commercial sales milestones is not probable as of the balance sheet date. The Company is further obligated to pay Aurigene tiered royalties on the Company's and its affiliates' annual net sales of products at percentage rates ranging from the high single digits up to 10%, subject to specified reductions. In addition, the Company agreed to make certain payments to Aurigene upon its entry into sublicense agreements on any program(s).

In addition to the collaboration agreement, the Company has entered into a master development and manufacturing agreement with Aurigene for the supply of drug substance and drug product. Under this agreement, the Company incurred less than $0.1 million in research and development expense during the three and nine months ended September 30, 2022. The Company incurred $0.5 million in research and development expense during the three months ended September 30, 2021 and $1.2 million during the nine months ended September 30, 2021 associated with this agreement. The Company recorded no prepaid expenses and less than $0.1 million in accrued expenses associated with this agreement as of September 30, 2022. The Company recorded no prepaid expenses and no accrued expenses associated with this agreement as of December 31, 2021.

(c)ImmuNext

In January 2020, the Company entered into an option and license agreement with ImmuNext (the “ImmuNext Agreement”). Under the terms of the ImmuNext Agreement, the Company agreed to engage in a collaborative effort with ImmuNext, and to conduct a Phase 1 clinical trial of CI-8993. In exchange, ImmuNext granted the Company an exclusive option, exercisable until the earlier of January 2024 or (b) 90 days after database lock for the first Phase 1 trial in which the endpoints are satisfied (the “Option Period”), to obtain an exclusive, worldwide license to develop and commercialize certain VISTA antagonizing compounds and products containing these compounds in the field of oncology.

During the Option Period, the Company is obligated to pay a semi-annual fee of $0.4 million to ImmuNext and will conduct the Phase 1 trial, and ImmuNext will conduct certain agreed upon non-clinical research activities to support the Phase 1 trial. Additionally, the Company will assign to ImmuNext all right, title and interest in and to, inventions made by the Company alone or jointly with ImmuNext in conducting clinical and non-clinical activities under the ImmuNext Agreement and any patent rights covering those inventions. If the option is exercised, ImmuNext will assign to the Company (i) all such inventions that were made solely by the Company and any patent rights covering those inventions that were assigned by the Company to ImmuNext during the Option Period and (ii) a joint ownership interest in all such inventions that were made jointly by the Company and ImmuNext and patent rights covering those inventions that were assigned by the Company to ImmuNext during the Option Period, except for any of those inventions that relates to certain compounds to which ImmuNext has retained exclusive rights. In addition, the Company has agreed to reimburse ImmuNext for certain documented external costs and expenses incurred by ImmuNext in carrying out non-clinical research activities approved by the joint steering committee, up to $0.3 million per calendar year, unless otherwise agreed to by both parties in writing.

If the Company elects to exercise the option, the Company has agreed to pay to ImmuNext an option exercise fee of $20.0 million. ImmuNext will be eligible to receive up to $4.6 million in potential development milestones, up to $84.3 million in potential regulatory approval milestones, and up to $125.0 million in potential sales milestone payments from the Company. ImmuNext is also eligible to receive tiered royalties on annual net sales on a product-by-product and country-by-country basis,

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at percentage rates ranging from high single digits to low double digits, subject to specified adjustments. In addition, the Company has agreed to pay ImmuNext a low double-digit percentage of sublicense revenue received by the Company or its affiliates.

10.     Common Stock

(a)Charter Amendments

In May 2021, the Company's stockholders approved an increase to the number of authorized shares of its common stock from 151,875,000 shares to 227,812,500 shares. The Company filed an amendment to its certificate of incorporation in May 2021 to effect such increase.

(b)2021 Sales Agreement with Cantor Fitzgerald & Co. and JonesTrading Institutional Services LLC

In March 2021, the Company entered into a sales agreement (the “2021 Sales Agreement”) with Cantor Fitzgerald & Co., or Cantor, and JonesTrading Institutional Services LLC, or JonesTrading, to sell from time to time up to $100.0 million of the Company’s common stock through an “at the market offering” program under which Cantor and JonesTrading act as sales agents. Subject to the terms and conditions of the 2021 Sales Agreement, Cantor and JonesTrading can sell the common stock by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to the terms of the 2021 Sales Agreement, the aggregate compensation payable to each of Cantor and JonesTrading is 3% of the gross proceeds from sales of the common stock sold by Cantor or JonesTrading, as applicable. Each party agreed in the 2021 Sales Agreement to provide indemnification and contribution against certain liabilities, including liabilities under the Securities Act, subject to the terms of the 2021 Sales Agreement.

The Company sold 4,583,695 shares of common stock under the 2021 Sales Agreement during the three and nine months ended September 30, 2022, representing gross proceeds of $6.3 million. As of September 30, 2022, $93.7 million remained available for sale under the 2021 Sales Agreement.

(c)Aspire Capital Fund LLC

In February 2020, the Company entered into a common stock purchase agreement (the “Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) for the sale of up to $30.0 million of the Company's common stock. During 2020, the Company issued 7,990,516 shares of the Company’s common stock to Aspire Capital for aggregate proceeds of $8.4 million. As of December 31, 2021, a total of $21.6 million remained available under the Agreement. The Company did not sell shares of common stock under the Agreement during the three and nine months ended September 30, 2022 and September 30, 2021. The Agreement expired in August 2022.

The Company also entered into a Registration Rights Agreement with Aspire Capital in connection with its entry into the Agreement, which also expired in August 2022.

11.     Stock Plans and Stock-Based Compensation

As of September 30, 2022, the Company had two shareholder-approved, stock-based compensation plans: (i) the Amended and Restated 2010 Employee Stock Purchase Plan (“ESPP”), adopted by the Board of Directors in April 2017 and approved by shareholders in June 2017, and (ii) the Fourth Amended and Restated 2010 Stock Incentive Plan (“2010 Plan”). New employees are typically issued options as an inducement equity award under Nasdaq Listing Rule 5635(c)(4) outside of the 2010 Plan.

The Fourth Amended and Restated 2010 Stock Incentive Plan

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The 2010 Plan permits the granting of incentive and non-qualified stock options and stock awards to employees, officers, directors, and consultants of the Company and its subsidiaries at prices determined by the Company’s Board of Directors. In May 2021, the Company's shareholders approved the Company's Fourth Amended and Restated 2010 Stock Incentive Plan to reserve an additional 11,000,000 shares of common stock for issuance under the 2010 Plan. The Company can issue up to 23,190,000 shares of its common stock pursuant to awards granted under the 2010 Plan. Options become exercisable as determined by the Board of Directors and expire up to ten years from the date of grant. The 2010 Plan uses a “fungible share” concept under which each share of stock subject to awards granted as options and stock appreciation rights (“SARs”), will cause one share per share under the award to be removed from the available share pool, while each share of stock subject to awards granted as restricted stock, restricted stock units, other stock-based awards or performance awards where the price charged for the award is less than 100% of the fair market value of the Company’s common stock will cause 1.3 shares per share under the award to be removed from the available share pool. As of September 30, 2022, the Company has only granted options to purchase shares of the Company’s common stock with an exercise price equal to the closing market price of the Company’s common stock on the Nasdaq Global Market on the grant date. As of September 30, 2022, 9,980,365 shares remained available for grant under the 2010 Plan.

Stock Options

During the nine months ended September 30, 2022, the Company’s board of directors granted options to purchase 3,663,800 shares of the Company’s common stock to the officers and employees of the Company under the 2010 Plan. Shares granted to officers and employees vest as to 25% of the shares underlying the award on the first anniversary of the grant date and as to an additional 6.25% of the shares underlying the award at the end of each subsequent quarter, based upon continued employment over a four year period, and are exercisable at a price equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the grant date.

During the nine months ended September 30, 2022, the Company’s board of directors granted options to its non-employee directors to purchase 425,000 shares of common stock under the 2010 Plan, which will vest and become exercisable one year from the grant date. In addition, during the nine months ended September 30, 2022, the Company's board of directors issued options to newly-hired employees as an inducement equity award under Nasdaq Listing Rule 5635(c)(4) outside of the 2010 Plan to purchase 2,019,300 shares of common stock. These options will vest as to 25% of the shares underlying the option on the first anniversary of the grant date, and as to an additional 6.25% of the shares underlying the option on each successive three-month period thereafter. All option awards are exercisable at a price equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the grant dates.

A summary of stock option activity under the 2010 Plan and inducement awards are summarized as follows:

	Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding, December 31, 2021	10,363,769	$	3.80	7.41
Granted	6,108,100	2.66
Exercised	—	—
Canceled/Forfeited	(785,413)	5.74
Outstanding, September 30, 2022	15,686,456	$	3.26	7.66	$	2
Exercisable at September 30, 2022	7,846,344	$	3.30	6.37	$	1
Vested and unvested expected to vest at September 30, 2022	10,242,332	$	3.61	8.19	$	1

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The weighted average grant date fair values of the stock options granted during the nine months ended September 30, 2022 and 2021 were $2.18 and $9.21, respectively, and were calculated using the following estimated assumptions:

	Nine Months Ended September 30,
	2022	2021
Expected term (years)	5.5	5.5
Risk free interest rate	1.4-2.9%	0.4-1.4%
Expected Volatility	110%-114%	109	%
Expected Dividends	None	None

As of September 30, 2022, there was approximately $9.3 million of unrecognized compensation cost related to unvested employee stock option awards outstanding, net of the impact of estimated forfeitures that is expected to be recognized as expense over a weighted average period of 3.30 years. There were no employee stock options exercised during the nine months ended September 30, 2022. The intrinsic value of employee stock options exercised during the nine months ended September 30, 2021 was $0.5 million.

Restricted Stock Awards

The following table presents a summary of unvested restricted stock awards (“RSAs”) under the 2010 Plan as of September 30, 2022:

	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2021	10,312	$	3.45
Awarded	—	—
Vested	(10,312)	3.45
Forfeited	—	—
Unvested, September 30, 2022	—	$	—

As of September 30, 2022, there were no outstanding RSAs.

Amended and Restated 2010 Employee Stock Purchase Plan

The Company has reserved 2,000,000 shares of common stock for issuance under the ESPP. Eligible employees may purchase shares of the Company’s common stock at 85% of the lower closing market price of the common stock at the beginning of the enrollment period or ending date of the purchase period within a two-year enrollment period, as defined. The Company has four six-month purchase periods per each two-year enrollment period. If, within any one of the four purchase periods in an enrollment period, the purchase period ending stock price is lower than the stock price at the beginning of the enrollment period, the two-year enrollment resets at the new lower stock price. This aspect of the plan was amended in 2017. Prior to 2017, the plan included two six-month purchase periods per year with no defined enrollment period. During the three months ended September 30, 2022 no shares were issued under the ESPP and during the nine months ended September 30, 2022, 169,296 shares were issued under the ESPP. As of September 30, 2022, there were 1,384,234 shares available for future purchase under the ESPP.

ESPP compensation expense for the three and nine months ended September 30, 2022 and 2021 was insignificant.

Total Stock-Based Compensation Expense

For the three and nine months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense to the following line items in its costs and expenses section of the Condensed Consolidated Statements of Operations and Comprehensive Loss, including expense related to its ESPP:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Research and development expenses	$	505	$	553	$	2,084	$	1,331
General and administrative expenses	819		911		2,924		2,507
Total stock-based compensation expense	$	1,324	$	1,464	$	5,008	$	3,838

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12.     Loss Per Common Share

Basic and diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is the same as basic net loss per common share for the three and nine months ended September 30, 2022 and 2021, because the effect of the potential common stock equivalents would be antidilutive due to the Company’s net loss position for these periods. Antidilutive securities consist of stock options outstanding of 15,686,456 and 10,298,279 as of September 30, 2022 and 2021, respectively.

13.     Subsequent Event

In connection with the Company’s 30% reduction in workforce, it expects to incur approximately $1.2 million in separation related costs.

Item 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report. Some of the information contained in this discussion and analysis and set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements, based on current expectations and related to future events and our future financial and operational performance, that involve risks and uncertainties. You should review the discussion above under the heading “Risk Factor Summary” and the risk factors detailed further in Item 1A, "Risk Factors" of Part I of our Annual Report on Form 10-K for the year ended December 31, 2021 and those included under Part II Item 1A of this Quarterly Report on Form 10-Q, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. As used throughout this report, the terms “the Company,” “we,” “us,” and “our” refer to the business of Curis, Inc. and its wholly owned subsidiaries, except where the context otherwise requires, and the term “Curis” refers to Curis, Inc.

Overview

We are a biotechnology company focused on the development of first-in-class and innovative therapeutics for the treatment of cancer.

On November 9, 2022, we announced that to further advance the development of emavusertib, we are concentrating our resources to focus on and accelerate emavusertib. Resources will be reallocated to the emavusertib programs and resources dedicated to all other pipeline programs will be reduced. Deprioritization of other programs will enable a reduction of approximately 30% of our workforce and is expected to extend our cash runway into 2025.

We conduct our research and development programs both internally and through strategic collaborations. Our lead clinical stage drug candidate is emavusertib, previously CA-4948, an orally available small molecule inhibitor of Interleukin-1 receptor-associated kinase 4, or IRAK4, is currently undergoing testing in a Phase 1/2 open-label, single arm dose escalating and expansion trial in patients with relapsed or refractory, or R/R, acute myeloid leukemia, or AML, and high risk myelodysplastic syndromes, or MDS, also known as the TakeAim Leukemia Phase 1/2 study. The study was amended in April 2021 to include dose escalation cohorts of emavusertib (CA-4948) in combination with azacitidine or venetoclax. In April 2021, emavusertib (CA-4948) was granted Orphan Drug Designation for the treatment of R/R AML and high risk MDS by the U.S. Food and Drug Administration, or FDA. In June 2022, we presented updated preliminary clinical data for patients from the TakeAim Leukemia Phase 1/2 study.

We are also conducting a separate Phase 1/2 open-label dose escalating clinical trial in patients with relapsed or refractory hematologic malignancies, such as non-Hodgkin lymphomas, or NHL, including those with Myeloid Differentiation Primary Response Protein 88, or MYD88, alterations, also known as the TakeAim Lymphoma Phase 1/2 study. The trial was amended to include a combination study of emavusertib (CA-4948) and ibrutinib, a BTK inhibitor, in patients with NHL for which we enrolled the first patient in February 2021. In June 2022, we provided initial preliminary clinical data for patients in the combination portion of the TakeAim Lymphoma Phase 1/2 study.

In April 2022, the FDA placed partial clinical holds on our TakeAim Leukemia Phase 1/2 study and TakeAim Lymphoma Phase 1/2 study after we reported the death of a patient with R/R AML in the TakeAim Leukemia Phase 1/2 study. On August 18, 2022, we announced that the FDA had lifted the partial clinical hold on the TakeAim Lymphoma Phase 1/2 study. The partial clinical hold was lifted following agreement with the FDA on our strategy for rhabdomyolysis identification and management, as well as on the enrollment of at least nine additional patients at the 200 mg dose level of emavusertib (CA-4948) in combination with ibrutinib. On August 30, 2022, we announced that the FDA had notified us that we could resume enrollment of additional patients in the monotherapy dose finding phase (Phase 1a) of the TakeAim Leukemia Phase 1/2 study, in which we have agreed to enroll at least nine additional patients at the 200mg dose level. The partial clinical hold

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remains in place for the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of emavusertib (CA-4948) with azacitidine or venetoclax of the study until Phase 1a is complete and the FDA approves proceeding to the next phases of the study.

Our pipeline also includes several compounds, which have been deprioritized following the Company's determination to focus on emavusertib (CA-4948):

•CI-8993, a monoclonal antibody designed to antagonize the V-domain Ig suppressor of T cell activation, or VISTA, signaling pathway. In June 2020, we announced that the FDA had cleared our Investigational New Drug, or IND, application for CI-8993. In September 2020, we began enrollment in our Phase 1 trial of CI-8993 in patients with R/R solid tumors. We have an option to license CI-8993 from ImmuNext, Inc., or ImmuNext. In January 2022, we provided initial safety, pharmacokinetic and pharmacodynamic data from the Phase 1 study in patients with R/R solid tumors. To date, we have escalated the dose of CI-8993 to 1mg/kg in our Phase 1 study and have not yet reached the maximum tolerated dose. With this deprioritization, we will continue dosing and monitoring existing patients within the study. We will also continue evaluating future studies for CI-8993.

•Fimepinostat, a small molecule that potently inhibits the activity of histone deacetylase, or HDAC, and phosphotidyl-inositol 3 kinase, or PI3K enzymes, which has been granted Orphan Drug Designation and Fast Track Designation for the treatment of diffuse large B-cell lymphoma, or DLBCL, and Orphan Drug Designation for nuclear protein in testis, or NUT, midline carcinoma by the FDA. In 2019, we began enrollment in a Phase 1 combination study with venetoclax in DLBCL patients, including patients with translocations in both MYC and the BCL2 gene, also referred to as double-hit lymphoma, or high-grade B-cell lymphoma, or HGBL. We reported preliminary clinical data from this combination study in December 2019. In March 2020, we announced that although we observed no significant drug-drug interaction in our Phase 1 study of fimepinostat in combination with venetoclax, we did not see an efficacy signal that would warrant continuation of the study. Accordingly, no further patients will be enrolled in this study. We are currently evaluating future studies for fimepinostat.

•CA-170, a small molecule antagonist of VISTA and PDL1, for which we announced initial data from a clinical study in patients with mesothelioma, in conjunction with the Society of Immunotherapy of Cancer conference in November 2019. Based on this data, no further patients will be enrolled in the study. We are currently evaluating future studies for CA-170.

•CA-327, a small molecule antagonist of PDL1 and TIM3, is a pre-IND stage oncology drug candidate.

We are party to a collaboration agreement with Genentech Inc., or Genentech, a member of the Roche Group, under which F. Hoffmann-La Roche Ltd, or Roche, and Genentech are commercializing Erivedge® (vismodegib), a first-in-class orally administered small molecule Hedgehog signaling pathway antagonist. Erivedge is approved for the treatment of advanced basal cell carcinoma, or BCC.

In January 2015, we entered into an exclusive collaboration agreement focused on immuno-oncology and selected precision oncology targets with Aurigene Discovery Technologies Limited, or Aurigene, which was amended in September 2016 and February 2020. As of September 30, 2022, we have licensed four programs under the Aurigene collaboration:

1.IRAK4 Program - a precision oncology program of small molecule inhibitors of IRAK4. The development candidate is emavusertib (CA-4948).

2.PD1/VISTA Program - an immuno-oncology program of small molecule antagonists of PD1 and VISTA immune checkpoint pathways. The development candidate is CA-170.

3.PD1/TIM3 Program - an immuno-oncology program of small molecule antagonists of PD1 and TIM3 immune checkpoint pathways. The development candidate is CA-327.

4.In March 2018, we exercised our option to license a fourth program, which is an immuno-oncology program.

In addition, we are party to an option and license agreement with ImmuNext. Pursuant to the terms of the option and license agreement, we have an option, exercisable for a specified period as set forth in the option and license agreement, to obtain an exclusive license to develop and commercialize certain VISTA antagonizing compounds, including ImmuNext's lead compound, CI-8993, and products containing these compounds in the field of oncology.

Based on our clinical development plans for our pipeline, we intend to predominantly focus our available resources in the near term on the continued development of emavusertib (CA-4948) in collaboration with Aurigene, subject to resolution of the continuing partial clinical hold imposed by the FDA on the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of our TakeAim Leukemia Phase 1/2 trial.

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Liquidity

Since our inception, we have funded our operations primarily through private and public placements of our equity securities, license fees, contingent cash payments, research and development funding from our corporate collaborators, debt financings and the monetization of certain royalty rights. We have never been profitable on an annual basis and had an accumulated deficit of $1.1 billion as of September 30, 2022. For the nine months ended September 30, 2022, we incurred a net loss of $45.3 million and used $42.1 million of cash in operations.

On November 9, 2022, we announced that to further advance the development of emavusertib, we are concentrating our resources to focus on and accelerate emavusertib. Resources will be reallocated to the emavusertib programs and resources dedicated to all other pipeline programs will be reduced. Deprioritization of other programs will enable a reduction of approximately 30% of our workforce and is expected to extend our cash runway into 2025.

We expect to continue to generate operating losses in the foreseeable future. We anticipate that our $98.7 million of cash, cash equivalents and investments as of September 30, 2022 should enable us to maintain our planned operations for the next 12 months and into 2025. We have based this assessment on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.

