CURIS INC

Previous wording

The following discussion and analysis 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, as supplemented by the updated risk factors discussed in Part II, Item 1A, “Risk Factors” 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 subsidiary, except where the context otherwise requires, and the term “Curis” refers to Curis, Inc. Unless otherwise indicated, in this Quarterly Report on Form 10-Q, all applicable share amounts, per share amounts and exercise prices have been adjusted to reflect a 1-for-20 reverse stock split of Curis' common stock, or the Reverse Stock Split.

Current wording

The following discussion and analysis 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 “Cautionary Note Regarding Forward-Looking Statements and Industry Data” and the risk factors detailed further in Item 1A, “Risk Factors” of Part I of our Annual Report on Form 10-K, as supplemented by the updated risk factors discussed in Part II, Item 1A, “Risk Factors” 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 subsidiary, except where the context otherwise requires, and the term “Curis” refers to Curis, Inc. Unless otherwise indicated, in this Quarterly Report on Form 10-Q, all applicable share amounts, per share amounts and exercise prices have been adjusted to reflect a 1-for-20 reverse stock split of Curis’ common stock, or the Reverse Stock Split.

Previous wording

We are a biotechnology company focused on the development of emavusertib (CA-4948), an orally available, small molecule inhibitor of Interleukin-1 receptor associated kinase, or IRAK4 and FMS-like tyrosine kinase 3 or FLT3. Emavusertib is currently being evaluated in the TakeAim Lymphoma Phase 1/2 study (CA-4948-101) in patients with relapsed/refractory primary central nervous system lymphoma, or PCNSL, in combination with ibrutinib, a Bruton Tyrosine Kinase inhibitor or BTK inhibitor and in our recently initiated TakeAim CLL study, a Phase 2 combination study of emavusertib in chronic lymphocytic leukemia, or CLL, with zanubrutinib, a BTK inhibitor. Our monotherapy and combination studies of emavusertib in AML are substantially complete. Emavusertib has received Orphan Drug Designation from the U.S. Food and Drug Administration, or FDA, for the treatment of PCNSL, AML and MDS and from the European Commission for the treatment of PCNSL. We, through our 2015 collaboration with Aurigene Discovery Technologies Limited, or Aurigene, have the exclusive license to emavusertib (CA-4948).

Current wording

We are a biotechnology company focused on the development of emavusertib (CA-4948), an orally available, small molecule inhibitor of Interleukin-1 receptor associated kinase, or IRAK4 and FMS-like tyrosine kinase 3 or FLT3. Emavusertib is currently being evaluated in the TakeAim Lymphoma Phase 1/2 study (CA-4948-101) in patients with relapsed/refractory primary central nervous system lymphoma, or PCNSL, in combination with ibrutinib, a Bruton Tyrosine Kinase inhibitor or BTK inhibitor and in our recently initiated TakeAim CLL study, a Phase 2 combination study of emavusertib in chronic lymphocytic leukemia, or CLL, with zanubrutinib, a BTK inhibitor. Our monotherapy and combination studies of emavusertib in AML are substantially complete. Emavusertib has received Orphan Drug Designation from the U.S. Food and Drug Administration, or FDA, for the treatment of PCNSL, AML and MDS and from the European Commission for the treatment of PCNSL. We, through our 2015 collaboration with Aurigene Discovery Technologies Limited, or Aurigene, have the exclusive license to emavusertib.

Previous wording

In January 2026, we announced that we are focusing our operations on our ongoing combination Phase 1/2 study in relapsed/refractory, or R/R, PCNSL with ibrutinib and our recently initiated Phase 2 combination study of emavusertib in CLL with zanubrutinib. Our monotherapy and combination studies of emavusertib in AML are substantially complete, with additional funding, we plan to continue development of emavusertib in AML.

Current wording

In January 2026, we announced that we are focusing our operations on our ongoing Phase 1/2 study in relapsed/refractory, or R/R, PCNSL evaluating emavusertib in combination with ibrutinib and our recently initiated Phase 2 study evaluating emavusertib in combination with zanubrutinib in CLL. Our monotherapy and combination studies of emavusertib in AML are substantially complete, with additional funding, we plan to continue development of emavusertib in AML.

Previous wording

In August 2025, we announced a Phase 2 open label clinical study of emavusertib in combination with zanubrutinib in frontline CLL (CA-4948-203, NCT07271667), also known as the TakeAim CLL study. In July 2026, we announced the first five patients in the study were dosed.

