Dentzer James E 4

What Happened

• James E. Dentzer, President, CEO and a director of Curis, acquired 100 Series B Convertible Non‑Redeemable Preferred Stock units on March 17, 2026. Each unit was sold with three warrants (Series A, B and C). The purchase price was $1,000 per Security, for a total cash outlay of $100,000. The Form 4 reports one derivative stake of 100 (preferred) and three derivative entries of 133,333 each (the number of common shares underlying each warrant series across the 100 securities).
• These securities are derivative in nature: each Series B Preferred converts automatically into 1,333.33 shares of common stock (per preferred share) at 5:00 p.m. ET on March 20, 2026 (subject to the Certificate of Designations and beneficial ownership limits). Each Series A, B and C warrant is exercisable to purchase 1,333.33 common shares per Security (so for 100 Securities that equals 133,333 underlying shares per warrant series). In total, the 100 Securities provide potential rights to 533,332 common shares (100 × 5,333.32 common-equivalents).

Key Details

• Transaction date: March 17, 2026; Form filed: March 18, 2026 (appears timely).
• Consideration: $1,000 per Security; total paid by the reporting person = $100,000.
• Reported entries: 100 (Series B Preferred) and three entries of 133,333 (Series A, B and C warrants, expressed as underlying common shares).
• Potential common shares if all converted/exercised: approximately 533,332 shares.
• Important footnotes:
  • F1: Series B Preferred automatically converts to common on March 20, 2026 (1,333.33 common per preferred), subject to ownership limits.
  • F2: Each Security included a Series A, B and C warrant; the Securities were purchased by the Reporting Person.
  • F3/F5: Series A and C warrants became immediately exercisable on March 17, 2026.
  • F4: Series B warrants are immediately exercisable but terminate on a timeline tied to a clinical-trial dosing milestone and include an exercise-price reset mechanism if the stock price is below $0.75 at the termination date.
• Shares owned after the transaction: not specified in the provided filing excerpt.

Context

• These were not purchases of common stock but acquisition of preferred shares plus warrants that convert or can be exercised into common stock under set terms and timing. The preferred stock conversion is automatic on March 20, 2026 (subject to limits); the warrants (A and C) are immediately exercisable and Series B has special termination/exercise-price rules tied to a clinical milestone. Derivative grants like these represent potential future common stock exposure rather than immediate common‑stock ownership.