We will need to generate significant revenues to achieve profitability, and do not expect to achieve profitability in the foreseeable future, if at all. If sufficient funds are not available, we will have to delay, reduce the scope of, or eliminate some of our research and development programs, including related clinical trials and operating expenses, potentially delaying the time to market for or preventing the marketing of any of our product candidates, which could adversely affect our business prospects and our ability to continue our operations, and would have a negative impact on our financial condition and ability to pursue our business strategies. In addition, we may seek to engage in one or more strategic alternatives, such as a strategic partnership with one or more parties, the licensing, sale or divestiture of some of our assets or proprietary technologies or the sale of our company, but there can be no assurance that we would be able to enter into such a transaction or transactions on a timely basis or on terms favorable to us, or at all.

Key Drivers

We believe that near term key drivers to our success will include:

•our ability to successfully resolve the continuing partial clinical hold imposed by the FDA on the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of the TakeAim Leukemia Phase 1/2 trial;

•our ability to focus and successfully plan, finance and complete current and planned clinical trials for emavusertib (CA-4948), subject to resolution of the continuing partial clinical hold imposed by the FDA on the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of the TakeAim Leukemia Phase 1/2 trial, as well as for such clinical trials to generate favorable data; and

•our ability to raise additional financing, when required, to fund operations.

In the longer term, a key driver to our success will be our ability, and the ability of any current or future collaborator or licensee, to successfully develop and commercialize drug candidates.

Our Collaborations and License Agreements

For information regarding our collaboration and license agreements, refer to Note 9, Research and Development Collaborations, in the accompanying Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and Note 11, Research and Development Collaborations, in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission, or SEC, on February 24, 2022.

COVID-19 Pandemic

The continuing COVID-19 pandemic has caused many governments to implement measures to slow the spread of the pandemic through quarantines, strict travel restrictions, heightened border scrutiny, and other measures. The pandemic and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce. While the COVID-19 pandemic has had adverse effects on our business and we expect the pandemic to have an adverse effect on our business, financial conditions and results of operations in the future, we are unable to predict the extent or nature of the future progression of the COVID-19 pandemic or its effects on our business and operations at this time.

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We have enrolled, and will seek to enroll, cancer patients in clinical trials at sites located both in the United States and internationally. Many of our clinical trial sites have imposed restrictions as a result of the COVID-19 pandemic, which have had and may continue to have a negative impact on our ability to conduct our clinical trials. We have encountered and may continue to face difficulties recruiting and retaining patients in our ongoing and planned clinical trials to the extent patients are affected by the virus or are fearful of visiting or traveling to our clinical trial sites because of the pandemic. In addition, we do not currently know the duration or to what degree medical facilities, including our clinical trial sites, will continue to be impacted by the pandemic. For example, all of our clinical trial sites for our TakeAim Lymphoma Phase 1/2 study are at large academic research hospitals that have imposed restrictions on entry which have in some instances prohibited, and in other instances may potentially prohibit in the future, clinical trial monitors and patients from entering the trial sites. We are actively working with our clinical trial sites to follow FDA guidelines for conducting clinical trials during the COVID-19 pandemic, including performing remote monitoring to the extent possible and arranging for the shipment of medicine directly from the clinical trial site to patients who are enrolled in our trials, if required; however, there is no assurance such arrangements will be successful. As a result, enrollment in our TakeAim Lymphoma Phase 1/2 study was delayed and may continue to be delayed and patients enrolled in the trial may cease treatment due to the restrictions described above or fear of visiting or inability to visit our trial sites. As a result, enrollment in this trial has been slower than expected and the timeline of this trial was delayed, and in the future may be delayed. In addition, in July 2020, we commenced enrollment in our TakeAim Leukemia Phase 1/2 study, for which the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) continue to be subject to a partial clinical hold. Clinical trial sites for this study have also imposed and may continue to impose restrictions similar to those described above. As a result, we may not be able to enroll this trial on our planned timeline, which would cause a further delay in the overall timeline for this trial. Similarly, enrollment in and the overall timeline of our combination study of emavusertib (CA-4948) and ibrutinib, for which we commenced enrollment in February 2021, and our Phase 1 clinical trial for CI-8993, for which we commenced enrollment in September 2020, have been delayed and may continue to be delayed due to the factors discussed above. To the extent clinical trial sites are slowed down or closed to enrollment in our ongoing and planned clinical trials, this could also have a material adverse impact on our clinical trial plans and timelines. These restrictions may also impact our ability to collect patient data in a timely fashion. In addition, we do not know whether and to what extent potential exposure to COVID-19 of patients in our clinical trials could impact the efficacy of emavusertib (CA-4948) or CI-8993. The response to the COVID-19 pandemic may redirect resources of regulators in a way that would adversely impact our ability to progress regulatory approvals. In addition, we may face impediments to regulatory meetings and approvals relating to our clinical trials due to measures intended to limit in-person interactions.

We and our collaborators, third-party contract manufacturers, contract research organizations and clinical sites may experience delays or disruptions in supply and release of product candidates and/or procuring items that are essential for our research and development activities, including, for example, raw materials used in the manufacturing of our product candidates, basic medical and laboratory supplies used in our clinical trials or preclinical studies or animals that are used for preclinical testing, in each case, for which there may be shortages or supply chain disruptions as a result of the pandemic. While we believe that we currently have sufficient supply of our product candidates to continue our ongoing clinical trials, shortages and global supply chain disruptions could make it difficult to obtain, or cause us to be delayed in obtaining, some of our product candidates, or materials contained therein, especially when such materials come from facilities located in areas particularly impacted by COVID-19. With shortages of supplies and continuing supply chain disruptions, we may be subject to inflationary costs and experience price increases for goods and services that we rely on. In addition, any disruptions could impact the supply, manufacturing or distribution of Erivedge, and sales of Erivedge may be negatively impacted by a decrease in new prescriptions as a result of a decline in patient medical visits due to the COVID-19 pandemic, which has had and could continue to have a negative impact on the amount and timing of any royalty revenue we may receive from Genentech related to Erivedge. There is no guarantee that the COVID-19 pandemic, or any potential future outbreak, would not impact our supply chain, which could have a material adverse impact on our clinical trial plans and business operations.

We also experienced delays in closing down our clinical trial sites related to our fimepinostat and CA-170 trials due to restrictions on non-essential workers imposed at those sites in response to COVID-19, which delayed the winding down of these trials.

Any negative impact that the COVID-19 pandemic has on the ability of our suppliers to provide materials for our product candidates or on recruiting or retaining patients in our clinical trials could cause costly delays to clinical trial activities, which could adversely affect our ability to obtain regulatory approval for and to commercialize our product candidates, increase our operating expenses, and have a material adverse effect on our financial results. Additionally, the pandemic has already caused significant disruptions in the financial markets, and may continue to cause such disruptions, which could impact our ability to raise additional funds and has also impacted, and may continue to impact, the volatility of our stock price and trading in our stock. Moreover, the pandemic has significantly impacted economies worldwide, which could result in adverse effects on our business and operations. We cannot be certain what the overall impact of the COVID-19 pandemic will be on our business and it has had and may continue to have an adverse effect on our business, financial condition, results of operations, and prospects.

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Financial Operations Overview

General. Our future operating results will largely depend on the progress of drug candidates currently in our research and development pipeline. The results of our operations will vary significantly from year to year and quarter to quarter and depend on, among other factors, the cost and outcome of any preclinical development or clinical trials then being conducted. For a discussion of our liquidity and funding requirements, see “Liquidity” and “Liquidity and Capital Resources - Funding Requirements”.

Liability Related to the Sale of Future Royalties. In connection with the termination and repayment in full of our prior loan with HealthCare Royalty Partners, III, L.P., or HealthCare Royalty, we and Curis Royalty entered into the royalty interest purchase agreement, or Oberland Purchase Agreement, with entities managed by Oberland Capital Management, LLC, or the Purchasers. Upon closing of the Oberland Purchase Agreement, Curis Royalty received an upfront purchase price of $65.0 million from the Purchasers, approximately $33.8 million of which was used to pay off the remaining loan principal to HealthCare Royalty, and $3.7 million of which was used to pay transaction costs, including $3.4 million to HealthCare Royalty in accrued and unpaid interest and prepayment fees under the loan, resulting in net proceeds of $27.5 million. Curis Royalty will 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, which milestone payments may each be paid, at the option of the Purchasers, in a lump sum in cash or out of the Purchaser’s portion of future payments under the Oberland Purchase Agreement. For a discussion of the Oberland Purchase Agreement, see “Liquidity and Capital Resources – Royalty Interest Purchase Agreement”.

Revenue. We do not expect to generate any revenues from our direct sale of products for several years, if ever. Substantially all of our revenues to date have been derived from license fees, research and development payments, and other amounts that we have received from our strategic collaborators and licensees, including royalty payments. Since the first quarter of 2012, we have recognized royalty revenues related to Genentech’s sales of Erivedge and we expect to continue to recognize royalty revenue in future quarters from Genentech’s sales of Erivedge in the U.S. and Roche’s sales of Erivedge outside of the U.S. However, a substantial portion of our royalty and royalty-related revenues under our collaboration with Genentech will be paid to the Purchasers, pursuant to the Oberland Purchase Agreement. The Oberland Purchase Agreement will terminate upon the earlier to occur of (i) the date on which Curis Royalty’s rights to receive the Purchased Receivables owed by Genentech under the Genentech collaboration agreement have terminated in their entirety and (ii) the date on which payment in full of the put/call price is received by the Purchasers pursuant to the Purchasers’ exercise of their put option or Curis Royalty’s exercise of its call right. For additional information regarding the terms and termination provisions of this agreement, see Note 8, Liability Related to the Sale of Future Royalties, in the accompanying Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

We could receive additional milestone payments from Genentech, provided that contractually specified development and regulatory objectives are met. Also, we could receive milestone payments from the Purchasers, provided that contractually specified royalty payment amounts are met within applicable time periods. Our only source of revenues and/or cash flows from operations for the foreseeable future will be royalty payments that are contingent upon the continued commercialization of Erivedge under our collaboration with Genentech, and contingent cash payments for the achievement of clinical, development and regulatory objectives, if any, that are met, under our collaboration with Genentech. Our receipt of additional payments under our collaboration with Genentech cannot be assured, nor can we predict the timing of any such payments, as the case may be.

Cost of Royalty Revenues. Cost of royalty revenues consists of all expenses incurred that are associated with royalty revenues that we record as revenues in our Condensed Consolidated Statements of Operations and Comprehensive Loss. These costs consist of payments we are obligated to make to university licensors on royalties that Curis Royalty receives from Genentech on net sales of Erivedge for a period of 10 years from the first commercial sale of Erivedge on a country-by-country basis. The first commercial sale of Erivedge occurred in February 2012 in the U.S. During the nine months ended September 30, 2022, our obligation to one of the licensors expired for sales in the U.S. and expired entirely for the other licensor.

Research and Development. Research and development expense consists of costs incurred to develop our drug candidates. These expenses consist primarily of:

•salaries and related expenses for personnel, including stock-based compensation expense;

•costs of conducting clinical trials, including amounts paid to clinical centers, clinical research organizations and consultants, among others;

• other outside service costs including costs of contract manufacturing;

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•sublicense payments;

•the costs of supplies and reagents;

•occupancy and depreciation charges;

•certain payments that we make to Aurigene and ImmuNext under our collaboration agreements, including, for example, semi-annual payments, option exercise fees and milestone payments;

•payments that we are obligated to make to certain third-party university licensors upon our receipt of payments from Genentech related to the achievement of clinical development and regulatory objectives under our collaboration agreement; and

•internal and external costs of complying with the requirements of the FDA or another regulatory authority.

We expense research and development costs as incurred. We are currently incurring research and development costs under our Hedgehog signaling pathway antagonist collaboration with Genentech related to the maintenance of third-party licenses to certain background technologies.

Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect that our research and development expenses will increase substantially over the next several years as we conduct our TakeAim Leukemia and TakeAim Lymphoma clinical trials of emavusertib (CA-4948); prepare regulatory filings for our product candidates; continue to develop additional product candidates; and potentially advance our product candidates into later stages of clinical development.

The successful development and commercialization of our product candidates is highly uncertain. At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical and clinical development of any of our product candidates. This uncertainty is due to the numerous risks and uncertainties associated with product development and commercialization, including the uncertainty of:

•our ability to successfully resolve the continuing partial clinical hold imposed by the FDA on the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of our TakeAim Leukemia Phase 1/2 trial;

•our ability to successfully enroll our current and future clinical trials and our ability to initiate future clinical trials, which has been and may continue to be negatively impacted by the continuing COVID-19 pandemic and responsive measures relating thereto;

•the scope, quality of data, rate of progress and cost of clinical trials and other research and development activities undertaken by us or our collaborators;

•the results of future preclinical studies and clinical trials;

•the cost and timing of regulatory approvals and maintaining compliance with regulatory requirements;

•the cost and timing of establishing sales, marketing and distribution capabilities;

•the cost of establishing clinical and commercial supplies of our drug candidates and any products that we may develop;

•the effect of competing technological and market developments; and

•the cost and effectiveness of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights.

Any changes in the outcome of any of these variables with respect to the development of our product candidates could mean a significant change in the costs and timing associated with the development of these product candidates. For example, if the FDA does not lift the continuing partial clinical hold on the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of our TakeAim Leukemia Phase 1/2 trial, if the FDA or another regulatory authority otherwise delays our clinical trials or requires us to conduct clinical trials or other testing beyond those that we currently expect, or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time to complete clinical development of that product candidate. We may never obtain regulatory approval for any of our product candidates. If we do obtain regulatory approval for our product candidates, drug commercialization will take several years and millions of dollars in development costs.

A further discussion of some of the risks and uncertainties associated with completing our research and development programs on schedule, or at all, and some consequences of failing to do so, are set forth under Item 1A, "Risk Factors" of Part I

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of our Annual Report on Form 10-K for the year ended December 31, 2021 and those included under Part II, Item 1A of this Quarterly Report on Form 10-Q.

General and Administrative. General and administrative expense consists primarily of salaries, stock-based compensation expense and other related costs for personnel in executive, finance, accounting, business development, legal, information technology, corporate communications and human resource functions. Other costs include facility costs not otherwise included in research and development expense, insurance, and professional fees for legal, patent and accounting services. Patent costs include certain patents covered under collaborations, a portion of which is reimbursed by collaborators and a portion of which is borne by us.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires that we make estimates and assumptions that affect the reported amounts and disclosure of certain assets and liabilities at our balance sheet date. Such estimates and judgments include the carrying value of property and equipment and intangible assets, revenue recognition, the value of certain liabilities, debt classification and stock-based compensation. We base our estimates on historical experience and on various other factors that we believe to be appropriate under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

During the nine months ended September 30, 2022, there were no material changes to our critical accounting policies and estimates as reported in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 24, 2022.

Results of Operations

Three and Nine Months Ended September 30, 2022 and September 30, 2021

The following table summarizes our results of operations for the three and nine months ended September 30, 2022 and 2021:

	For the Three Months Ended September 30,				Percentage Increase (Decrease)		For the Nine Months Ended September 30,				Percentage Increase (Decrease)
	2022		2021				2022		2021
	(in thousands)						(in thousands)
Revenues, net:	$	2,825	$	3,039	(7)	%	$	7,275	$	7,514	(3)	%
Costs and expenses:
Cost of royalty revenues	62		151		(59)	%	186		376		(51)	%
Research and development	10,813		8,602		26	%	34,571		24,112		43	%
General and administrative	4,556		4,334		5	%	15,318		12,524		22	%
Other expense	688		1,003		(31)	%	2,543		2,318		10	%
Net loss	$	(13,294)	$	(11,051)	20	%	$	(45,343)	$	(31,816)	43	%

Revenues. Total revenues are summarized as follows:

	For the Three Months Ended September 30,				Percentage Increase (Decrease)		For the Nine Months Ended September 30,				Percentage Increase (Decrease)
	2022		2021				2022		2021
	(in thousands)						(in thousands)
Revenues, net:
Royalties	$	2,843	$	3,058	(7)	%	$	7,377	$	7,593	(3)	%
Other revenue	—		—		N/A		—		1		(100)	%
Contra revenue, net	(18)		(19)		(5)	%	(102)		(80)		28	%
Total revenues, net	$	2,825	$	3,039	(7)	%	$	7,275	$	7,514	(3)	%

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Revenues, net of $2.8 million decreased by 7% for the three months ended September 30, 2022 as compared to the same period in 2021. The decrease is driven by decreased net sales of Erivedge during the current year period as compared to the prior year period.

Revenues, net of $7.3 million decreased by 3% for the nine months ended September 30, 2022 as compared to the same period in 2021. The decrease is driven by decreased net sales of Erivedge during the current year period as compared to the prior year period.

Cost of Royalty Revenues. Cost of royalty revenues is comprised of amounts due to third-party university patent licensors in connection with Genentech and Roche's Erivedge net sales. Cost of royalty revenues decreased by 59% for the three months ended September 30, 2022 and 51% for the nine months ended September 30, 2022 as compared to the same periods in 2021, primarily as a result of the expiration of obligations to third-party university patent licensors for sales in the U.S.

Research and Development Expenses. Research and development expenses are summarized as follows:

	For the Three Months Ended September 30,				Percentage Increase (Decrease)		For the Nine Months Ended September 30,				Percentage Increase (Decrease)
	2022		2021				2022		2021
	(in thousands)						(in thousands)
Direct research and development expenses	$	4,976	$	4,440	12	%	$	16,719	$	14,181	18	%
Personnel	4,774		3,119		53	%	13,816		7,192		92	%
Stock-based compensation	505		553		(9)	%	2,084		1,331		57	%
Facilities, depreciation and other expenses	558		490		14	%	1,952		1,408		39	%
Total research and development expenses	$	10,813	$	8,602	26	%	$	34,571	$	24,112	43	%

Research and development expenses were $10.8 million for the three months ended September 30, 2022 as compared to $8.6 million in the same period in 2021, an increase of approximately $2.2 million, or 26%. Direct research and development expenses increased by $0.5 million for the three months ended September 30, 2022 as compared to the same period in 2021. The increase in direct research and development expenses for the quarter is primarily attributable to increased consulting costs, partially offset by decreased manufacturing and clinical development costs. Additionally, personnel related costs increased by $1.7 million, primarily as a result of additional headcount.

Research and development expenses were $34.6 million for the nine months ended September 30, 2022 as compared to $24.1 million in the same period in 2021, an increase of approximately $10.5 million, or 43%. Direct research and development expenses increased by $2.5 million for the nine months ended September 30, 2022 as compared to the same period in 2021, primarily attributable to increased consulting, manufacturing and clinical development costs. Additionally, personnel related costs increased by $6.6 million and stock compensation increased by $0.8 million, primarily as a result of additional headcount.

We expect that a majority of our research and development expenses for the foreseeable future will be incurred in connection with our efforts to advance our programs, including clinical and preclinical development costs, manufacturing, and payments to our collaborators and/or licensors.

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General and Administrative Expenses. General and administrative expenses are summarized as follows:

	For the Three Months Ended September 30,				Percentage Increase (Decrease)		For the Nine Months Ended September 30,				Percentage Increase (Decrease)
	2022		2021				2022		2021
	(in thousands)						(in thousands)
Personnel	$	1,537	$	1,472	4	%	$	5,258	$	3,986	32	%
Stock-based compensation	819		910		(10)	%	2,924		2,507		17	%
Legal services	393		399		(2)	%	1,934		1,832		6	%
Professional and consulting services	785		790		(1)	%	2,157		2,298		(6)	%
Insurance costs	319		317		1	%	1,123		620		81	%
Facilities and depreciation	205		154		33	%	605		453		34	%
Other general and administrative expenses	498		292		71	%	1,317		828		59	%
Total general and administrative expenses	$	4,556	$	4,334	5	%	$	15,318	$	12,524	22	%

General and administrative expenses were $4.6 million for the three months ended September 30, 2022, as compared to $4.3 million in the same period in 2021, an increase of $0.2 million, or 5%. The increase in general and administrative expenses was primarily due to timing of costs during the three months ended September 30, 2022.

General and administrative expenses were $15.3 million for the nine months ended September 30, 2022, as compared to $12.5 million in the same period in 2021, an increase of $2.8 million, or 22%. The increase in general and administrative expenses was driven primarily by higher costs for personnel, stock-based compensation, and insurance during the nine months ended September 30, 2022.

Other Expense. Other expense decreased by $0.3 million, or 31% for the three months ended September 30, 2022 as compared to the same period in 2021. Other expense for the three months ended September 30, 2022 and September 30, 2021 primarily consisted of imputed interest expense related to future royalty payments, partially offset by interest income.

Other expense increased by $0.2 million, or 10% for the nine months ended September 30, 2022 as compared to the same period in 2021 primarily due to the forgiveness of the PPP Loan (as defined below) during the 2021 period. See "Liquidity and Capital Resources - Debt Financing" for further discussion. The remaining Other expense for the nine months ended September 30, 2022 and September 30, 2021 primarily consisted of imputed interest expense related to future royalty payments, partially offset by interest income.