Current wording

In August 2025, we announced a Phase 2 open label clinical study of emavusertib in combination with zanubrutinib in frontline CLL (CA-4948-203, NCT07271667), also known as the TakeAim CLL study. In July 2026, we announced the first five patients in the study had been dosed.

Previous wording

For submission in Europe, we engaged CHMP for scientific advice on the potential for CMA submission, with the following feedback:

Current wording

For submission in Europe, we engaged CHMP for scientific advice on the potential for a CMA submission, with the following feedback:

Previous wording

For submission in the U.S., we discussed with FDA the potential for an NDA submission for Accelerated Approval based on the lack of approved treatments, with the following feedback:

Current wording

For submission in the U.S., we discussed with the FDA the potential for an NDA submission for Accelerated Approval based on the lack of approved treatments, with the following feedback:

Previous wording

Since our inception, we have funded our operations primarily through private and public placements of our equity securities, license fees, contingent cash payments, royalties and research and development funding from our corporate collaborators, and the monetization of certain royalty rights. We have never been profitable on an annual basis and had an accumulated deficit of $1.3 billion as of June 30, 2026. For the six months ended June 30, 2026, we incurred a net loss of $32.8 million and used $18.6 million of cash in operations.

Current wording

Since our inception, we have funded our operations primarily through private and public placements of our equity securities, license fees, contingent cash payments, royalties and research and development funding from our corporate collaborators, and the monetization of certain royalty rights. We have never been profitable on an annual basis and had an accumulated deficit of $1.3 billion as of September 30, 2026. For the nine months ended September 30, 2026, we incurred a net loss of $40.9 million and used $24.4 million of cash in operations.

Previous wording

We expect to continue to generate operating losses in the foreseeable future. In August 2026, we completed a public offering, or the August 2026 Public Offering, for estimated net proceeds of approximately $4.8 million, after deducting placement agent fees and estimated offering expenses. Based upon our current operating plan, we believe that our $5.1 million of existing cash and cash equivalents as of June 30, 2026, together with the estimated net proceeds of approximately $4.8 million from the August 2026 Public Offering, should enable us to fund our existing operations into the fourth quarter of 2026. 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. Our current cash and cash equivalents are not expected to fund our operations beyond 12 months from the date of filing this Quarterly Report on Form 10-Q. We will require substantial additional funds in the immediate term to maintain our research and development program and support operations. See “Liquidity and Capital Resources—Funding Requirements” below and Note 1, Nature of Business, 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 for a further discussion of our liquidity and the conditions and events that raise substantial doubt regarding our ability to continue as a going concern.

Current wording

We expect to continue to generate operating losses in the foreseeable future. In October 2026, we closed a private placement or October 2026 Private Placement for net proceeds of $7.5 million after deducting placement agent fees and offering expenses. Based upon our current operating plan, we believe that our $5.0 million of existing cash and cash equivalents as of September 30, 2026, together with the net proceeds of approximately $7.5 million from the October 2026 Private Placement, should enable us to fund our existing operations into the first quarter of 2027. 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. Our current cash and cash equivalents are not expected to fund our operations beyond 12 months from the date of filing this Quarterly Report on Form 10-Q. We will require substantial additional funds in the immediate term to maintain our research and development program and support operations. See “Liquidity and Capital Resources—Funding Requirements” below and Note 1,Nature of Business, 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 for a further discussion of our liquidity and the conditions and events that raise substantial doubt regarding our ability to continue as a going concern.

Previous wording

We will need to generate significant revenues to achieve profitability, and do not expect to achieve profitability in the foreseeable future, if at all. We will require substantial additional funding to fund the development of emavusertib through regulatory approval and commercialization, and to support our continued operations. We will need to seek additional funding through a number of potential avenues, including private or public equity financings, collaborations, or other strategic transactions. Our ability to raise additional funds will depend on, among other factors, financial, economic and market conditions, as well as maintaining our listing on Nasdaq, many of which are outside of our control, and we may be unable to raise financing when needed, or on terms favorable to us. We have faced and expect to continue to face substantial difficulties in raising capital. If sufficient funds are not available, we will have to delay, reduce the scope of, or eliminate our research and development program for emavusertib, including related clinical trials and operating expenses, potentially delaying the time to market for or preventing the marketing of emavusertib, 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. If we are unable to obtain sufficient capital, we would be unable to fund our operations and may be required to evaluate alternatives, which could include dissolving and liquidating our assets or seeking protection under the bankruptcy laws, and a determination to file for bankruptcy could occur at a time that is earlier than when we would otherwise exhaust our cash resources. If we decide to dissolve and liquidate our assets or to seek protection under the bankruptcy laws, it is unclear to what extent we would be able to pay our obligations, and, accordingly, it is further unclear whether and to what extent any resources would be available for distributions to stockholders.