Liquidity and Capital Resources

We have financed our operations primarily through private and public placements of our equity securities, license fees, contingent cash payments and research and development funding from our corporate collaborators, debt financings, and the monetization of certain royalty rights. See “Funding Requirements” and Note 1 to the Condensed Consolidated Financial Statements appearing in this Quarterly Report on Form 10-Q for a further discussion of our liquidity.

On November 9, 2022, we announced that to further advance the development of emavusertib, we are concentrating our resources to focus on and accelerate emavusertib. Resources will be reallocated to the emavusertib programs and resources dedicated to all other pipeline programs will be reduced. Deprioritization of other programs will enable a reduction of approximately 30% of our workforce and is expected to extend our cash runway into 2025.

At September 30, 2022, our principal sources of liquidity consisted of cash, cash equivalents and investments of $98.7 million, excluding our restricted cash of $0.6 million. Our cash and cash equivalents are highly liquid investments with a maturity of three months or less at date of purchase. Our short-term investments primarily include U.S. Treasury securities, U.S. agency bonds, commercial paper and corporate debt securities. We maintain cash balances with financial institutions in excess of insured limits.

Equity Offerings

In March 2021, we entered into a Sales Agreement, or the 2021 Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, and JonesTrading Institutional Services LLC, or JonesTrading, to sell from time to time up to $100.0 million of our common stock through an “at the market offering” program under which Cantor and JonesTrading act as sales agents. Any sales under the 2021 Sales Agreement will be made pursuant to our shelf registration statement on Form S-3 (File No 333-254362), which became effective on April 14, 2022. We sold 4,583,695 shares of our common stock under the 2021 Sales Agreement

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during the three and nine months ended September 30, 2022, representing gross proceeds of $6.3 million. As of September 30, 2022, $93.7 million remained available for sale under the 2021 Sales Agreement.

Debt Financing

In April 2020, we entered into a promissory note evidencing an unsecured $0.9 million loan, or the PPP Loan, under the Paycheck Protection Program, or PPP, of the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act as administered by the U.S. Small Business Administration, or the SBA. The PPP Loan was made by Silicon Valley Bank and had a term of 24-months and an interest rate of 1%. Under the terms of the CARES Act and the Paycheck Protection Program Flexibility Act of 2020, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. We applied for such forgiveness in 2020 and received notification in June 2021 that the SBA had forgiven the PPP Loan in full, including interest accrued on the PPP Loan.

Royalty Interest Purchase Agreement

In March 2019, we and Curis Royalty entered into the Oberland Purchase Agreement with the Purchasers. We sold to the Purchasers a portion of our rights to receive royalties from Genentech on potential net sales of Erivedge.

As upfront consideration for the purchase of the royalty rights, at closing the Purchasers paid to Curis Royalty $65.0 million less certain transaction expenses. Curis Royalty will also be entitled to receive $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. For further discussion please refer to Note 8, Liability Related to the Sale of Future Royalties, in the accompanying Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Milestone Payments and Monetization of Royalty Rights

We have received aggregate milestone payments totaling $59.0 million under our collaboration with Genentech since 2012. In addition, we began receiving royalty revenues in 2012 in connection with Genentech’s sales of Erivedge in the U.S. and Roche’s sales of Erivedge outside of the U.S. Erivedge royalty revenues received after December 2012 have been used to repay Curis Royalty’s outstanding principal and interest under the loans due to BioPharma-II and HealthCare Royalty. A substantial portion of Erivedge royalty and royalty-related revenue payments will be paid to the Purchasers pursuant to the Oberland Purchase Agreement. We also remain entitled to receive any contingent payments upon achievement of clinical development objectives and royalty payments related to sales of Erivedge pursuant to our collaboration agreement with Genentech and certain contingent payments upon achievement of contractually specified royalty revenue payment amounts related to sales of Erivedge pursuant to the Oberland Purchase Agreement. Upon receipt of any such payments, as well as on royalties received, we are required to make payments to certain university licensors. During the nine months ended September 30, 2022, our obligation to one of the licensors expired for sales in the U.S. and expired entirely for the other licensor.

Cash Flows

Cash flows for operations have primarily been used for salaries and wages for our employees, facility and facility-related costs for our office and laboratory, fees paid in connection with preclinical and clinical studies, laboratory supplies, consulting fees and legal fees. We expect that costs associated with clinical studies will increase in future periods.

Net cash used in operating activities of $42.1 million during the nine months ended September 30, 2022 was primarily the result of our net loss for the period of $45.3 million, offset by non-cash charges consisting of stock-based compensation, non-cash lease expense, depreciation, amortization of premiums and discounts on marketable securities, and non-cash imputed interest totaling $6.7 million. Accounts payable, accrued expenses and operating lease liability decreased by $0.8 million and prepaid expenses and other assets increased by $2.9 million. These changes increased cash utilization. Accounts receivable decreased $0.3 million and reduced cash utilization.

Net cash used in operating activities of $29.4 million during the nine months ended September 30, 2021 was primarily the result of our net loss for the period of $31.8 million, offset by non-cash charges consisting of stock-based compensation, loan forgiveness, amortization of premiums and discounts on marketable securities, non-cash lease expense, depreciation, and non-cash imputed interest totaling $4.7 million. Accounts payable and accrued and other liabilities decreased by $0.6 million and prepaid expenses and other current assets increased by $1.9 million. These changes increased cash utilization. Accounts receivable decreased by $0.1 million and reduced cash utilization. In addition, we recognized a gain of $0.9 million on the forgiveness of the PPP Loan.

We expect to continue to use cash in operations as we seek to advance our drug candidates and our programs under our collaboration agreement with Aurigene. In addition, in the future we may owe royalties and other contingent payments to our licensors based on the achievement of developmental milestones, product sales and other specified objectives.

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Investing activities provided cash of $29.6 million and used cash of $44.4 million for the nine months ended September 30, 2022 and 2021, respectively, resulting primarily from net investment activity from purchases and sales or maturities of investments for the respective periods.

Financing activities provided cash of $2.3 million for the nine months ended September 30, 2022, primarily due to proceeds from the 2021 Sales Agreement offset by the payment of our liability under the Oberland Purchase Agreement. Financing activities used cash of $2.9 million for the nine months ended September 30, 2021 primarily due to the payment of our liability under the Oberland Purchase Agreement.

We have historically derived a portion of our operating cash flow from our receipt of milestone payments under collaboration agreements with third parties. However, we cannot predict whether we will receive additional milestone payments under existing or future collaborations.

Funding Requirements

We have incurred significant losses since our inception. As of September 30, 2022, we had an accumulated deficit of $1.1 billion. We will require substantial funds to continue our research and development programs and to fulfill our planned operating goals. Our planned operating and capital requirements currently include the support of our current and future research and development activities for emavusertib (CA-4948) and CI-8993 as well as development candidates we have and continue to license under our collaborations with Aurigene and ImmuNext. We will require substantial additional capital to fund the further development of our lead asset emavusertib, as well as to fund our general and administrative costs and expenses. Moreover, our agreements with collaborators impose significant potential financial obligations on us. For example, under our collaboration, license and option agreement with Aurigene, we are required to make milestone, royalty and option fee payments for discovery, research and preclinical development programs that will be performed by Aurigene, which impose significant potential financial obligations on us. In addition, if we choose to exercise our option under the option and license agreement with ImmuNext, or the ImmuNext Agreement, we will be required to make milestone, royalty, and option fee payments in connection with the development of CI-8993.

We believe our current operating plan, including the impact of focusing our resources to concentrate on our lead asset emavusertib, as well as our existing cash, cash equivalents and investments of $98.7 million as of September 30, 2022, should enable us to fund our operating expenses and capital expenditure requirements into 2025. We have based this assessment on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. We will need to raise additional capital or incur indebtedness to continue to fund our operations in the future. Our ability to raise additional funds will depend on financial, economic and market conditions, many of which are outside of our control, and we may be unable to raise financing when needed, or on terms favorable to us. If necessary funds are not available, we may have to delay, reduce the scope of, or eliminate some of our development programs, potentially delaying the time to market for, or preventing the marketing of, any of our product candidates, which could adversely affect our business prospects, and we may be unable to continue our operations.

Furthermore, there are a number of factors that may affect our future capital requirements and further accelerate our need for additional working capital, many of which are outside our control, including the following:

•unanticipated costs in our research and development programs, such as costs relating to our efforts to resolve the continuing partial clinical hold imposed by the FDA on the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of our TakeAim Leukemia Phase 1/2 trial;

•the timing and cost of obtaining regulatory approvals for our drug candidates and maintaining compliance with regulatory requirements;

•payments due to licensors, including Aurigene and ImmuNext if we exercise our option under the ImmuNext Agreement, for patent rights and technology used in our drug development programs;

•the costs of commercialization activities for any of our drug candidates that receive marketing approval, to the extent such costs are our responsibility, including the costs and timing of establishing drug sales, marketing, distribution and manufacturing capabilities;

•unplanned costs to prepare, file, prosecute, defend and enforce patent claims and other patent-related costs, including litigation costs and technology license fees;

•unexpected losses in our cash investments or an inability to otherwise liquidate our cash investments due to unfavorable conditions in the capital markets; and

•impacts resulting from the continuing COVID-19 pandemic and responsive actions relating thereto.

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To become and remain profitable, we, either alone or with collaborators, must develop and eventually commercialize one or more drug candidates with significant market potential. This will require us to be successful in a range of challenging activities, including completing preclinical testing and clinical trials of our drug candidates, obtaining marketing approval for these drug candidates, manufacturing, marketing and selling those drugs for which we may obtain marketing approval and satisfying any post marketing requirements. We may never succeed in these activities and, even if we do, may never generate revenues that are significant or large enough to achieve profitability. Other than Erivedge, which is being commercialized by Genentech and Roche, our most advanced drug candidates are currently only in early clinical testing.

For the foreseeable future, we will need to spend significant capital in an effort to develop and commercialize products and we expect to incur substantial operating losses. Our failure to become and remain profitable would, among other things, depress the market price of our common stock and could impair our ability to raise capital, expand our business, diversify our research and development programs or continue our operations.

New Accounting Pronouncements

For detailed information regarding recently issued accounting pronouncements and the expected impact on our Condensed Consolidated Financial Statements, see Note 2g, New Accounting Pronouncements, in the accompanying Notes to Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q.

Contractual Obligations

In January 2022 we entered into an amendment to our lease agreement for laboratory and office space in Lexington, Massachusetts, or the Lease Amendment. The Lease Amendment shortened the remaining lease term, which reduced our future minimum lease payments. It also added approximately 9,340 square feet to the existing space, which increased our cash commitments for rent payments for the additional space. As a result, our remaining obligations decreased by a net amount of $0.2 million. For further information on the Lease Amendment, refer to Note 7, Leases, in the accompanying Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Other than the foregoing, there have been no material changes to our contractual obligations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the information set forth under the heading “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls & Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2022, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION 

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Item 1A.    RISK FACTORS

The following information updates, and should be read in conjunction with, the risk factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, or the 2021 10-K, which was filed with the SEC on February 24, 2022, as supplemented by the risk factor discussed in Part II, Item 1A, “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. Any of the risk factors contained in this Quarterly Report on Form 10-Q and the 2021 10-K could materially affect our business, financial condition or future results, and such risk factors may not be the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

The FDA previously placed a partial clinical hold on our TakeAim Leukemia Phase 1/2 trial and our TakeAim Lymphoma Phase 1/2 trial, which remains in effect with respect to the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of our TakeAim Leukemia Phase 1/2 trial. The continuing partial clinical hold could take considerable time and expense to address and there can be no assurance that the FDA will remove the partial clinical hold in a timely manner, or at all, in which case our business and prospects for development and approval of emavusertib in patients with relapsed or refractory acute myeloid leukemia or high-risk myelodysplastic syndromes would be materially harmed.

In April 2022, following our report of a serious adverse event, the FDA placed partial clinical holds on our TakeAim Leukemia Phase 1/2 trial investigating emavusertib (CA-4948) in patients with relapsed or refractory, or R/R, acute myeloid leukemia, or AML, or high-risk myelodysplastic syndromes, or MDS, and our TakeAim Lymphoma Phase 1/2 trial investigating emavusertib in patients with B-cell malignancies. On August 18, 2022, we announced that the FDA had lifted the partial clinical hold on the TakeAim Lymphoma Phase 1/2 study. The partial clinical hold was lifted following agreement with the FDA on our strategy for rhabdomyolysis identification and management, as well as on the enrollment of at least nine additional patients at the 200 mg dose level of emavusertib (CA-4948) in combination with ibrutinib. On August 30, 2022, we announced that the FDA had notified us that we could resume enrollment of additional patients in the monotherapy dose finding phase (Phase 1a) of the TakeAim Leukemia Phase 1/2 study, in which we have agreed to enroll at least nine additional patients at the 200mg dose level. The partial clinical hold remains in place for the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of emavusertib (CA-4948) with azacitidine or venetoclax of the study until Phase 1a is complete and the FDA approves proceeding to the next phases of the study.

It may require considerable time and expense to enroll at least nine additional patients and complete Phase 1a of the study, and the partial clinical hold on the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of our TakeAim Leukemia Phase 1/2 trial may not be lifted in a timely manner, or at all. It is possible that we will be unable to fully address the FDA’s concerns and as a result the partial clinical hold may never be fully lifted. Even if we are able to address the FDA’s concerns, the FDA may make subsequent additional requests that we would need to fulfill prior to the lifting of the partial clinical hold, which could include making material changes to our trial protocols or proposed dosing regimen. Such changes could impose considerable costs and further delay the conduct of these trials and reporting of results from these trials. Furthermore, if the FDA requires us to use a dose lower than 300 mg of emavusertib in these trials, which we had identified as the Recommended Phase 2 Dose, the trials may not demonstrate sufficient efficacy to warrant further development of emavusertib in patients with R/R AML or MDS.

Even if we are able to resolve the partial clinical hold, we may observe new safety events or have efficacy concerns in our trials, which may lead to future clinical holds, or necessitate additional or amended clinical trials, any of which could have a material adverse effect on our business, operations and prospects. In addition, we may not be able to obtain institutional review board committee or data safety monitoring board approvals for these trials as a result of the partial clinical hold or any related risks, even if the partial clinical hold is ultimately lifted, which could further delay our ability to open new trial sites and enroll patients into the clinical trials. Any delay in enrolling patients or our inability to resume, continue or complete our monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of our TakeAim Leukemia Phase 1/2 trials of emavusertib, as a result of the partial clinical hold or otherwise, will delay or may cause us to terminate our clinical development plans for emavusertib in patients with R/R AML or MDS, may require us to incur additional clinical development costs, may slow down our product candidate development and approval process, and could impair our ability to ultimately obtain FDA approval for emavusertib in patients with R/R AML or MDS and commence product sales and generate revenue, any of which could materially adversely affect our business, prospects, financial condition and operations. In addition, any material adverse impact on our business, financial condition, prospects or operations related to the partial clinical hold on the monotherapy expansion phase (Phase 2a) and the combination therapy phase (Phase 1b) of our TakeAim Leukemia Phase 1/2 trial could also materially adversely affect our ability to advance our other product candidates.

If we fail to meet the requirements for continued listing on the Nasdaq Global Market, our common stock could be delisted from trading, which would decrease the liquidity of our common stock and our ability to raise additional capital.

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Our common stock is currently listed on the Nasdaq Global Market. We are required to meet specified requirements to maintain our listing on the Nasdaq Global Market, including a minimum market value of listed securities of $50.0 million, a minimum bid price of $1.00 per share for our common stock, and other continued listing requirements.

On October 21, 2022, we received a deficiency letter from the Listing Qualifications Department, or the Staff, of the Nasdaq Stock Market that notified us that, for the last 30 consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1), or the Bid Price Rule. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), or the Compliance Period Rule, we have an initial period of 180 calendar days, or until April 19, 2023, or the Compliance Date, to regain compliance with the minimum bid price requirement by maintaining a minimum bid price of at least $1.00 for a minimum of ten consecutive business days. If, at any time before the Compliance Date, the bid price for our common stock closes at $1.00 or more for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Staff will provide written notification to us that we comply with the Bid Price Rule, unless the Staff exercises its discretion to extend this 10 day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

Although we have been able to regain compliance with the listing requirements within the manner and time periods prescribed by Nasdaq in the past, there can be no assurance that we will be able to maintain compliance with the Nasdaq continued listing requirements in the future or that we will be able to regain compliance with respect to any future deficiencies. If we fail to satisfy the Nasdaq Global Market’s continued listing requirements, we may transfer to the Nasdaq Capital Market, which generally has lower financial requirements for initial listing, to avoid delisting. However, we may not be able to satisfy the initial listing requirements for the Nasdaq Capital Market. A transfer of our listing to the Nasdaq Capital Market could adversely affect the liquidity of our common stock. Any such event could make it more difficult to dispose of, or obtain accurate quotations for the price of, our common stock, and there also would likely be a reduction in our coverage by securities analysts and the news media, which could cause the price of our common stock to decline further. We may also face other material adverse consequences in such event, such as negative publicity, a decreased ability to obtain additional financing, diminished investor and/or employee confidence, and the loss of business development opportunities, some or all of which may contribute to a further decline in our stock price.

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Item 6.    Exhibits

Exhibit Number	Description
10.1 *	Employment Agreement, entered into on August 4, 2022, by and between Curis, Inc. and Diantha Duvall
31.1 *	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
31.2 *	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
32.1 *	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350
32.2 *	Certification of the Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350
101.INS *	InLine XBRL Instance Document
101.SCH *	InLine XBRL Taxonomy Extension Schema Document
101.CAL *	InLine XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	InLine XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *	InLine XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	InLine XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File

* Filed herewith

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Signatures

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 thereunto duly authorized.

		CURIS, INC.
Dated:	November 9, 2022	By:	/S/ JAMES E. DENTZER
			James E. Dentzer
			President and Chief Executive Officer
			(Principal Executive Officer)
		CURIS, INC.
		By:	/S/ DIANTHA DUVALL
			Diantha Duvall
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

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EX-10.1

EXHIBIT 10.1

EMPLOYMENT AGREEMENT - DUVALL

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of August 4, 2022, is entered into by and between Curis, Inc., a Delaware corporation (the “Company”), and Diantha Duvall (the “Employee”).

WHEREAS, the Company desires to continue to employ the Employee, and the Employee desires to continue to be employed by the Company on the revised terms set forth in this Agreement. In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Term of Employment. The Company hereby agrees to continue to employ the Employee, and the Employee hereby accepts continued employment with the Company, upon the terms set forth in this Agreement, for the period commencing on August 5, 2022 (the “Commencement Date”) and continuing until terminated in accordance with the provisions of Section 4 (the “Employment Period”). During the Employment Period, the Employee shall be an at-will employee of the Company and the Employee’s employment and the Employment Period shall be freely terminable by either party, for any reason, at any time, with or without cause or notice, subject to the provisions set forth in Section 4 below.

2.Position.

(a)The Employee shall serve as Chief Financial Officer, Treasurer and Assistant Secretary of the Company. The Employee shall have such duties and authority consistent with her position as may be assigned from time to time by the President and Chief Executive Officer of the Company. The Employee shall report to, and be subject to the supervision of, the President and Chief Executive Officer. The Employee agrees to devote her entire business time to the business and interests of the Company during the Employment Period, provided, however, that the Employee may serve on up to two Boards of Directors (whether for-profit or not-for-profit) as long as such activities do not, alone or in the aggregate, materially interfere with the performance of the Employee’s duties under this Agreement, as determined in good faith by the President and Chief Executive Officer of the Company and do not otherwise violate any restrictive covenants applicable to the Employee or any other written agreement between the Company and the Employee.

(b)The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.

3.Compensation and Benefits.

1.1Salary. During the Employment Period, the Company shall pay the Employee, in periodic installments in accordance with the Company’s customary payroll practices, a base salary of $18,400 per bi-weekly pay period (based upon 26 bi-weekly pay periods per annum, equal to $478,400 per annum). Such salary shall be subject to annual review by the Board of Directors of the Company (the “Board”) and/or the Compensation Committee of the Board (the “Compensation Committee”).

1.2Equity Compensation. The Board or the Compensation Committee may award stock options or other equity compensation to the Employee from time to time in their sole discretion. The Employee may be eligible for an annual performance equity-based award in connection with the Company’s annual performance equity award cycle.

1.3Bonus; Cash Incentives.

(a)The Compensation Committee has the authority to award discretionary annual cash bonuses to the executive officers of the Company, including the Employee. Any bonus awarded shall be based on the achievement of specific objectives and other factors established by the Board or the Compensation Committee. Such bonus (if any) will be paid in the form of cash or capital stock, as determined by the Compensation Committee. Upon the determination of the Compensation Committee, acting in its sole discretion, the Employee may be entitled to receive an annual bonus. The target bonus amount for which the Employee shall be eligible is forty percent (40%) of her base salary.

(b)Any bonus or cash incentive awarded to Employee will be paid on or before March 15 of the calendar year immediately following the year for which the bonus or cash incentive was earned.

1.1Fringe Benefits. The Employee shall be entitled to participate in all medical and other benefit programs that the Company establishes and makes available to its employees, if any, to the extent that the Employee’s position, tenure, salary, age, health and other qualifications make her eligible to participate. This comprehensive program currently covers medical and dental benefits, life and disability insurances, and a Section 125 Plan. The Employee will also be eligible to participate in the Company’s 401(k) Plan. The Employee shall be entitled to three weeks’ paid vacation per year subject to the Company’s policies for accrual and use.

1.2Reimbursement of Expenses. The Company shall reimburse the Employee for all reasonable travel, entertainment and other expenses incurred or paid by the Employee in connection with, or related to, the performance of her duties, responsibilities or services under this Agreement, upon presentation by the Employee of documentation, expense statements, receipts, vouchers and/or such other supporting information as the Company may request, provided, however, that the maximum amount available for such travel, entertainment and other expenses may be fixed in advance by the Company.

1.3Tax Services Fees.

(c)The Company shall reimburse the Employee for reasonable documented tax and professional services expenses, up to a maximum of seven thousand five hundred ($7,500) dollars per year, incurred by the Employee in connection with the preparation of the Employee’s personal income tax returns and estate planning (the “Professional Services Fees”).

(d)The Company shall pay the Employee a gross up payment equal to the sum of any Federal and State Income Taxes and Social Security and Medicare Employment Taxes (collectively, the “Taxes”) payable with respect to the Professional Services Fees, plus such additional Taxes as may be imposed on the Employee attributable to the receipt of such gross up payment. Any such payment for Taxes shall be made no later than 60 days following the end of the year in which the Employee remits the Taxes.

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1.4Withholding. All salary, bonus, severance, and other compensation payable to the Employee shall be subject to applicable withholdings.

4.Termination of Employment.

(a)The Company has the right to terminate the Employee’s employment under this Agreement, by notice to the Employee in writing (i) for Cause (as defined below), (ii) without Cause for any or no reason, or (iii) due to the Disability (as defined below) of the Employee. Any such termination shall be effective upon the date of such notice to the Employee, or such other date as may be specified in such notice, in the case of termination for Cause or termination due to Disability, and upon 30 days’ prior written notice to the Employee in the case of termination without Cause for any or no reason.

(b)Employee’s employment under this Agreement shall terminate immediately upon the Employee’s death.

(c)The Employee shall have the right to terminate her employment under this Agreement (i) for any reason or no reason upon 30 days’ prior written notice to the Company or (ii) for Good Reason (as defined below).

(d)As used in this Agreement, the terms below shall have the following meanings:

(i)“Cause” means (a) a good faith finding by the Company of the Employee’s failure or refusal to substantially perform her duties or the Employee’s continued neglect to perform such duties to the full extent of her abilities for reasons other than death, physical or mental incapacity, (b) a good faith finding by the Company of the Employee’s failure to perform her duties as assigned to her by the Board, or the President and Chief Executive Officer of the Company, (c) a good faith finding by the Company of dishonesty, gross negligence, or misconduct, (d) conviction or the entry of a pleading of guilty or nolo contendere to any crime or felony, or (e) any breach or threatened breach of any confidentiality, non-solicitation, or inventions agreement with the Company. For purposes of determining “Cause” during the 12 months following the consummation of a Change in Control Event, “Cause” shall instead be determined as provided in Section 10(c)(1)(C) of the Company’s Fourth Amended and Restated 2010 Stock Incentive Plan, as amended or replaced from time to time, provided that this Agreement’s definition shall apply if no such definition appears in the then current equity plan.

(ii)“Good Reason” shall mean (a) any material diminution in the Employee’s authority, duties or responsibilities, or a requirement that she be required to report to someone other than the Chief Executive Officer or the Board of Directors; (b) any material reduction in her annual base salary; (c) any material breach by the Company of this Agreement; or (d) any requirement by the Company or of any person in control of the Company that the location at which the Employee performs her principal duties for the Company be changed to a new location that is more than 40 miles from the current principal location of the Company, provided that (i) the Employee provides the Company with notice of the condition described above within 90 days after the initial existence of the condition; (ii) such condition is not remedied by the Company within 30 days after receiving the notice and (iii) the Employee separates from service with the Company no later than 30 days following the last day of the cure period in clause (ii).

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(iii)“Change in Control Event” shall mean:

(A)The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control Event: (1) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (2) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (3) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (C) of this definition; or

(B)Such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the date of the initial adoption of this Agreement by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; or

(C)The consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock or other common equity and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation or other form of entity in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation or entity is referred to herein as

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the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 50% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination).

Notwithstanding the foregoing, where required to avoid extra taxation under Section 409A, a Change in Control must also satisfy the requirements of Treas. Reg. Section 1.409A-3(a)(5).

(iv)“Disability” shall be deemed to have occurred when the Employee shall have been unable to perform her duties by reason of illness or incapacity for a period of 120 consecutive days in any period of 52 consecutive weeks, as determined in good faith by the Board in accordance with applicable law.

5.Compensation upon Termination.

(a)In the event the Employee’s employment is terminated by the Company for Cause, by the Employee without Good Reason or due to the death or Disability of the Employee, the Company shall pay to the Employee (i) any earned but unpaid base salary and, to the extent consistent with general Company policy or applicable law, accrued but unused vacation/paid time off through and including the date the Employee’s employment with the Company ends, to be paid in accordance with the Company’s regular payroll practices and with applicable law but no later than the next regularly scheduled pay period, (ii) unreimbursed business expenses in accordance with the Company’s policies for which expenses the Employee has provided appropriate documentation, to be paid in accordance with Section 14.2, and (iii) any amounts or benefits to which the Employee is then entitled under the terms of the benefit plans (other than severance) then sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A as defined below)). Medical/dental insurance as an Employee of the Company will cease upon the date employment ends (or such later date as the insurance policies provide), and the Employee will be eligible for continuation of such coverage pursuant to COBRA at her expense except as provided below (or prohibited under COBRA).

(b)In the event the Employee’s employment terminates as a result of a termination by the Employee for Good Reason, or a termination by the Company without Cause (except for a termination covered by 5(c)), in addition to the compensation and benefits described in Section 5(a), (i) the Employee shall receive payments equal to nine months of the Employee’s then base salary ratably over a period of nine months in accordance with the Company’s then current payroll policies and practices, and a payment equal in amount to her target bonus for the year of termination, pro-rated to reflect days elapsed from the beginning of the bonus year to the date of termination over 365 and paid on or around the date of the first installment of the salary-based severance, and (ii) the Company will pay any difference between the COBRA premium and the amount the Employee would otherwise be responsible for with respect to the medical and dental coverage elected for a period of nine months from the date such termination or as

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long as the Employee is eligible for and elects to be covered by COBRA, whichever period is shorter. At the end of this period, the Employee is eligible to continue coverage for the balance of the statutory period under COBRA, provided that the Employee pays the COBRA premium. Notwithstanding the foregoing, the Company may end the payment of premiums earlier (but not the Employee’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations are reasonably likely to cause the payment of these premiums to trigger taxes or penalties on the Company or other participants or, to the extent the Employee would be taxed on more than the amount of the premiums, to the Employee.

(c)In the event that, within 12 months following a Change in Control Event, the Employee’s employment terminates as a result of a termination by the Employee for Good Reason, or a termination by the Company or its successor without Cause, in addition to the compensation and benefits described in Section 5(a), the Employee shall receive (i) one times the sum of (x) the Employee’s then base salary (or if the base salary was reduced within 12 months following a Change in Control Event from the level in effect immediately before the consummation of that event, the level before such reduction) and (y) an amount equal to the full target bonus for the year of termination, such sum to paid ratably over a period of 12 months in accordance with the Company’s then current payroll policies and practices and (ii) an amount equal to a portion of the same year’s target bonus, pro-rated to reflect days elapsed from the beginning of the bonus year to the date of termination over 365, with the payment in clause (ii) to be made on or around the date of the first installment of the payments under clause (i). If severance is due under the proceeding sentence, the Company will also pay any difference between the COBRA premium and the amount the Employee would otherwise be responsible for with respect to the medical and dental coverage elected for a period of 12 months from the date of such termination or as long as the Employee is eligible for and elects to be covered by COBRA, whichever period is shorter. At the end of this period, the Employee is eligible to continue coverage for the balance of the statutory period under COBRA, provided that the Employee pays the COBRA premium. Notwithstanding the foregoing, the Company may end the payment of premiums earlier (but not the Employee’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations are reasonably likely to cause the payment of these premiums to trigger taxes or penalties on the Company or other participants or, to the extent the Employee would be taxed on more than the amount of the premiums, to the Employee. The benefits provided under this Section 5(c) shall be in lieu of any benefits to which the Employee would have otherwise been entitled pursuant to Section 5(b) of this Agreement.

(d)The receipt of any severance benefits provided for under this Agreement or otherwise shall be dependent upon the Employee’s delivery to the Company of an effective general release of claims in a form provided by the Company. Such release must be delivered and become irrevocable within 60 days (or such shorter period as the Company may specify at the time) of the date of the Employee’s termination of employment. Payment of the benefits shall be made or commence no later than the first payroll period following the date on which the release becomes irrevocable. Notwithstanding the foregoing, if the 60th day following the termination of employment occurs in the calendar year following the year of the Employee’s termination of employment then the severance payments shall not be made or commence prior to January 1 of the year following such termination of employment, and in any event, payment of benefits under this subparagraph shall be subject to the provisions of Section 14 to the extent applicable.

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(e)The benefits provided for the Employee under this Agreement shall be the sole payments and benefits for which the Employee shall be eligible at the conclusion of her employment with the Company for any reason (other than as provided under the terms of any equity compensation plans or awards) and shall supersede any and all prior agreements or arrangements for post-termination benefits or severance.

6.Notices. All notices, instructions, demands, claims, requests and other communications given hereunder or in connection herewith shall be in writing. Any such communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) via a reputable nationwide overnight courier service, in each case to the address set forth below. Any such communication shall be deemed to have been delivered two business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service.

To the Company:	Curis, Inc. 128 Spring Street, Building C – Suite 500 Lexington, MA 02421 Facsimile: (617) 503-6501 Attention: Chief Executive Officer
To the Employee:	The Employee’s home address as reflected on the Company’s personnel records

Either party hereto may give any notice, instruction, demand, claim, request or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such communication shall be deemed to have been duly given unless and until it actually is received by the party for which it is intended. Either party hereto may change the address to which notices, instructions, demands, claims, requests and other communications hereunder are to be delivered by giving the other party hereto notice in the manner set forth in this Section 6.

7.Entire Agreement. This Agreement supersedes all prior agreements, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled (other than the Non-disclosure and Assignment of Inventions Agreement dated July 27, 2022 by and between Employee and the Company).

8.Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee.

9.Governing Law. Except as set forth in Section 13.14, the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to principles of conflicts of laws. Except as set forth in Section 13.16, any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of the Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts), and the Company and the Employee each consents to the jurisdiction of such a court.

10.Successors and Assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform the Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in the Agreement, “Company” shall mean the Company as defined above

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and any successor to its business or assets as aforesaid which assumes and agrees to perform the Agreement, by operation of law or otherwise.

11.Miscellaneous.

1.1No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

1.2The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

1.3In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

12.No Duty to Seek Employment. The Employee and the Company acknowledge and agree that nothing contained in this Agreement shall be construed as requiring the Employee to seek or accept alternative or replacement employment in the event of her termination of employment by the Company for any reason, and no payment or benefit payable hereunder shall be conditioned on the Employee’s seeking or accepting such alternative or replacement employment.

13.Indemnification. Until the later of (1) six years after the date that the Employee shall have ceased to serve as an employee or officer of the Company or, at the request of the Company, as a director, officer, partner, trustee, member, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise or (2) the final termination of all Proceedings (as defined below) pending on the date set forth in clause (1) in respect of which the Employee is granted rights of indemnification or advancement of Expenses (as defined below) hereunder and of any proceeding commenced by the Employee pursuant to Section 13.8 of this Agreement relating thereto, the Company shall provide indemnification to the Employee as follows:

1.4Indemnification in Third-Party Proceedings. The Company shall indemnify the Employee in accordance with the provisions of this Section 13.1 if the Employee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the Employee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee in connection with such Proceeding, if the Employee acted in good faith and in a manner which the Employee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee did not act in good faith and in a manner which the Employee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceeding, had reasonable cause to believe that her conduct was unlawful.

1.5Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify the Employee in accordance with the provisions of this Section 13.2 if the Employee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Employee’s Corporate Status (as defined below) or by reason of any action alleged to have been taken or

8

omitted in connection therewith, against all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee in connection with such Proceeding, if the Employee acted in good faith and in a manner which the Employee reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification shall be made under this Section 13.2 in respect of any claim, issue, or matter as to which the Employee shall have been adjudged to be liable to the Company, unless, and only to the extent, that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, the Employee is fairly and reasonably entitled to indemnity for such Expenses as the Court of Chancery or such other court shall deem proper.

1.6Exceptions to Right of Indemnification. Notwithstanding anything to the contrary in this Agreement, except as set forth in Section 13.8, the Company shall not indemnify the Employee in connection with a Proceeding (or part thereof) initiated by the Employee unless the initiation thereof was approved by the Board. Notwithstanding anything to the contrary in this Agreement, the Company shall not indemnify the Employee to the extent the Employee is reimbursed from the proceeds of insurance, and in the event the Company makes any indemnification payments to the Employee and the Employee is subsequently reimbursed from the proceeds of insurance, the Employee shall promptly refund such indemnification payments to the Company to the extent of such insurance reimbursement.

1.7Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Employee has been successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein, the Employee shall be indemnified against all Expenses incurred by or on behalf of Employee in connection therewith. Without limiting the foregoing, if any Proceeding or any claim, issue or matter therein is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Employee, (ii) an adjudication that the Employee was liable to the Company, (iii) a plea of guilty or nolo contendere by the Employee, (iv) an adjudication that Employee did not act in good faith and in a manner the Employee reasonably believed to be in or not opposed to the best interests of the Company, and (v) with respect to any criminal proceeding, an adjudication that the Employee had reasonable cause to believe her conduct was unlawful, the Employee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

1.8Notification and Defense of Claim. As a condition precedent to the Employee’s right to be indemnified, the Employee must notify the Company in writing as soon as practicable of any Proceeding for which indemnity will or could be sought. With respect to any Proceeding of which the Company is so notified, the Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Employee. After notice from the Company to the Employee of its election so to assume such defense, the Company shall not be liable to the Employee for any legal or other expenses subsequently incurred by the Employee in connection with such Proceeding, other than as provided below in this Section 13.5. The Employee shall have the right to employ her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Employee unless (i) the employment of counsel by the Employee has been authorized by the Company, (ii) counsel to the Employee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Employee in the conduct of the defense of such Proceeding or (iii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Employee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without the

9

consent of the Employee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Employee shall have reasonably made the conclusion provided for in clause (ii) above. The Company shall not be required to indemnify the Employee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Employee without the Employee’s written consent. Neither the Company nor the Employee will unreasonably withhold or delay their consent to any proposed settlement.

1.9Advancement of Expenses. Subject to the provisions of Section 13.7 of this Agreement, in the event that the Company does not assume the defense pursuant to Section 13.5 of this Agreement of any Proceeding of which the Company receives notice under this Agreement, any Expenses incurred by or on behalf of the Employee in defending such Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding; provided, however, that the payment of such Expenses incurred by or on behalf of the Employee in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Employee to repay all amounts so advanced in the event that it shall ultimately be determined that the Employee is not entitled to be indemnified by the Company as authorized in this Agreement. Such undertaking shall be accepted without reference to the financial ability of the Employee to make repayment.

1.10Procedure for Indemnification. In order to obtain indemnification or advancement of Expenses pursuant to Sections 13.1, 13.2, 13.4 or 13.6 of this Agreement, the Employee shall submit to the Company a written request. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 30 days after receipt by the Company of the written request of the Employee, unless with respect to requests under Sections 13.1, 13.2 or 13.6 the Company determines within such 30-day period that the Employee did not meet the applicable standard of conduct set forth in Section 13.1 or 13.2, as the case may be. Such determination, and any determination that advanced Expenses must be repaid to the Company, shall be made in each instance (i) by a majority vote of the directors of the Company consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (ii) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (iii) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Company) in a written opinion, or (iv) by the stockholders of the Company.

1.11Remedies. The right to indemnification or advancement of Expenses as provided by this Agreement shall be enforceable by the Employee in any court of competent jurisdiction. Unless otherwise required by law, the burden of proving that indemnification is not appropriate shall be on the Company. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Employee has met the applicable standard of conduct, nor an actual determination by the Company pursuant to Section 13.7 that the Employee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Employee has not met the applicable standard of conduct. The Employee’s expenses (of the type described in the definition of “Expenses” below) reasonably incurred in connection with successfully establishing the Employee’s right to indemnification, in whole or in part, in any such Proceeding shall also be indemnified by the Company.

1.12Partial Indemnification. If the Employee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee in connection with any Proceeding but not, however, for the total

10

amount thereof, the Company shall nevertheless indemnify the Employee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Employee is entitled.

1.13Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Employee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

1.14Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Employee may be entitled under the Company’s Certification of Incorporation, the By-Laws, any other agreement, any vote of stockholders or disinterested directors, the General Corporation Law of Delaware, any other law (common or statutory), or otherwise, both as to action in the Employee’s official capacity and as to action in another capacity while holding office for the Company. Nothing contained in this Agreement shall be deemed to prohibit the Company from purchasing and maintaining insurance, at its expense, to protect itself or the Employee against any expense, liability or loss incurred by it or the Employee in any such capacity, or arising out of the Employee’s status as such, whether or not the Employee would be indemnified against such expense, liability or loss under this Agreement; provided that the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Employee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

1.15Definitions. As used in this Section 13:

(a)The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternative dispute resolution proceeding, administrative hearing or other proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and any appeal therefrom.

(b)The term “Corporate Status” shall mean the status of a person who is or was a director or officer of the Company, or is or was serving, or has agreed to serve, at the request of the Company, as a director, officer, partner, trustee, member, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise.

(c)The term “Expenses” shall include, without limitation, attorneys’ fees, retainers, court costs, transcript costs, fees and expenses of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and other disbursements or expenses of the types customarily incurred in connection with investigations, judicial or administrative proceedings or appeals, but shall not include the amount of judgments, fines or penalties against the Employee or amounts paid in settlement in connection with such matters.

(d)References to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interests of the

11

participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

1.16Savings Clause. If this Section 13 or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify the Employee as to Expenses, judgments, fines, penalties and amounts paid in settlement with respect to any Proceeding to the full extent permitted by any applicable portion of this Section 13 that shall not have been invalidated and to the fullest extent permitted by applicable law.

1.17Applicable Law. Notwithstanding anything herein to the contrary, this Section 13 shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. The Employee may elect to have the right to indemnification or reimbursement or advancement of Expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time such indemnification or reimbursement or advancement of Expenses is sought. Such election shall be made, by a notice in writing to the Company, at the time indemnification or reimbursement or advancement of Expenses is sought; provided, however, that if no such notice is given, and if the General Corporation Law of Delaware is amended, or other Delaware law is enacted, to permit further indemnification of the directors and officers, then the Employee shall be indemnified to the fullest extent permitted under the General Corporation Law, as so amended, or by such other Delaware law, as so enacted.

1.18Enforcement. The Company expressly confirms and agrees that it has entered into this Agreement in order to induce the Employee to continue to serve as an officer of the Company, among other things, and acknowledges that the Employee is relying upon this Agreement in continuing in such capacity.

1.19Consent to Suit. In the case of any dispute under or in connection with this Section 13, the Employee may only bring suit against the Company in the Court of Chancery of the State of Delaware. The Employee hereby consents to the exclusive jurisdiction and venue of the courts of the State of Delaware, and the Employee hereby waives any claim the Employee may have at any time as to forum non conveniens with respect to such venue. The Company shall have the right to institute any legal action arising out of or relating to this Section 13 in any court of competent jurisdiction. Any judgment entered against either of the parties in any proceeding hereunder may be entered and enforced by any court of competent jurisdiction.

14.Section 409A of the Internal Revenue Code.

1.20The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Employee under Section 5:

(e)It is intended that each installment of the payments and benefits provided under Section 5 shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A;

(f)If, as of the date of the “separation from service” of the Employee from the Company, the Employee is not a “specified employee” (each within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 5; and

12

(g)If, as of the date of the “separation from service” of the Employee from the Company, the Employee is a “specified employee” (each, for purposes of this Agreement, within the meaning of Section 409A), as determined by the Company in accordance with its procedures, by which determination the Employee hereby agrees that she is bound, then:

(i)Each installment of the payments and benefits due under Section 5 that are paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A. For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day of the third month following the end of the Employee’s tax year in which the Employee’s separation from service occurs and the 15th day of the third month following the end of the Company’s tax year in which the Employee’s separation from service occurs;

(ii)Each installment of the payments and benefits due under Section 5 that is not paid within the Short-Term Deferral Period and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Employee of the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, 10 days following the death of the Employee), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee’s separation from service (or, with respect to payment after death, as soon as reasonably practicable and within the time limits permitted by Section 409A), and any remaining payments will be paid on their original schedule and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service) or Treasury Regulation 1.409A-1(b)(9)(iv) (relating to reimbursements and certain other separation payments). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Employee following the taxable year of the Employee in which the separation from service occurs. A comparable six month delay will apply to any other payments and benefits received by Employee under other compensatory arrangements if and to the extent required for compliance with Section 409A.

(a)The determination of whether and when the Employee’s separation from service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this subsection (d), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

1.21All payments and benefits provided under this Agreement are intended to either comply with or be exempt from Section 409A and this Agreement shall be administered and construed accordingly. The Company makes no representations or warranty and shall have no liability to the Employee or any other person if any payments made under this Agreement are determined to

13

constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

15.Parachute Treatment. Notwithstanding any other provision of this Agreement to the contrary, if payments made hereunder or otherwise are considered “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such excess parachute payments plus any other payments made by the Company and its affiliates that the Employee is entitled to receive that are considered excess parachute payments shall be limited to the greatest amount that may be paid to the Employee under Section 280G of the Code without causing any loss of deduction to the Company under such Code Section, but only if, by reason of such reduction, the “Net After Tax Benefit” (as defined below) to the Employee shall exceed the net after tax benefit if such reduction was not made. “Net After Tax Benefit” for purposes of this Agreement shall mean the sum of (i) the total amounts payable to the Employee that would constitute an “excess parachute payment” within the meaning of Section 280G of the Code less (ii) the amount of federal, state and other income taxes payable with respect to the foregoing calculated at the maximum marginal tax rate for each year in which the foregoing shall be paid to the Employee (based upon the rate in effect for such year as set forth in the Code at the time of termination of employment or the applicable change in control), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described above by Section 4999 of the Code. The determination of whether payments would be considered excess parachute payments and the calculation of all the amounts referred to in this section shall be made reasonably and in good faith by the parties, provided, that if the parties cannot agree, then such determination (and supporting calculations) shall be made by attorneys, accountants, or an executive compensation consulting firm each as selected by the Company at the expense of the Company (the “280G Service Providers”). Any determination by the 280G Service Providers made in good faith shall be binding upon the Company and the Employee.

16.Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of August 4, 2022.

Signatures on Following Page

14

CURIS, INC.

By: /s/ James E. Dentzer

Name: James E. Dentzer
Title: President and Chief Executive Officer

EMPLOYEE

By: /s/ Diantha Duvall

    Diantha Duvall

15

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT

I, James E. Dentzer, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Curis, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 9, 2022	/S/ JAMES E. DENTZER
		James E. Dentzer
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT

I, Diantha Duvall, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Curis, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 9, 2022	/S/ DIANTHA DUVALL
		Diantha Duvall
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(b) OF THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Curis, Inc. (the “Company”) for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James E. Dentzer, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 9, 2022	/S/ JAMES E. DENTZER
		James E. Dentzer
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b) OF THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Curis, Inc. (the “Company”) for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Diantha Duvall, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 9, 2022	/S/ DIANTHA DUVALL
		Diantha Duvall
		Chief Financial Officer
		(Principal Financial Officer)

XML

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 02, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	000-30347
Entity Registrant Name	CURIS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3505116
Entity Address, Address Line One	128 Spring Street
Entity Address, Address Line Two	Building C - Suite 500
Entity Address, City or Town	Lexington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02421
City Area Code	617
Local Phone Number	503-6500
Title of 12(b) Security	Common Stock, Par Value $0.01 per share
Trading Symbol	CRIS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		96,398,360
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001108205
Current Fiscal Year End Date	--12-31

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 29,851	$ 40,014
Short-term investments	68,838	75,870
Accounts receivable	2,886	3,224
Prepaid expenses and other current assets	4,142	3,267
Total current assets	105,717	122,375
Long-term investments	0	23,964
Property and equipment, net	780	505
Restricted cash, long-term	635	726
Operating lease right-of-use asset	4,718	5,749
Other assets	2,022	0
Goodwill	8,982	8,982
Total assets	122,854	162,301
Current liabilities:
Accounts payable	5,756	6,417
Accrued liabilities	6,883	6,339
Current portion of operating lease liability	1,103	682
Total current liabilities	13,742	13,438
Long-term operating lease liability	3,098	4,358
Liability related to the sale of future royalties, net	50,269	53,798
Total liabilities	67,109	71,594
Stockholders’ equity:
Common stock, $0.01 par value—227,812,500 shares authorized; 96,398,360 shares issued and outstanding at September 30, 2022; 227,812,500 shares authorized; 91,645,369 shares issued and outstanding at December 31, 2021	964	916
Additional paid-in capital	1,192,927	1,182,225
Accumulated deficit	(1,137,667)	(1,092,325)
Accumulated other comprehensive loss	(479)	(109)
Total stockholders’ equity	55,745	90,707
Total liabilities and stockholders’ equity	$ 122,854	$ 162,301

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock par value (in dollars per share)	$ 0.01	$ 0.01
Common stock authorized (in shares)	227,812,500	227,812,500
Common stock issued (in shares)	96,398,360	91,645,369
Common stock outstanding (in shares)	96,398,360	91,645,369

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues, net:
Total revenues, net	$ 2,825	$ 3,039	$ 7,275	$ 7,514
Costs and expenses:
Cost of royalty revenues	62	151	186	376
Research and development	10,813	8,602	34,571	24,112
General and administrative	4,556	4,334	15,318	12,524
Total costs and expenses	15,431	13,087	50,075	37,012
Loss from operations	(12,606)	(10,048)	(42,800)	(29,498)
Other expense:
Interest income	335	54	577	158
Imputed interest expense related to the sale of future royalties	(1,023)	(1,057)	(3,120)	(3,366)
Other income (expense), net	0	0	0	890
Total other expense	(688)	(1,003)	(2,543)	(2,318)
Net loss	$ (13,294)	$ (11,051)	$ (45,343)	$ (31,816)
Net loss per common share (basic ) (in dollars per share)	$ (0.14)	$ (0.12)	$ (0.49)	$ (0.35)
Net loss per common share (diluted) (in dollars per share)	$ (0.14)	$ (0.12)	$ (0.49)	$ (0.35)
Weighted average common shares (basic) (in shares)	93,791,178	91,601,362	92,370,359	91,552,433
Weighted average common shares (diluted) (in shares)	93,791,178	91,601,362	92,370,359	91,552,433
Net loss	$ (13,294)	$ (11,051)	$ (45,343)	$ (31,816)
Other comprehensive income:
Unrealized gain (loss) on marketable securities	76	0	(370)	0
Comprehensive loss	(13,218)	(11,051)	(45,713)	(31,816)
Royalties
Revenues, net:
Total revenues, net	2,843	3,058	7,377	7,593
Other revenue
Revenues, net:
Total revenues, net	0	0	0	1
Contra revenue, net
Revenues, net:
Total revenues, net	$ (18)	$ (19)	$ (102)	$ (80)

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income
Beginning balance (in shares) at Dec. 31, 2020		91,502,461
Beginning balance at Dec. 31, 2020	$ 130,670	$ 915	$ 1,176,647	$ (1,046,889)	$ (3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Recognition of stock-based compensation	1,099		1,099
Exercise of stock options (in shares)		31,811
Exercise of stock options	79	$ 1	78
Unrealized gain (loss) on marketable securities	(6)				(6)
Net loss	(9,927)			(9,927)
Ending balance (in shares) at Mar. 31, 2021		91,534,272
Ending balance at Mar. 31, 2021	121,915	$ 916	1,177,824	(1,056,816)	(9)
Beginning balance (in shares) at Dec. 31, 2020		91,502,461
Beginning balance at Dec. 31, 2020	130,670	$ 915	1,176,647	(1,046,889)	(3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(31,816)
Ending balance (in shares) at Sep. 30, 2021		91,609,165
Ending balance at Sep. 30, 2021	102,909	$ 916	1,180,701	(1,078,705)	(3)
Beginning balance (in shares) at Mar. 31, 2021		91,534,272
Beginning balance at Mar. 31, 2021	121,915	$ 916	1,177,824	(1,056,816)	(9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Recognition of stock-based compensation	1,275		1,275
Issuance of stock under Employee Stock Purchase Plan (in shares)		20,791
Issuance of stock under Employee Stock Purchase Plan	68		68
Exercise of stock options (in shares)		41,306
Exercise of stock options	48		48
Unrealized gain (loss) on marketable securities	6				6
Net loss	(10,838)			(10,838)
Ending balance (in shares) at Jun. 30, 2021		91,596,369
Ending balance at Jun. 30, 2021	112,474	$ 916	1,179,215	(1,067,654)	(3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Recognition of stock-based compensation	1,464		1,464
Exercise of stock options (in shares)		12,796
Exercise of stock options	22		22
Net loss	(11,051)			(11,051)
Ending balance (in shares) at Sep. 30, 2021		91,609,165
Ending balance at Sep. 30, 2021	$ 102,909	$ 916	1,180,701	(1,078,705)	(3)
Beginning balance (in shares) at Dec. 31, 2021	91,645,369	91,645,369
Beginning balance at Dec. 31, 2021	$ 90,707	$ 916	1,182,225	(1,092,325)	(109)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Recognition of stock-based compensation	1,718		1,718
Unrealized gain (loss) on marketable securities	(342)				(342)
Net loss	(16,109)			(16,109)
Ending balance (in shares) at Mar. 31, 2022		91,645,369
Ending balance at Mar. 31, 2022	$ 75,974	$ 916	1,183,943	(1,108,434)	(451)
Beginning balance (in shares) at Dec. 31, 2021	91,645,369	91,645,369
Beginning balance at Dec. 31, 2021	$ 90,707	$ 916	1,182,225	(1,092,325)	(109)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	0
Net loss	$ (45,343)
Ending balance (in shares) at Sep. 30, 2022	96,398,360	96,398,360
Ending balance at Sep. 30, 2022	$ 55,745	$ 964	1,192,928	(1,137,668)	(479)
Beginning balance (in shares) at Mar. 31, 2022		91,645,369
Beginning balance at Mar. 31, 2022	75,974	$ 916	1,183,943	(1,108,434)	(451)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Recognition of stock-based compensation	1,966		1,966
Issuance of stock under Employee Stock Purchase Plan (in shares)		169,296
Issuance of stock under Employee Stock Purchase Plan	149	$ 2	147
Unrealized gain (loss) on marketable securities	(104)				(104)
Net loss	(15,940)			(15,940)
Ending balance (in shares) at Jun. 30, 2022		91,814,665
Ending balance at Jun. 30, 2022	62,045	$ 918	1,186,056	(1,124,374)	(555)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares in connection with 2021 Sales Agreement, net of fees of $0.7 million for issuance of shares (in shares)		4,583,695
Issuance of shares in connection with 2021 Sales Agreement, net of fees of $0.7 million for issuance of shares	5,594	$ 46	5,548
Recognition of stock-based compensation	1,324		1,324
Unrealized gain (loss) on marketable securities	76				76
Net loss	$ (13,294)			(13,294)
Ending balance (in shares) at Sep. 30, 2022	96,398,360	96,398,360
Ending balance at Sep. 30, 2022	$ 55,745	$ 964	$ 1,192,928	$ (1,137,668)	$ (479)

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions	3 Months Ended
	Sep. 30, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Fees for Issuance of shares	$ 0.7

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (45,343)	$ (31,816)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	141	120
Non-cash lease expense	840	616
Stock-based compensation expense	5,008	3,838
Non-cash imputed interest expense related to the sale of future royalties	28	9
Net amortization of premiums and discounts on marketable securities	651	1,013
Gain on forgiveness of PPP Loan	0	(890)
Changes in operating assets and liabilities:
Accounts receivable	338	84
Prepaid expenses and other current assets	(875)	(1,870)
Other assets	(2,022)	0
Accounts payable and accrued and other liabilities	(187)	1,025
Operating lease liability	(648)	(1,577)
Total adjustments	3,274	2,368
Net cash used in operating activities	(42,069)	(29,448)
Cash flows from investing activities:
Purchase of investments	(49,419)	(70,977)
Sales and maturities of investments	79,395	26,605
Purchase of property and equipment	(416)	0
Net cash provided by (used in) investing activities	29,560	(44,372)
Cash flows from financing activities:
Proceeds from issuance of common stock associated with 2021 Sales Agreement, net of issuance costs	5,663	0
Proceeds from issuance of common stock under the Company's share-based compensation plan	149	217
Payment of liability of future royalties, net of imputed interest	(3,557)	(3,077)
Net cash provided by (used in) financing activities	2,255	(2,860)
Net decrease in cash and cash equivalents and restricted cash	(10,254)	(76,680)
Cash and cash equivalents and restricted cash, beginning of period	40,740	130,426
Cash and cash equivalents and restricted cash, end of period	30,486	53,746
Supplemental cash flow data:
Issuance costs in accrued expenses and accounts payable	69	0
Cash paid for interest	3,093	3,357
Decrease in right-of-use assets and operating lease liabilities resulting from lease modification	$ (191)	$ 0

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Nature of Business

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

Nature of Business

Curis, Inc. is a biotechnology company focused on the development of first-in-class and innovative therapeutics for the treatment of cancer. Throughout these Condensed Consolidated Financial Statements, Curis, Inc. and its wholly owned subsidiaries are collectively referred to as “the Company” or “Curis.”

The Company conducts its research and development programs both internally and through strategic collaborations. The Company has prioritized its lead clinical stage drug candidate emavusertib, previously CA-4948, an orally available small molecule inhibitor of Interleukin-1 receptor associated kinase 4 (“IRAK4”).

On November 9, 2022, the Company announced that to further advance the development of emavusertib, the Company is concentrating its resources to focus on and accelerate emavusertib. Resources will be reallocated to the emavusertib programs and resources dedicated to all other pipeline programs will be reduced. Deprioritization of other programs will enable a reduction of approximately 30% of the Company’s workforce. The Company’s deprioritized programs include: CI-8993, a monoclonal antibody designed to antagonize the V-domain Ig suppressor of T cell activation (“VISTA”) signaling pathway; fimepinostat, a small molecule that potently inhibits the activity of histone deacetylase and phosphotidyl-inositol 3 kinase enzymes; and CA-170, a small molecule antagonist of VISTA and PDL1. The Company's pre-clinical development candidates include CA-327, an orally available small molecule antagonist of PDL1 and TIM3.

The Company is party to a collaboration with Genentech Inc. (“Genentech”), a member of the Roche Group, under which Genentech and F. Hoffmann-La Roche Ltd (“Roche”) are commercializing Erivedge® (vismodegib), a first-in-class orally administered small molecule Hedgehog signaling pathway antagonist. Erivedge is approved for the treatment of advanced basal cell carcinoma (“BCC”).

In January 2015, the Company entered into an exclusive collaboration agreement with Aurigene Discovery Technologies Limited (“Aurigene”) for the discovery, development and commercialization of small molecule compounds in the areas of immuno-oncology and precision oncology, which was amended in September 2016 and February 2020.

In addition, the Company is a party to an option and license agreement with ImmuNext. Pursuant to the terms of the option and license agreement, the Company has an option, exercisable for a specified period as set forth in the option and license agreement, to obtain an exclusive license to develop and commercialize certain VISTA antagonizing compounds, including ImmuNext's lead compound, CI-8993, and products containing these compounds in the field of oncology.

The COVID-19 pandemic has had and may continue to have an adverse effect on the Company’s business, financial condition, results of operations, and prospects. With respect to ongoing clinical trials, the anticipated timing of enrollment and the overall timelines of the trials have experienced delays and could be further delayed to the extent the Company experiences further delays in enrollment due to the COVID-19 pandemic. In addition, the Company and its collaborators, third-party contract manufacturers, contract research organizations and clinical sites could experience delays or disruptions in supply and release of product candidates and/or procuring items that are essential for its research and development activities, including, for example, raw materials used in the manufacturing of its product candidates, basic medical and laboratory supplies used in its clinical trials or preclinical studies, or animals that are used for preclinical testing, in each case, for which there may be shortages or supply chain disruptions as a result of the continuing pandemic. The Company cannot be certain what the overall impact of the COVID-19 pandemic will be on its business.

The Company is subject to risks common to companies in the biotechnology industry as well as risks that are specific to the Company’s business, including, but not limited to: the Company’s ability to obtain adequate financing to fund its operations; the Company’s ability to advance and expand its research and development programs; the Company’s ability to execute on its overall business strategies; the Company’s ability to obtain and maintain necessary intellectual property protection; development by the Company’s competitors of new or better technological innovations; the Company’s ability to comply with regulatory requirements; the Company's ability to obtain and maintain applicable regulatory approvals and commercialize any approved product candidates; the impacts of the COVID-19 pandemic and responsive actions related thereto; the Company’s reliance on Roche and Genentech to successfully commercialize Erivedge in the approved indication of advanced BCC and to progress its clinical development in indications other than BCC; the ability of the Company and its wholly owned subsidiary, Curis Royalty, LLC (“Curis Royalty”) to satisfy the terms of the royalty interest purchase agreement (the “Oberland Purchase Agreement”) with TPC Investments I LP and TPC Investments II LP ("the Purchasers"), each of which is a Delaware limited partnership managed by Oberland Capital Management, LLC, and Lind SA LLC ("the Agent"), a Delaware limited liability company managed by Oberland Capital Management, LLC, as collateral agent for the Purchasers; and the Company’s ability to maintain its listing on the Nasdaq Global Stock Market.     

The Company’s future operating results will largely depend on the progress of drug candidates currently in its development pipeline and the magnitude of payments that it may receive and make under its current and potential future collaborations. The results of the Company’s operations have varied and will likely continue to vary significantly from year to year and quarter to quarter and depend on a number of factors, including, but not limited to the timing, outcome and cost of the Company’s preclinical studies and clinical trials for its drug candidates.

The Company will require substantial funds to maintain research and development programs and support operations. The Company has incurred net losses and negative cash flows from operations since its inception. As of September 30, 2022, the Company had an accumulated deficit of $1.1 billion, and for the nine months ended September 30, 2022, the Company incurred a net loss of $45.3 million and used $42.1 million of cash in operations. The Company expects to continue to generate operating losses in the foreseeable future. The Company anticipates that its $98.7 million of existing cash, cash equivalents and investments at September 30, 2022 will be sufficient to fund operations for at least 12 months from the date of filing this Quarterly Report on Form 10-Q.

The Company’s ability to raise additional funds will depend, among other factors, on financial, economic and market conditions, many of which are outside of its control and it may be unable to raise financing when needed, or on terms favorable to the Company. If necessary funds are not available, the Company will have to delay, reduce the scope of, or eliminate some of its development programs, potentially delaying the time to market for or preventing the marketing of any of its product candidates.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(a)Basis of Presentation and Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. These statements, however, are condensed and do not include all disclosures required by accounting principles generally accepted in the U.S. (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (“SEC”) on February 24, 2022.

In the opinion of the management of the Company, the unaudited financial statements contain all adjustments (all of which were considered normal and recurring) necessary for a fair statement of the Company’s financial position at September 30, 2022; the results of operations for the three and nine-month periods ended September 30, 2022 and 2021; stockholders' equity for the three and nine-month periods ended September 30, 2022 and 2021; and the cash flows for the nine-month periods ended September 30, 2022 and 2021. The Condensed Consolidated Balance Sheet at December 31, 2021 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

(b)Use of Estimates and Assumptions

The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosure of certain assets and liabilities at the balance sheet date. Such estimates include the performance obligations under the Company’s collaboration agreements; the collectability of receivables; the carrying value of property and equipment and goodwill; and the assumptions used in the Company’s valuation of stock-based compensation and the value of certain investments and liabilities. Actual results may differ from such estimates.

These interim results are not necessarily indicative of results to be expected for a full year or subsequent interim periods.

The extent to which COVID-19 has had and may continue to have impacts on the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of the continuing COVID-19 pandemic, the extent to which it has impacted and may continue to impact worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business responses to the pandemic. The Company’s future assessment of the magnitude and duration of the COVID-19 pandemic, as well as other factors, could result in material impacts to the Company’s consolidated financial statements in future reporting periods.

(c) Cash Equivalents, Restricted Cash, and Investments

Cash equivalents consist of highly liquid investments purchased with original maturities of three months or less. All other liquid investments are classified as marketable securities.

The Company classified $0.6 million and $0.7 million of its cash as restricted cash as of September 30, 2022 and December 31, 2021, respectively. This amount represents the security deposit on the Company's Massachusetts headquarters.

The Company’s short-term investments are marketable debt securities with original maturities of greater than three months from the date of purchase, but less than twelve months from the balance sheet date, and long-term investments are marketable debt securities with original maturities of greater than twelve months from the balance sheet date. Marketable securities consist of commercial paper, corporate bonds and notes, and/or government obligations. All of the Company’s investments have been designated available-for-sale and are stated at fair value. Unrealized gains and temporary losses on investments are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Realized gains and losses, dividends and interest income are included in other income (expense) in the period during which the securities are sold. Any premium or discount arising at purchase is amortized and/or accreted to interest income.

Accrued interest receivable related to the Company's available-for-sale debt securities is presented within investments on the Company's consolidated balance sheets. Any write offs of accrued interest receivable are recorded by reversing interest income, recognizing credit loss expense, or a combination of both. To date, the Company has not written off any accrued interest receivables associated with its marketable securities.

(d)Leases

The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company's right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

As the Company's lease does not provide an implicit interest rate, the Company uses its incremental borrowing rate, which is based on rates that would be incurred to borrow on a collateralized basis over a term equal to the lease payments in a similar economic environment, in determining the present value of lease payments.

Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The lease payment used to determine the operating lease asset may include lease incentives, stated rent increases and was recognized as an operating lease right-of-use asset in the Condensed Consolidated Balance Sheets. The Company's lease agreements may include both lease and non-lease components, which are accounted for as a single lease component when the payments are fixed. Variable payments included in the lease agreement are expensed as incurred.

The Company's operating lease is reflected in operating lease right-of-use asset and operating lease liability in the Condensed Consolidated Balance Sheets. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

(e)Other Assets

Other assets consist of long-term prepayments and deposits.

(f)Revenue Recognition

The Company’s business strategy includes entering into collaborative license and development agreements with biotechnology and pharmaceutical companies for the development and commercialization of the Company’s drug candidates. The terms of the agreements typically include non-refundable license fees, funding of research and development, payments based upon achievement of clinical development and regulatory objectives, and royalties on product sales.

License Fees and Multiple Element Arrangements

If a license to its intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company will recognize revenues from non-refundable, up-front fees allocated to the license at such time as the license is transferred to the licensee and the licensee is able to use, and benefit from, the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, will adjust the measure of performance and related revenue recognition.

If the Company is involved in a steering committee as part of a multiple element arrangement, the Company assesses whether its involvement constitutes a performance obligation or a right to participate. Steering committee services that are not determined to be distinct performance obligations are combined with other research services or performance obligations required under an arrangement, if any, in determining the level of effort required in an arrangement and the period over which the Company expects to complete its aggregate performance obligations.

Appropriate methods of measuring progress include output methods and input methods. In determining the appropriate method for measuring progress, the Company considers the nature of service that it promises to transfer to the customer. When the Company decides on a method of measurement, the Company will apply that single method of measuring progress for each performance obligation satisfied over time and will apply that method consistently to similar performance obligations and in similar circumstances.

If the Company cannot reasonably measure its progress toward complete satisfaction of a performance obligation because the Company lacks reliable information that would be required to apply an appropriate method of measuring progress, but it can reasonably estimate when the performance ceases or the remaining obligations become inconsequential and perfunctory, then revenue is not recognized until the Company can reasonably estimate when the performance obligation ceases or becomes inconsequential. Revenue is then recognized over the remaining estimated period of performance.

Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement.

Contingent Research Milestone Payments

Accounting Standards Codification ("ASC") 606 constrains the amount of variable consideration included in the transaction price in either all, a portion, or none of an amount of variable consideration should be included in the transaction price. The variable consideration amount should be included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The assessment of whether variable consideration should be constrained is largely a qualitative one that has two elements: the likelihood of a change in estimate, and the magnitude thereof. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized is not significant, for example.

If the consideration in a contract includes a variable amount, a company will estimate the amount of consideration in exchange for transfer of promised goods or services. The consideration also can vary if a company’s entitlement to the consideration is contingent on the occurrence or nonoccurrence of a future event. The Company considers contingent research milestone payments to fall under the scope of variable consideration, which should be estimated for revenue recognition purposes at the inception of the contract and reassessed ongoing at the end of each reporting period.

The Company assesses whether contingent research milestones should be considered variable consideration that should be constrained and thus not part of the transaction price. This includes an assessment of the probability that all or some of the milestone revenues could be reversed when the uncertainty around whether or not the achievement of each milestone is resolved, and the amount of reversal could be significant.

GAAP provides factors to consider when assessing whether variable consideration should be constrained. All of the factors should be considered, and no factor is determinative. The Company considers all relevant factors.

Reimbursement of Costs

Reimbursement of research and development costs by third-party collaborators is recognized as revenue over time provided the Company has determined that it transfers control (i.e. performs the services) of a service over time and, therefore, satisfies a performance obligation according to the provisions outlined in ASC 606-10-25-27, Revenue Recognition.

Royalty Revenue

The Company recognizes royalty revenues related to Genentech’s and Roche’s sales of Erivedge. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The Company expects to continue recognizing royalty revenue from Genentech’s sales of Erivedge in the U.S. and in other markets where Genentech and Roche successfully obtain marketing approval, if any (see Note 9, Research and Development Collaborations). However, a substantial portion of potential Erivedge royalties will be paid to the Purchasers pursuant to the Oberland Purchase Agreement (see Note 8, Liability Related to the Sale of Future Royalties).

Contra Revenue, Net

Contra revenue, net represents shared costs, primarily related to intellectual property, with the Company's collaboration partners.

With respect to each of the foregoing areas of revenue recognition, the Company exercises significant judgment in determining whether an arrangement contains multiple elements, and, if so, how much revenue is allocable to each element. In addition, the Company exercises its judgment in determining when its significant obligations have been met under such agreements and the specific time periods over which the Company recognized revenue, such as non-refundable, up-front license fees. To the extent that actual facts and circumstances differ from the Company's initial judgments, its revenue recognition with respect to such transactions would change accordingly and any such change could affect the Company's reported financial results.

Summary

During each of the three and nine months ended September 30, 2022, 100% of the Company's total gross revenues were derived from the Company’s collaboration with Genentech. During each of the three and nine months ended September 30, 2021, 99% of the Company's total gross revenues were derived from the Company’s collaboration with Genentech.

(g)Segment Reporting

The Company operates in a single reportable segment, which is the research and development of innovative cancer therapies.

(h)New Accounting Pronouncements

The Company considers the applicability and impact of any recent Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Based on the assessment, the ASUs were determined to be either not applicable or are expected to have minimal impact on the Company's condensed consolidated financial statements.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company has adopted the provisions of the FASB Codification Topic 820, Fair Value Measurements and Disclosures (“Topic 820”) for its financial assets and liabilities that are re-measured and reported at fair value each reporting period and the non-financial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. Financial assets and liabilities are categorized within the valuation hierarchy based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows:

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 accordance with the fair value hierarchy, the following table shows the fair value as of September 30, 2022 and December 31, 2021 of those financial assets and liabilities that are measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine their fair value.

(in thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Fair Value
As of September 30, 2022:
Cash equivalents:
Money market funds	$	21,070	$	—	$	—	$	21,070
Short-term investments:
Corporate debt securities and commercial paper	—		43,162		—		43,162
U.S. treasury securities and government agency obligations	—		25,676		—		25,676
Total	$	21,070	$	68,838	$	—	$	89,908

    

(in thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Fair Value
As of December 31, 2021:
Cash equivalents:
Money market funds	$	33,944	$	—	$	—	$	33,944
Short-term investments:
Corporate debt securities and commercial paper	—		75,870		—		75,870
Long-term investments:
Corporate debt securities and commercial paper	—		15,964		—		15,964
U.S. treasury securities and government agency obligations	—		8,000		—		8,000
Total	$	33,944	$	99,834	$	—	$	133,778

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Investments

9 Months Ended

Sep. 30, 2022

Investments, Debt and Equity Securities [Abstract]

Investments

Investments

The amortized cost, including interest receivable, unrealized gains and losses and fair value of investments available-for-sale as of September 30, 2022 are as follows:

(in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Short-term investments:
Corporate debt securities and commercial paper	$	43,318	$	—	$	(156)	$	43,162
U.S. treasury securities and government agency obligations	25,999		—		(323)		25,676
Total investments	$	69,317	$	—	$	(479)	$	68,838

Short-term investments have maturities ranging from one to twelve months with a weighted-average maturity of 0.4 years at September 30, 2022.

The amortized cost, including interest receivable, unrealized gains and losses and fair value of investments available-for-sale as of December 31, 2021 are as follows:

(in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Short-term investments:
Corporate debt securities and commercial paper	$	75,896	$	—	$	(26)	$	75,870
Long-term investments:
US government obligations	16,024		—		(60)		15,964
Corporate debt securities and commercial paper	8,023		—		(23)		8,000
Total investments	$	99,943	$	—	$	(109)	$	99,834

Short-term investments have maturities ranging from one to twelve months with a weighted-average maturity of 0.4 years at December 31, 2021. The weighted average maturity of long-term investments was 1.2 years at December 31, 2021.

No credit losses on available-for-sale securities were recognized during the three and nine months ended September 30, 2022 or September 30, 2021. In its evaluation to determine expected credit losses, management considered all available historical and current information, expectations of future economic conditions, the type of security, the credit rating of the security, and the size of the loss position, as well as other relevant information. The Company does not intend to sell, and is unlikely to be required to sell, any of these available-for-sale investments before their effective maturity or market price recovery.

The aggregate fair value of available-for-sale investments in a continuous unrealized loss position for 12 months or longer as of September 30, 2022 was $18.5 million. As of December 31, 2021, the Company held no investments that have been in a continuous unrealized loss position for 12 months or longer.

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Accrued Liabilities

9 Months Ended

Sep. 30, 2022

Other Liabilities Disclosure [Abstract]

Accrued Liabilities

Accrued Liabilities

Accrued liabilities consisted of the following:

(in thousands)	September 30, 2022		December 31, 2021
Compensation and related costs	$	4,000	$	3,260
R&D related costs	1,997		644
Professional and legal fees	795		2,232
Other	91		203
Total	$	6,883	$	6,339

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Debt	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt	DebtIn April 2020, the Company entered into a promissory note evidencing an unsecured $0.9 million loan (the “PPP Loan”) under the Paycheck Protection Program (“PPP”), of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) as administered by the U.S. Small Business Administration (the "SBA"). The PPP Loan was made by Silicon Valley Bank and had a term of 24-months and an interest rate of 1%. Under the terms of the CARES Act and the Paycheck Protection Program Flexibility Act of 2020, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. The Company applied for such forgiveness in 2020 and received notification in June 2021 that the SBA had forgiven the PPP Loan in full, including interest accrued on the PPP Loan. The Company recorded a gain of $0.9 million to Other income (expense), net for extinguishment of the debt during the nine months ended September 30, 2021.

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Lease

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Lease

Lease

The Company has a single lease for real estate, including laboratory and office space, and certain equipment. The lease at 128 Spring Street in Lexington, Massachusetts commenced on May 1, 2020 which is the date when the property became available for use to the Company.

In January 2022, the Company amended its lease agreement at 128 Spring Street ("Lease Amendment"). The Lease Amendment added approximately 9,340 square feet to the existing space for $30 per square foot, or $0.3 million per year in base rent subject to annual rent increases. Rent for the additional space is paid on a “gross amount” basis and the Company is not obligated to reimburse the landlord for taxes or operating expenses on the additional space. Payments under the Lease Amendment commenced when the Company took possession of the space during the second quarter of 2022. The Lease Amendment expires December 31, 2025. In addition, the Lease Amendment provides the Company and the landlord each with an option to terminate the lease agreement early as the original lease term expires on April 30, 2027. The Company's early termination option becomes effective on the lease commencement date of a new lease for larger premises within the landlord’s commercial real estate portfolio (“New Lease”), and the Company may exercise its early termination option by providing the landlord with written notice of such election to terminate the lease agreement concurrently with the execution of the New Lease. The landlord has the option to terminate the lease agreement early by providing written notice to the Company eighteen months prior to December 31, 2025. The Company expects the lease to end as of December 31, 2025.

The Lease Amendment constitutes a modification as it reduces the original lease term and increases the scope of the lease (additional space provided under the Lease Amendment), which requires evaluation of the remeasurement of the lease liability and corresponding right-of-use asset. The additional space did not result in a separate contract as the rent increase was determined not to be commensurate with the standalone price for the additional right of use. Accordingly, the Company reassessed the classification of the lease, and concluded it continues to be an operating lease, and remeasured the lease liability

on the basis of the reduced lease term as of the effective date of the modification. The discount rate associated with the Company’s right-of-use asset is 9.95%.

The shortened lease term and resulting remeasurement for the modification resulted in a decrease to the lease liability and the right-of-use asset. The additional space provided under the Lease Amendment and resulting remeasurement for the modification resulted in an increase to the lease liability and the right-of-use asset. During the nine months ended September 30, 2022, the Company recognized a net decrease of $0.2 million to the lease liability and right-of-use asset as a result of the modification.

As of September 30, 2022, the Company had an operating lease liability of $4.2 million and related right-of-use asset of $4.7 million related to its operating lease. As of December 31, 2021, the Company had an operating lease liability of $5.0 million and related right-of-use asset of $5.7 million related to its operating lease.

The Company recorded lease cost of $0.4 million and $0.3 million for the three months ended September 30, 2022 and September 30, 2021, respectively. The Company recorded lease cost of $1.2 million and $1.0 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.

The total cash obligation over the approximately six-year term of this lease is $8.8 million. The Company paid $0.4 million and $1.0 million during the three and nine months ended September 30, 2022, respectively. The Company paid $0.3 and $2.0 million during the three and nine months ended September 30, 2021, respectively. The payments during the nine months ended September 30, 2021 included a payment of $1.1 million for tenant improvements.

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Liability Related to the Sale of Future Royalties

9 Months Ended

Sep. 30, 2022

Nonmonetary Transactions [Abstract]

Liability Related to the Sale of Future Royalties

Liability Related to the Sale of Future Royalties

In March 2019, the Company and Curis Royalty entered into the royalty interest purchase agreement (“Oberland Purchase Agreement”) with entities managed by Oberland Capital Management, LLC (the “Purchasers”). The Company sold to the Purchasers a portion of its rights to receive royalties from Genentech on potential net sales of Erivedge.

As upfront consideration for the purchase of the royalty rights, at closing the Purchasers paid to Curis Royalty $65.0 million less certain transaction expenses. Curis Royalty will also be entitled to receive up to $53.5 million in milestone payments based on sales of Erivedge if the Purchasers receive payments pursuant to the Oberland Purchase Agreement in excess of $117.0 million on or prior to December 31, 2026.

The Oberland Purchase Agreement provides that after the occurrence of an event of default as defined under the security agreement by Curis Royalty, the Purchasers shall have the option, for a period of 180 days, to require Curis Royalty to repurchase a portion of certain royalty and royalty related payments, excluding a portion of non U.S. royalties retained by Curis Royalty (the “Purchased Receivables”), at a price (the “Put/Call Price”), equal to a percentage, beginning at a low triple digit percentage and increasing over time up to a low mid triple digit percentage of the sum of the upfront purchase price and any portion of the milestone payments paid in a lump sum by the Purchasers, if any, minus certain payments previously received by the Purchasers with respect to the Purchased Receivables. The Company concluded the put option is an embedded derivative that requires bifurcation from the deferred royalty obligation and the value of the option is de minimis. Additionally, Curis Royalty shall have the option at any time to repurchase the Purchased Receivables at the Put/Call Price as of the date of such repurchase. No events of default had occurred as of September 30, 2022.

As a result of the obligation to pay future royalties to Oberland, the Company recorded the proceeds from this transaction as a liability on its Consolidated Balance Sheet that will be accounted for using the interest method over the estimated life of the Oberland Purchase Agreement. As a result, the Company imputes interest on the transaction and records imputed interest expense at the estimated interest rate. The Company's estimate of the interest rate under the agreement is based on the amount of royalty payments expected to be received by Oberland over the life of the arrangement. The projected amount of royalty payments expected to be paid to Oberland involves the use of significant estimates and assumptions with respect to the revenue growth rate in the Company's projections of sales of Erivedge. The Company periodically assesses the expected royalty payments to Curis Royalty from Genentech using a combination of historical results and forecasts from market data sources. To the extent such payments are greater or less than its initial estimates or the timing of such payments is materially different than its original estimates, the Company will adjust the amortization of the liability.

The Company determined the fair value of the liability related to the sale of future royalties at the time of the Oberland Purchase Agreement to be $65.0 million, with a current effective annual imputed interest rate of 7.8%. The Company incurred $0.6 million of transaction costs in connection with the agreement. These transaction costs are amortized to imputed interest expense over the estimated term of the Oberland Purchase Agreement. The carrying value of the liability related to the sale of future royalties approximates fair value as of September 30, 2022 and is based on our current estimates of future royalties expected to be paid the Purchasers over the life of the arrangement, which are considered Level 3 inputs.

The following table shows the activity with respect to the liability related to the sale of future royalties during the nine months ended September 30, 2022.

(in thousands)
Carrying value of liability related to the sale of future royalties at January 1, 2022	$	53,798
Amortization of capitalized issuance costs	46
Imputed interest expense	3,074
Less: payments to Oberland Capital, LLC	(6,649)
Carrying value of liability related to the sale of future royalties at September 30, 2022	$	50,269

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Research and Development Collaborations

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Research and Development Collaborations

Research and Development Collaborations

(a)Genentech

In June 2003, the Company licensed its proprietary Hedgehog pathway antagonist technologies to Genentech for human therapeutic use. The primary focus of the collaborative research plan has been to develop molecules that inhibit the Hedgehog pathway for the treatment of various cancers. The collaboration is currently focused on the development of Erivedge, which is being commercialized by Genentech in the U.S. and by Genentech’s parent company, Roche, in several other countries for the treatment of advanced BCC. Pursuant to the agreement, the Company is eligible to receive up to an aggregate of $115.0 million in contingent cash milestone payments, exclusive of royalty payments, in connection with the development of Erivedge or another small molecule Hedgehog pathway inhibitor, assuming the successful achievement by Genentech and Roche of specified clinical development and regulatory objectives. Of this amount, the Company has received $59.0 million in cash milestone payments as of September 30, 2022.

In addition to these payments and pursuant to the collaboration agreement, the Company is entitled to a 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.

The Company recognized $2.8 million and $3.1 million in royalty revenue under the Genentech collaboration during the three months ended September 30, 2022 and 2021, respectively. The Company recognized $7.4 million and $7.6 million in royalty revenue under the Genentech collaboration during the nine months ended September 30, 2022 and 2021, respectively. The Company also recorded cost of royalty revenues within the costs and expenses section of its Condensed Consolidated Statements of Operations and Comprehensive Loss of $0.1 million during the three months ended September 30, 2022 and $0.2 million during the three months ended September 30, 2021. The Company recorded $0.2 million of costs of royalty revenues during the nine months ended September 30, 2022 and $0.4 million during the nine months ended September 30, 2021. Cost of royalty revenues is comprised of amounts due to third-party university patent licensors in connection with Genentech and Roche's Erivedge net sales.

The Company recorded receivables from Genentech under this collaboration for Erivedge royalties earned during the period. The receivable recorded in the Company's current assets section of its Condensed Consolidated Balance Sheets amounted to $2.9 million as of September 30, 2022 and $3.2 million as of December 31, 2021.

As previously discussed in Note 8, Liability Related to the Sale of Future Royalties, a substantial portion of royalty revenues received from Genentech on net sales of Erivedge will be paid to the Purchasers pursuant to the Oberland Purchase Agreement.

(b)Aurigene

In January 2015, the Company entered into an exclusive collaboration agreement with Aurigene for the discovery, development and commercialization of small molecule compounds in the areas of immuno-oncology and selected precision oncology targets, which was first amended in September 2016. Under the collaboration agreement, Aurigene granted the Company an option to obtain exclusive, royalty-bearing licenses to relevant Aurigene technology to develop, manufacture and commercialize products containing certain of such compounds anywhere in the world, except for India and Russia, which are territories retained by Aurigene. In February 2020, the collaboration agreement was further amended whereby Aurigene received rights to develop and commercialize CA-170 in Asia in addition to its existing rights in India and Russia, and the Company became entitled to receive royalty payments on potential future sales of CA-170 in Asia at percentage rates ranging from the high single digits up to 10% subject to specified reductions.

As of September 30, 2022, the Company has exercised its option to license the following four programs under the collaboration:

1.IRAK4 Program - a precision oncology program of small molecule inhibitors of IRAK4. The development candidate is emavusertib (CA-4948), an orally available small molecule inhibitor of IRAK4.

2.PD1/VISTA Program - an immuno-oncology program of small molecule antagonists of PD1 and VISTA immune checkpoint pathways. The development candidate is CA-170, an orally available small molecule antagonist of VISTA and PDL1.

3.PD1/TIM3 Program - an immuno-oncology program of small molecule antagonists of PD1 and TIM3 immune checkpoint pathways. The development candidate is CA-327, an orally available small molecule antagonist of PDL1 and TIM3.

4.In March 2018, the Company exercised its option to license a fourth program, which is an immuno-oncology program.

For each of the licensed programs (as described above) the Company is obligated to use commercially reasonable efforts to develop, obtain regulatory approval for, and commercialize at least one product in each of the U.S., specified countries in the European Union and Japan, and Aurigene is obligated to use commercially reasonable efforts to perform its obligations under the development plan for such licensed program in an expeditious manner.

For each of the IRAK4, PD1/VISTA, and PD1/TIM3 programs, and the fourth immuno-oncology program: the Company has remaining unpaid or unwaived payment obligations of $42.5 million per program, related to regulatory approval and commercial sales milestones, plus specified additional payments for approvals for additional indications, if any. The Company has not recorded a liability for the aforementioned payments given the achievement of specified regulatory approval and commercial sales milestones is not probable as of the balance sheet date. The Company is further obligated to pay Aurigene tiered royalties on the Company's and its affiliates' annual net sales of products at percentage rates ranging from the high single digits up to 10%, subject to specified reductions. In addition, the Company agreed to make certain payments to Aurigene upon its entry into sublicense agreements on any program(s).

In addition to the collaboration agreement, the Company has entered into a master development and manufacturing agreement with Aurigene for the supply of drug substance and drug product. Under this agreement, the Company incurred less than $0.1 million in research and development expense during the three and nine months ended September 30, 2022. The Company incurred $0.5 million in research and development expense during the three months ended September 30, 2021 and $1.2 million during the nine months ended September 30, 2021 associated with this agreement. The Company recorded no prepaid expenses and less than $0.1 million in accrued expenses associated with this agreement as of September 30, 2022. The Company recorded no prepaid expenses and no accrued expenses associated with this agreement as of December 31, 2021.

(c)ImmuNext

In January 2020, the Company entered into an option and license agreement with ImmuNext (the “ImmuNext Agreement”). Under the terms of the ImmuNext Agreement, the Company agreed to engage in a collaborative effort with ImmuNext, and to conduct a Phase 1 clinical trial of CI-8993. In exchange, ImmuNext granted the Company an exclusive option, exercisable until the earlier of January 2024 or (b) 90 days after database lock for the first Phase 1 trial in which the endpoints are satisfied (the “Option Period”), to obtain an exclusive, worldwide license to develop and commercialize certain VISTA antagonizing compounds and products containing these compounds in the field of oncology.

During the Option Period, the Company is obligated to pay a semi-annual fee of $0.4 million to ImmuNext and will conduct the Phase 1 trial, and ImmuNext will conduct certain agreed upon non-clinical research activities to support the Phase 1 trial. Additionally, the Company will assign to ImmuNext all right, title and interest in and to, inventions made by the Company alone or jointly with ImmuNext in conducting clinical and non-clinical activities under the ImmuNext Agreement and any patent rights covering those inventions. If the option is exercised, ImmuNext will assign to the Company (i) all such inventions that were made solely by the Company and any patent rights covering those inventions that were assigned by the Company to ImmuNext during the Option Period and (ii) a joint ownership interest in all such inventions that were made jointly by the Company and ImmuNext and patent rights covering those inventions that were assigned by the Company to ImmuNext during the Option Period, except for any of those inventions that relates to certain compounds to which ImmuNext has retained exclusive rights. In addition, the Company has agreed to reimburse ImmuNext for certain documented external costs and expenses incurred by ImmuNext in carrying out non-clinical research activities approved by the joint steering committee, up to $0.3 million per calendar year, unless otherwise agreed to by both parties in writing.

If the Company elects to exercise the option, the Company has agreed to pay to ImmuNext an option exercise fee of $20.0 million. ImmuNext will be eligible to receive up to $4.6 million in potential development milestones, up to $84.3 million in potential regulatory approval milestones, and up to $125.0 million in potential sales milestone payments from the Company. ImmuNext is also eligible to receive tiered royalties on annual net sales on a product-by-product and country-by-country basis,

at percentage rates ranging from high single digits to low double digits, subject to specified adjustments. In addition, the Company has agreed to pay ImmuNext a low double-digit percentage of sublicense revenue received by the Company or its affiliates.

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Common Stock

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Common Stock

Common Stock

(a)Charter Amendments

In May 2021, the Company's stockholders approved an increase to the number of authorized shares of its common stock from 151,875,000 shares to 227,812,500 shares. The Company filed an amendment to its certificate of incorporation in May 2021 to effect such increase.

(b)2021 Sales Agreement with Cantor Fitzgerald & Co. and JonesTrading Institutional Services LLC

In March 2021, the Company entered into a sales agreement (the “2021 Sales Agreement”) with Cantor Fitzgerald & Co., or Cantor, and JonesTrading Institutional Services LLC, or JonesTrading, to sell from time to time up to $100.0 million of the Company’s common stock through an “at the market offering” program under which Cantor and JonesTrading act as sales agents. Subject to the terms and conditions of the 2021 Sales Agreement, Cantor and JonesTrading can sell the common stock by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to the terms of the 2021 Sales Agreement, the aggregate compensation payable to each of Cantor and JonesTrading is 3% of the gross proceeds from sales of the common stock sold by Cantor or JonesTrading, as applicable. Each party agreed in the 2021 Sales Agreement to provide indemnification and contribution against certain liabilities, including liabilities under the Securities Act, subject to the terms of the 2021 Sales Agreement.

The Company sold 4,583,695 shares of common stock under the 2021 Sales Agreement during the three and nine months ended September 30, 2022, representing gross proceeds of $6.3 million. As of September 30, 2022, $93.7 million remained available for sale under the 2021 Sales Agreement.

(c)Aspire Capital Fund LLC

In February 2020, the Company entered into a common stock purchase agreement (the “Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) for the sale of up to $30.0 million of the Company's common stock. During 2020, the Company issued 7,990,516 shares of the Company’s common stock to Aspire Capital for aggregate proceeds of $8.4 million. As of December 31, 2021, a total of $21.6 million remained available under the Agreement. The Company did not sell shares of common stock under the Agreement during the three and nine months ended September 30, 2022 and September 30, 2021. The Agreement expired in August 2022.

The Company also entered into a Registration Rights Agreement with Aspire Capital in connection with its entry into the Agreement, which also expired in August 2022.

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Stock Plans and Stock Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock Plans and Stock Based Compensation

Stock Plans and Stock-Based Compensation

As of September 30, 2022, the Company had two shareholder-approved, stock-based compensation plans: (i) the Amended and Restated 2010 Employee Stock Purchase Plan (“ESPP”), adopted by the Board of Directors in April 2017 and approved by shareholders in June 2017, and (ii) the Fourth Amended and Restated 2010 Stock Incentive Plan (“2010 Plan”). New employees are typically issued options as an inducement equity award under Nasdaq Listing Rule 5635(c)(4) outside of the 2010 Plan.

The Fourth Amended and Restated 2010 Stock Incentive Plan

The 2010 Plan permits the granting of incentive and non-qualified stock options and stock awards to employees, officers, directors, and consultants of the Company and its subsidiaries at prices determined by the Company’s Board of Directors. In May 2021, the Company's shareholders approved the Company's Fourth Amended and Restated 2010 Stock Incentive Plan to reserve an additional 11,000,000 shares of common stock for issuance under the 2010 Plan. The Company can issue up to 23,190,000 shares of its common stock pursuant to awards granted under the 2010 Plan. Options become exercisable as determined by the Board of Directors and expire up to ten years from the date of grant. The 2010 Plan uses a “fungible share” concept under which each share of stock subject to awards granted as options and stock appreciation rights (“SARs”), will cause one share per share under the award to be removed from the available share pool, while each share of stock subject to awards granted as restricted stock, restricted stock units, other stock-based awards or performance awards where the price charged for the award is less than 100% of the fair market value of the Company’s common stock will cause 1.3 shares per share under the award to be removed from the available share pool. As of September 30, 2022, the Company has only granted options to purchase shares of the Company’s common stock with an exercise price equal to the closing market price of the Company’s common stock on the Nasdaq Global Market on the grant date. As of September 30, 2022, 9,980,365 shares remained available for grant under the 2010 Plan.

Stock Options

During the nine months ended September 30, 2022, the Company’s board of directors granted options to purchase 3,663,800 shares of the Company’s common stock to the officers and employees of the Company under the 2010 Plan. Shares granted to officers and employees vest as to 25% of the shares underlying the award on the first anniversary of the grant date and as to an additional 6.25% of the shares underlying the award at the end of each subsequent quarter, based upon continued employment over a four year period, and are exercisable at a price equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the grant date.

During the nine months ended September 30, 2022, the Company’s board of directors granted options to its non-employee directors to purchase 425,000 shares of common stock under the 2010 Plan, which will vest and become exercisable one year from the grant date. In addition, during the nine months ended September 30, 2022, the Company's board of directors issued options to newly-hired employees as an inducement equity award under Nasdaq Listing Rule 5635(c)(4) outside of the 2010 Plan to purchase 2,019,300 shares of common stock. These options will vest as to 25% of the shares underlying the option on the first anniversary of the grant date, and as to an additional 6.25% of the shares underlying the option on each successive three-month period thereafter. All option awards are exercisable at a price equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the grant dates.

A summary of stock option activity under the 2010 Plan and inducement awards are summarized as follows:

	Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding, December 31, 2021	10,363,769	$	3.80	7.41
Granted	6,108,100	2.66
Exercised	—	—
Canceled/Forfeited	(785,413)	5.74
Outstanding, September 30, 2022	15,686,456	$	3.26	7.66	$	2
Exercisable at September 30, 2022	7,846,344	$	3.30	6.37	$	1
Vested and unvested expected to vest at September 30, 2022	10,242,332	$	3.61	8.19	$	1

The weighted average grant date fair values of the stock options granted during the nine months ended September 30, 2022 and 2021 were $2.18 and $9.21, respectively, and were calculated using the following estimated assumptions:

	Nine Months Ended September 30,
	2022	2021
Expected term (years)	5.5	5.5
Risk free interest rate	1.4-2.9%	0.4-1.4%
Expected Volatility	110%-114%	109	%
Expected Dividends	None	None

As of September 30, 2022, there was approximately $9.3 million of unrecognized compensation cost related to unvested employee stock option awards outstanding, net of the impact of estimated forfeitures that is expected to be recognized as expense over a weighted average period of 3.30 years. There were no employee stock options exercised during the nine months ended September 30, 2022. The intrinsic value of employee stock options exercised during the nine months ended September 30, 2021 was $0.5 million.

Restricted Stock Awards

The following table presents a summary of unvested restricted stock awards (“RSAs”) under the 2010 Plan as of September 30, 2022:

	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2021	10,312	$	3.45
Awarded	—	—
Vested	(10,312)	3.45
Forfeited	—	—
Unvested, September 30, 2022	—	$	—

As of September 30, 2022, there were no outstanding RSAs.

Amended and Restated 2010 Employee Stock Purchase Plan

The Company has reserved 2,000,000 shares of common stock for issuance under the ESPP. Eligible employees may purchase shares of the Company’s common stock at 85% of the lower closing market price of the common stock at the beginning of the enrollment period or ending date of the purchase period within a two-year enrollment period, as defined. The Company has four six-month purchase periods per each two-year enrollment period. If, within any one of the four purchase periods in an enrollment period, the purchase period ending stock price is lower than the stock price at the beginning of the enrollment period, the two-year enrollment resets at the new lower stock price. This aspect of the plan was amended in 2017. Prior to 2017, the plan included two six-month purchase periods per year with no defined enrollment period. During the three months ended September 30, 2022 no shares were issued under the ESPP and during the nine months ended September 30, 2022, 169,296 shares were issued under the ESPP. As of September 30, 2022, there were 1,384,234 shares available for future purchase under the ESPP.

ESPP compensation expense for the three and nine months ended September 30, 2022 and 2021 was insignificant.

Total Stock-Based Compensation Expense

For the three and nine months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense to the following line items in its costs and expenses section of the Condensed Consolidated Statements of Operations and Comprehensive Loss, including expense related to its ESPP:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Research and development expenses	$	505	$	553	$	2,084	$	1,331
General and administrative expenses	819		911		2,924		2,507
Total stock-based compensation expense	$	1,324	$	1,464	$	5,008	$	3,838

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Loss Per Common Share	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Loss Per Common Share	Loss Per Common ShareBasic and diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is the same as basic net loss per common share for the three and nine months ended September 30, 2022 and 2021, because the effect of the potential common stock equivalents would be antidilutive due to the Company’s net loss position for these periods. Antidilutive securities consist of stock options outstanding of 15,686,456 and 10,298,279 as of September 30, 2022 and 2021, respectively.

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Subsequent Event	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Event	Subsequent EventIn connection with the Company’s 30% reduction in workforce, it expects to incur approximately $1.2 million in separation related costs.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of ConsolidationThe accompanying Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. These statements, however, are condensed and do not include all disclosures required by accounting principles generally accepted in the U.S. (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (“SEC”) on February 24, 2022.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosure of certain assets and liabilities at the balance sheet date. Such estimates include the performance obligations under the Company’s collaboration agreements; the collectability of receivables; the carrying value of property and equipment and goodwill; and the assumptions used in the Company’s valuation of stock-based compensation and the value of certain investments and liabilities. Actual results may differ from such estimates.

These interim results are not necessarily indicative of results to be expected for a full year or subsequent interim periods.

The extent to which COVID-19 has had and may continue to have impacts on the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of the continuing COVID-19 pandemic, the extent to which it has impacted and may continue to impact worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business responses to the pandemic. The Company’s future assessment of the magnitude and duration of the COVID-19 pandemic, as well as other factors, could result in material impacts to the Company’s consolidated financial statements in future reporting periods.

Cash Equivalents, Restricted Cash, and Investments

Cash Equivalents, Restricted Cash, and Investments

Cash equivalents consist of highly liquid investments purchased with original maturities of three months or less. All other liquid investments are classified as marketable securities.

The Company classified $0.6 million and $0.7 million of its cash as restricted cash as of September 30, 2022 and December 31, 2021, respectively. This amount represents the security deposit on the Company's Massachusetts headquarters.

The Company’s short-term investments are marketable debt securities with original maturities of greater than three months from the date of purchase, but less than twelve months from the balance sheet date, and long-term investments are marketable debt securities with original maturities of greater than twelve months from the balance sheet date. Marketable securities consist of commercial paper, corporate bonds and notes, and/or government obligations. All of the Company’s investments have been designated available-for-sale and are stated at fair value. Unrealized gains and temporary losses on investments are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Realized gains and losses, dividends and interest income are included in other income (expense) in the period during which the securities are sold. Any premium or discount arising at purchase is amortized and/or accreted to interest income.

Accrued interest receivable related to the Company's available-for-sale debt securities is presented within investments on the Company's consolidated balance sheets. Any write offs of accrued interest receivable are recorded by reversing interest income, recognizing credit loss expense, or a combination of both. To date, the Company has not written off any accrued interest receivables associated with its marketable securities.

Leases

Leases

The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company's right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

As the Company's lease does not provide an implicit interest rate, the Company uses its incremental borrowing rate, which is based on rates that would be incurred to borrow on a collateralized basis over a term equal to the lease payments in a similar economic environment, in determining the present value of lease payments.

Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The lease payment used to determine the operating lease asset may include lease incentives, stated rent increases and was recognized as an operating lease right-of-use asset in the Condensed Consolidated Balance Sheets. The Company's lease agreements may include both lease and non-lease components, which are accounted for as a single lease component when the payments are fixed. Variable payments included in the lease agreement are expensed as incurred.

The Company's operating lease is reflected in operating lease right-of-use asset and operating lease liability in the Condensed Consolidated Balance Sheets. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Other Assets

Other AssetsOther assets consist of long-term prepayments and deposits.

Revenue Recognition

Revenue Recognition

The Company’s business strategy includes entering into collaborative license and development agreements with biotechnology and pharmaceutical companies for the development and commercialization of the Company’s drug candidates. The terms of the agreements typically include non-refundable license fees, funding of research and development, payments based upon achievement of clinical development and regulatory objectives, and royalties on product sales.

License Fees and Multiple Element Arrangements

If a license to its intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company will recognize revenues from non-refundable, up-front fees allocated to the license at such time as the license is transferred to the licensee and the licensee is able to use, and benefit from, the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, will adjust the measure of performance and related revenue recognition.

If the Company is involved in a steering committee as part of a multiple element arrangement, the Company assesses whether its involvement constitutes a performance obligation or a right to participate. Steering committee services that are not determined to be distinct performance obligations are combined with other research services or performance obligations required under an arrangement, if any, in determining the level of effort required in an arrangement and the period over which the Company expects to complete its aggregate performance obligations.

Appropriate methods of measuring progress include output methods and input methods. In determining the appropriate method for measuring progress, the Company considers the nature of service that it promises to transfer to the customer. When the Company decides on a method of measurement, the Company will apply that single method of measuring progress for each performance obligation satisfied over time and will apply that method consistently to similar performance obligations and in similar circumstances.

If the Company cannot reasonably measure its progress toward complete satisfaction of a performance obligation because the Company lacks reliable information that would be required to apply an appropriate method of measuring progress, but it can reasonably estimate when the performance ceases or the remaining obligations become inconsequential and perfunctory, then revenue is not recognized until the Company can reasonably estimate when the performance obligation ceases or becomes inconsequential. Revenue is then recognized over the remaining estimated period of performance.

Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement.

Contingent Research Milestone Payments

Accounting Standards Codification ("ASC") 606 constrains the amount of variable consideration included in the transaction price in either all, a portion, or none of an amount of variable consideration should be included in the transaction price. The variable consideration amount should be included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The assessment of whether variable consideration should be constrained is largely a qualitative one that has two elements: the likelihood of a change in estimate, and the magnitude thereof. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized is not significant, for example.

If the consideration in a contract includes a variable amount, a company will estimate the amount of consideration in exchange for transfer of promised goods or services. The consideration also can vary if a company’s entitlement to the consideration is contingent on the occurrence or nonoccurrence of a future event. The Company considers contingent research milestone payments to fall under the scope of variable consideration, which should be estimated for revenue recognition purposes at the inception of the contract and reassessed ongoing at the end of each reporting period.

The Company assesses whether contingent research milestones should be considered variable consideration that should be constrained and thus not part of the transaction price. This includes an assessment of the probability that all or some of the milestone revenues could be reversed when the uncertainty around whether or not the achievement of each milestone is resolved, and the amount of reversal could be significant.

GAAP provides factors to consider when assessing whether variable consideration should be constrained. All of the factors should be considered, and no factor is determinative. The Company considers all relevant factors.

Reimbursement of Costs

Reimbursement of research and development costs by third-party collaborators is recognized as revenue over time provided the Company has determined that it transfers control (i.e. performs the services) of a service over time and, therefore, satisfies a performance obligation according to the provisions outlined in ASC 606-10-25-27, Revenue Recognition.

Royalty Revenue

The Company recognizes royalty revenues related to Genentech’s and Roche’s sales of Erivedge. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The Company expects to continue recognizing royalty revenue from Genentech’s sales of Erivedge in the U.S. and in other markets where Genentech and Roche successfully obtain marketing approval, if any (see Note 9, Research and Development Collaborations). However, a substantial portion of potential Erivedge royalties will be paid to the Purchasers pursuant to the Oberland Purchase Agreement (see Note 8, Liability Related to the Sale of Future Royalties).

Contra Revenue, Net

Contra revenue, net represents shared costs, primarily related to intellectual property, with the Company's collaboration partners.

With respect to each of the foregoing areas of revenue recognition, the Company exercises significant judgment in determining whether an arrangement contains multiple elements, and, if so, how much revenue is allocable to each element. In addition, the Company exercises its judgment in determining when its significant obligations have been met under such agreements and the specific time periods over which the Company recognized revenue, such as non-refundable, up-front license fees. To the extent that actual facts and circumstances differ from the Company's initial judgments, its revenue recognition with respect to such transactions would change accordingly and any such change could affect the Company's reported financial results.

Segment Reporting

Segment ReportingThe Company operates in a single reportable segment, which is the research and development of innovative cancer therapies.

New Accounting Pronouncements

New Accounting PronouncementsThe Company considers the applicability and impact of any recent Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Based on the assessment, the ASUs were determined to be either not applicable or are expected to have minimal impact on the Company's condensed consolidated financial statements.

Fair Value Measurements

Fair Value of Financial Instruments

The Company has adopted the provisions of the FASB Codification Topic 820, Fair Value Measurements and Disclosures (“Topic 820”) for its financial assets and liabilities that are re-measured and reported at fair value each reporting period and the non-financial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. Financial assets and liabilities are categorized within the valuation hierarchy based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows:

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.

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Assets or Liabilities Measured at Fair Value on Recurring Basis

In accordance with the fair value hierarchy, the following table shows the fair value as of September 30, 2022 and December 31, 2021 of those financial assets and liabilities that are measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine their fair value.

(in thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Fair Value
As of September 30, 2022:
Cash equivalents:
Money market funds	$	21,070	$	—	$	—	$	21,070
Short-term investments:
Corporate debt securities and commercial paper	—		43,162		—		43,162
U.S. treasury securities and government agency obligations	—		25,676		—		25,676
Total	$	21,070	$	68,838	$	—	$	89,908

    

(in thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Fair Value
As of December 31, 2021:
Cash equivalents:
Money market funds	$	33,944	$	—	$	—	$	33,944
Short-term investments:
Corporate debt securities and commercial paper	—		75,870		—		75,870
Long-term investments:
Corporate debt securities and commercial paper	—		15,964		—		15,964
U.S. treasury securities and government agency obligations	—		8,000		—		8,000
Total	$	33,944	$	99,834	$	—	$	133,778

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Investments (Tables)

9 Months Ended

Sep. 30, 2022

Investments, Debt and Equity Securities [Abstract]

Schedule of Amortized Cost of Unrealized Gains and Losses and Fair Value of Investments

The amortized cost, including interest receivable, unrealized gains and losses and fair value of investments available-for-sale as of September 30, 2022 are as follows:

(in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Short-term investments:
Corporate debt securities and commercial paper	$	43,318	$	—	$	(156)	$	43,162
U.S. treasury securities and government agency obligations	25,999		—		(323)		25,676
Total investments	$	69,317	$	—	$	(479)	$	68,838

The amortized cost, including interest receivable, unrealized gains and losses and fair value of investments available-for-sale as of December 31, 2021 are as follows:

(in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Short-term investments:
Corporate debt securities and commercial paper	$	75,896	$	—	$	(26)	$	75,870
Long-term investments:
US government obligations	16,024		—		(60)		15,964
Corporate debt securities and commercial paper	8,023		—		(23)		8,000
Total investments	$	99,943	$	—	$	(109)	$	99,834

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Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following:

(in thousands)	September 30, 2022		December 31, 2021
Compensation and related costs	$	4,000	$	3,260
R&D related costs	1,997		644
Professional and legal fees	795		2,232
Other	91		203
Total	$	6,883	$	6,339

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Liability Related to the Sale of Future Royalties (Tables)

9 Months Ended

Sep. 30, 2022

Nonmonetary Transactions [Abstract]

Schedule of Liability Due to Non-Cash Transaction

The following table shows the activity with respect to the liability related to the sale of future royalties during the nine months ended September 30, 2022.

(in thousands)
Carrying value of liability related to the sale of future royalties at January 1, 2022	$	53,798
Amortization of capitalized issuance costs	46
Imputed interest expense	3,074
Less: payments to Oberland Capital, LLC	(6,649)
Carrying value of liability related to the sale of future royalties at September 30, 2022	$	50,269

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Stock Plans and Stock Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

A summary of stock option activity under the 2010 Plan and inducement awards are summarized as follows:

	Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding, December 31, 2021	10,363,769	$	3.80	7.41
Granted	6,108,100	2.66
Exercised	—	—
Canceled/Forfeited	(785,413)	5.74
Outstanding, September 30, 2022	15,686,456	$	3.26	7.66	$	2
Exercisable at September 30, 2022	7,846,344	$	3.30	6.37	$	1
Vested and unvested expected to vest at September 30, 2022	10,242,332	$	3.61	8.19	$	1

The weighted average grant date fair values of the stock options granted during the nine months ended September 30, 2022 and 2021 were $2.18 and $9.21, respectively, and were calculated using the following estimated assumptions:

	Nine Months Ended September 30,
	2022	2021
Expected term (years)	5.5	5.5
Risk free interest rate	1.4-2.9%	0.4-1.4%
Expected Volatility	110%-114%	109	%
Expected Dividends	None	None

Nonvested Restricted Stock Shares Activity

The following table presents a summary of unvested restricted stock awards (“RSAs”) under the 2010 Plan as of September 30, 2022:

	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2021	10,312	$	3.45
Awarded	—	—
Vested	(10,312)	3.45
Forfeited	—	—
Unvested, September 30, 2022	—	$	—

Schedule of Share Based Compensation Allocation of Recognized Period Costs

For the three and nine months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense to the following line items in its costs and expenses section of the Condensed Consolidated Statements of Operations and Comprehensive Loss, including expense related to its ESPP:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Research and development expenses	$	505	$	553	$	2,084	$	1,331
General and administrative expenses	819		911		2,924		2,507
Total stock-based compensation expense	$	1,324	$	1,464	$	5,008	$	3,838

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Nature of Business (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Nov. 09, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accumulated deficit	$ 1,137,667						$ 1,137,667			$ 1,092,325
Net loss	13,294	$ 15,940	$ 16,109	$ 11,051	$ 10,838	$ 9,927	45,343	$ 31,816
Cash used in operations							42,069	$ 29,448
Cash, cash equivalents, and investments	$ 98,700						$ 98,700
Subsequent Event
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reduction in workforce (as a percent)									30.00%

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Summary of Significant Accounting Policies (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Restricted cash	$ 600		$ 600		$ 700
Cash and cash equivalents, restricted cash and restricted cash equivalents	$ 30,486	$ 53,746	$ 30,486	$ 53,746	$ 40,740	$ 130,426
Number of reportable segments | segment			1
Customer Concentration Risk | Genentech, Inc. | Revenue Benchmark
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Concentration risk	100.00%	99.00%	100.00%	99.00%

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Fair Value of Financial Instruments - (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Short-term investments:
Total	$ 89,908	$ 133,778
Corporate debt securities and commercial paper
Short-term investments:
Short-term investments:	43,162	75,870
Long-term investments:		15,964
U.S. treasury securities and government agency obligations
Short-term investments:
Short-term investments:	25,676
Long-term investments:		8,000
Money market funds
Cash equivalents:
Money market funds	21,070	33,944
Quoted Prices in Active Markets (Level 1)
Short-term investments:
Total	21,070	33,944
Quoted Prices in Active Markets (Level 1) | Corporate debt securities and commercial paper
Short-term investments:
Short-term investments:	0	0
Long-term investments:		0
Quoted Prices in Active Markets (Level 1) | U.S. treasury securities and government agency obligations
Short-term investments:
Short-term investments:	0
Long-term investments:		0
Quoted Prices in Active Markets (Level 1) | Money market funds
Cash equivalents:
Money market funds	21,070	33,944
Other Observable Inputs (Level 2)
Short-term investments:
Total	68,838	99,834
Other Observable Inputs (Level 2) | Corporate debt securities and commercial paper
Short-term investments:
Short-term investments:	43,162	75,870
Long-term investments:		15,964
Other Observable Inputs (Level 2) | U.S. treasury securities and government agency obligations
Short-term investments:
Short-term investments:	25,676
Long-term investments:		8,000
Other Observable Inputs (Level 2) | Money market funds
Cash equivalents:
Money market funds	0	0
Unobservable Inputs (Level 3)
Short-term investments:
Total	0	0
Unobservable Inputs (Level 3) | Corporate debt securities and commercial paper
Short-term investments:
Short-term investments:	0	0
Long-term investments:		0
Unobservable Inputs (Level 3) | U.S. treasury securities and government agency obligations
Short-term investments:
Short-term investments:	0
Long-term investments:		0
Unobservable Inputs (Level 3) | Money market funds
Cash equivalents:
Money market funds	$ 0	$ 0

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Investments - Amortized Cost of Unrealized Gains and Losses and Fair Value of Investments (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 69,317,000	$ 99,943,000
Unrealized Gain	0	0
Unrealized Loss	(479,000)	(109,000)
Fair Value	$ 68,838,000	$ 99,834,000
Weighted-average maturity of short-term investments	4 months 24 days	4 months 24 days
Debt securities, available-for-sale, credit loss	$ 0		$ 0
Fair value of available-for-sale investments in a continuous unrealized loss position for 12 months or longer	$ 18,500,000	$ 0
Short-term investments: | Minimum
Debt Securities, Available-for-sale [Line Items]
Range of maturities	1 month	1 month
Short-term investments: | Maximum
Debt Securities, Available-for-sale [Line Items]
Range of maturities	12 months	12 months
Long-term investments:
Debt Securities, Available-for-sale [Line Items]
Weighted-average maturity of short-term investments		1 year 2 months 12 days
Corporate debt securities and commercial paper
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 43,318,000	$ 75,896,000
Unrealized Gain	0	0
Unrealized Loss	(156,000)	(26,000)
Fair Value	43,162,000	75,870,000
U.S. treasury securities and government agency obligations
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	25,999,000
Unrealized Gain	0
Unrealized Loss	(323,000)
Fair Value	$ 25,676,000
US Government Obligations
Debt Securities, Available-for-sale [Line Items]
Amortized Cost		16,024,000
Unrealized Gain		0
Unrealized Loss		(60,000)
Fair Value		15,964,000
Corporate debt securities and commercial paper
Debt Securities, Available-for-sale [Line Items]
Amortized Cost		8,023,000
Unrealized Gain		0
Unrealized Loss		(23,000)
Fair Value		$ 8,000,000

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Accrued Liabilities - (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Compensation and related costs	$ 4,000	$ 3,260
R&D related costs	1,997	644
Professional and legal fees	795	2,232
Other	91	203
Total	$ 6,883	$ 6,339

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Debt (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Apr. 30, 2020
Debt Instrument [Line Items]
Unsecured loan			$ 900
Gain on extinguishment of debt	$ 0	$ 890
Cares Act PPP Loan
Debt Instrument [Line Items]
Gain on extinguishment of debt		$ 900
Silicon Valley Bank | Cares Act PPP Loan | Commercial Paper
Debt Instrument [Line Items]
Unsecured loan term			24 months
Unsecured loan interest rate			1.00%

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Lease (Details) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2022 USD ($) ft² $ / ft²	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease payments		$ 400	$ 300	$ 1,000	$ 2,000
Weighted average discount rate		9.95%		9.95%
Decrease in lease liability				$ 191	0
Increase in operating lease right of use asset				200
Operating lease, liability		$ 4,200		4,200		$ 5,000
Operating lease right-of-use asset		4,718		4,718		$ 5,749
Operating lease, expense		$ 400	$ 300	$ 1,200	1,000
Remaining lease term		6 years		6 years
Lease obligations		$ 8,800		$ 8,800
One time payment, tenant improvements					$ 1,100
128 Spring Street Lease Amendment
Lessee, Lease, Description [Line Items]
Area of real estate property | ft²	9,340
Area of existing space | $ / ft²	30
Operating lease payments	$ 300

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Liability Related to the Sale of Future Royalties - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Mar. 31, 2019	Sep. 30, 2022
Nonmonetary Transaction [Line Items]
Non-cash interest rate	7.80%
Transaction fees	$ 0.6
Oberland Capital
Nonmonetary Transaction [Line Items]
Proceeds from royalty interest purchase agreement with Oberland Capital Management, LLC	65.0
Purchaser default option period		180 days
Oberland Capital | Aggregate Net Royalties Prior to 2027
Nonmonetary Transaction [Line Items]
Cash proceeds from royalty purchase agreement	53.5
Royalty amount threshold	$ 117.0

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Liability Related to the Sale of Future Royalties - Liability Due to Non-Cash Transaction (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Nonmonetary Transaction [Roll Forward]
Carrying value of liability related to the sale of future royalties beginning balance	$ 53,798
Amortization of capitalized issuance costs	46
Imputed interest expense	3,074
Less: payments to Oberland Capital, LLC	(6,649)
Carrying value of liability related to the sale of future royalties ending balance	$ 50,269

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Research and Development Collaborations (Details)	1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2003 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) program	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Feb. 29, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total revenues, net		$ 2,825,000	$ 3,039,000	$ 7,275,000	$ 7,514,000
Cost of royalty revenues		62,000	151,000	186,000	376,000
Accounts receivable		2,886,000		$ 2,886,000		$ 3,224,000
Number of program licensed | program				4
Royalties
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total revenues, net		2,843,000	3,058,000	$ 7,377,000	7,593,000
Genentech, Inc.
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount received for specified clinical development and regulatory objectives		59,000,000.0		59,000,000.0
Percentage of royalty rate decrease	2.00%
Cost of royalty revenues		100,000	200,000	200,000	400,000
Accounts receivable		2,900,000		2,900,000		3,200,000
Genentech, Inc. | Royalties
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total revenues, net		2,800,000	3,100,000	7,400,000	7,600,000
Genentech, Inc. | Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Eligible to receive contingent cash milestone payments (up to)	$ 115,000,000.0
Percentage of royalty on net sales	7.50%
Genentech, Inc. | Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of royalty on net sales	5.00%
Aurigene | IRAK4, PD1/VISTA, and PD1/TIM3 Programs
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Waived payment of milestone and other payments (up to)				42,500,000
Aurigene | Master Development and Manufacturing Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Prepaid expenses		0		0		0
Accrued expenses		100,000		100,000		$ 0
Aurigene | Master Development and Manufacturing Agreement | Research and Development Expense
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaborative arrangement payments agreement		$ 100,000	$ 500,000	$ 100,000	$ 1,200,000
Aurigene | Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty fees receivable (as a percent)		10.00%		10.00%			10.00%
ImmuNext
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Semi-annual maintenance fee payments		$ 400,000		$ 400,000
ImmuNext | Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maximum reimbursable expenses		300,000		300,000
Option exercise fee		20,000,000		20,000,000
Development milestone payments		4,600,000		4,600,000
Regulatory approval milestone payments		84,300,000		84,300,000
Sales milestone payments		$ 125,000,000		$ 125,000,000

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Common Stock (Details) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	May 31, 2021	Mar. 31, 2021	Feb. 29, 2020
Class of Stock [Line Items]
Common stock authorized (in shares)	227,812,500	227,812,500			227,812,500	151,875,000
Proceeds from issuance of common stock		$ 5,663,000	$ 0
Common Stock | Cantor Fitzgerald & Co
Class of Stock [Line Items]
Common stock authorized							$ 100,000,000
Compensation fee			3.00%
Number of shares sold (in shares)	4,583,695	4,583,695
Proceeds from issuance of common stock	$ 6,300,000	$ 6,300,000
Sale of stock remaining authorized amount	$ 93,700,000	$ 93,700,000
Common Stock | Aspire Capital Fund, LLC
Class of Stock [Line Items]
Number of shares sold (in shares)				7,990,516
Proceeds from issuance of common stock				$ 8,400,000
Sale of stock remaining authorized amount					$ 21,600,000
Authorized amount of stock repurchase								$ 30,000,000

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Stock Plans and Stock Based Compensation - Narrative (Details)	1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
	May 31, 2021 shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2022 USD ($) plan purchase_period $ / shares shares	Sep. 30, 2021 USD ($) $ / shares	Dec. 31, 2016 purchase_period	Dec. 31, 2021 shares
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Number of shareholder-approved, share-based compensation plans | plan			2
Granted (in shares)			6,108,100
Weighted average grant-date fair values of stock options (in dollars per share) | $ / shares			$ 2.18	$ 9.21
Unrecognized compensation cost, net of estimated forfeitures | $		$ 9,300,000	$ 9,300,000
Unrecognized compensation cost, weighted average period for recognition			3 years 3 months 18 days
Intrinsic values of employee stock options exercised | $			$ 0	$ 500,000
Outstanding shares (in shares)		0	0
Restricted Stock
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Vesting period (years)			4 years
Awarded (in shares)			0
Outstanding shares (in shares)		0	0			10,312
Restricted Stock | Officer
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Awarded (in shares)			2,019,300
Amended and Restated 2010 Stock Incentive Plan
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Shares authorized (in shares)	23,190,000
Number of shares under award to be removed from share pool			9,980,365
Amended and Restated 2010 Stock Incentive Plan | Employee Stock
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Additional shares authorized under the plan (in shares)	11,000,000
Amended and Restated 2010 Stock Incentive Plan | Stock Options, or Stock Appreciation Rights
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Period of time options are exercisable	10 years
Shares removed from pool (in shares per share)	1
Amended and Restated 2010 Stock Incentive Plan | Restricted Stock, RSUs, Other Stock-Based Awards, or Performance Awards
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Shares removed from pool (in shares per share)	1.3
Price charged for award based on fair market value percentage (less than)	100.00%
2010 Plan
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Granted (in shares)			3,663,800
2010 Plan | Non-Employee Directors
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Granted (in shares)			425,000
Vesting period (years)			1 year
2010 Plan | Tranche One
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Percentage of vested shares which are exercisable under stock option			25.00%
2010 Plan | Tranche Two
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Percentage of vested shares which are exercisable under stock option			6.25%
Employee Stock Purchase Plan
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Issuance of stock under Employee Stock Purchase Plan (in shares)		0	169,296
Employee Stock Purchase Plan | Employee Stock
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Shares authorized (in shares)		2,000,000	2,000,000
Price charged for award based on fair market value percentage (less than)			85.00%
Enrollment period			2 years
Number of purchase periods per year | purchase_period			4		2
Term of purchase periods			6 months		6 months
Shares available for future purchase under ESPP (in shares)		1,384,234	1,384,234

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Stock Plans and Stock Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Number of Shares
Beginning balance (in shares)	10,363,769
Granted (in shares)	6,108,100
Exercised (in shares)	0
Canceled/Forfeited (in shares)	(785,413)
Ending balance (in shares)	15,686,456	10,363,769
Exercisable at end of period (in shares)	7,846,344
Vested and unvested expected to vest at end of period (in shares)	10,242,332
Weighted Average Exercise Price per Share
Beginning balance (in dollars per share)	$ 3.80
Granted (in dollars per share)	2.66
Exercised (in dollars per share)	0
Canceled/Forfeited (in dollars per share)	5.74
Ending balance (in dollars per share)	3.26	$ 3.80
Exercisable at end of period (in dollars per share)	3.30
Vested and unvested expected to vest at end of period (in dollars per share)	$ 3.61
Weighted Average Remaining Contractual Life
Outstanding at end of period	7 years 7 months 28 days	7 years 4 months 28 days
Exercisable at end of period	6 years 4 months 13 days
Vested and unvested expected to vest at end of period	8 years 2 months 8 days
Aggregate Intrinsic Value
Outstanding at end of period	$ 2
Exercisable at end of period	1
Vested and unvested expected to vest at end of period	$ 1

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Stock Plans and Stock Based Compensation - Key Assumptions (Details)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Share-Based Payment Arrangement [Abstract]
Expected term	5 years 6 months	5 years 6 months
Risk -free Interest rate (minimum)	1.40%	0.40%
Risk -free Interest rate (maximum)	2.90%	1.40%
Expected volatility (minimum)	110.00%
Expected volatility (maximum)	114.00%
Expected volatility		109.00%

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Stock Plans and Stock Based Compensation - Restricted Stock Award Activity (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Number of Shares
Ending balance (in shares)	0
Restricted Stock
Number of Shares
Beginning balance (in shares)	10,312
Awarded (in shares)	0
Vested (in shares)	(10,312)
Forfeited (in shares)	0
Ending balance (in shares)	0
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 3.45
Awarded (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	3.45
Forfeited (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 0

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Stock Plans and Stock Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Total stock-based compensation expense	$ 1,324,000	$ 1,464	$ 5,008,000	$ 3,838
Research and development expenses
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Total stock-based compensation expense	505,000	553	2,084,000	1,331
General and administrative expenses
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Total stock-based compensation expense	$ 819,000	$ 911	$ 2,924,000	$ 2,507

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Loss Per Common Share (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Stock Options Outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	15,686,456	10,298,279

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Subsequent Event (Details) - Subsequent Event $ in Millions	Nov. 09, 2022 USD ($)
Subsequent Event [Line Items]
Reduction in workforce (as a percent)	30.00%
Separation related costs	$ 1.2