Current wording

We will need to generate significant revenues to achieve profitability, and do not expect to achieve profitability in the foreseeable future, if at all. We will require substantial additional funding to fund the development of emavusertib through regulatory approval and commercialization, and to support our continued operations. We will need to seek additional funding through a number of potential avenues, including private or public equity financings, collaborations, or other strategic transactions. Our ability to raise additional funds will depend on, among other factors, financial, economic and market conditions, as well as maintaining our listing on Nasdaq, many of which are outside of our control, and we may be unable to raise financing when needed, or on terms favorable to us. On November 2, 2026, we received a delist determination from Nasdaq for failure to comply with the minimum bid price requirement, which we have appealed. See Part II, Item 1A, “Risk Factors” for additional information. We have faced and expect to continue to face substantial difficulties in raising capital. If sufficient funds are not available, we will have to delay, reduce the scope of, or eliminate our research and development program for emavusertib, including related clinical trials and operating expenses, potentially delaying the time to market for or preventing the marketing of emavusertib, 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. If we are unable to obtain sufficient capital, we would be unable to fund our operations and may be required to evaluate alternatives, which could include dissolving and liquidating our assets or seeking protection under the bankruptcy laws, and a determination to file for bankruptcy could occur at a time that is earlier than when we would otherwise exhaust our cash resources. If we decide to dissolve and liquidate our assets or to seek protection under the bankruptcy laws, it is unclear to what extent we would be able to pay our obligations, and, accordingly, it is further unclear whether and to what extent any resources would be available for distributions to stockholders.

Previous wording

The following table summarizes our results of operations for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes our results of operations for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Revenues, net during the three and six months ended June 30, 2025 was primarily comprised of royalties on net sales of Erivedge. Following the sale of Erivedge in November 2025, we are no longer entitled to royalties on net sales of Erivedge.

Current wording

Revenues, net during the three and nine months ended September 30, 2025 were primarily comprised of royalties on net sales of Erivedge. Following the sale of Erivedge in November 2025, we are no longer entitled to royalties on net sales of Erivedge.

Previous wording

Cost of royalties during the three and six months ended June 30, 2025 was comprised of amounts due to third-party university patent licensors in connection with Genentech and Roche's net sales of Erivedge. Following the sale of Erivedge in November 2025, we are no longer obligated to make payments to licensors.

Current wording

Cost of royalties during the three and nine months ended September 30, 2025 was comprised of amounts due to third-party university patent licensors in connection with Genentech and Roche’s net sales of Erivedge. Following the sale of Erivedge in November 2025, we are no longer obligated to make payments to licensors.

Previous wording

Research and development expenses decreased by $0.7 million, or 10%, in the three months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily attributable to lower employee related costs, partially offset by an increase in manufacturing costs.

Current wording

Research and development expenses decreased by $0.8 million, or 13%, in the three months ended September 30, 2026 as compared to the same period in 2025. The decrease was primarily attributable to lower employee related costs, partially offset by an increase in clinical costs.

Previous wording

Research and development expenses decreased by $2.8 million, or 18%, in the six months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily attributable to lower employee related, clinical, manufacturing, and research costs.

Current wording

Research and development expenses decreased by $3.7 million, or 16%, in the nine months ended September 30, 2026 as compared to the same period in 2025. The decrease was primarily attributable to lower employee related, clinical, manufacturing, facilities and research costs.

Previous wording

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

Current wording

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

Previous wording

General and administrative expenses decreased by $0.3 million, or 9%, in the three months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily attributable to a decrease in employee related costs, partially offset by an increase in legal costs.

Current wording

General and administrative expenses decreased by $0.5 million, or 14%, in the three months ended September 30, 2026 as compared to the same period in 2025. The decrease was primarily attributable to a decrease in employee related costs, partially offset by an increase in legal costs.

Previous wording

General and administrative expenses increased by $0.8 million, or 10% in the six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily attributable to costs associated with the January 2026 PIPE Financing and an increase in legal costs, partially offset by a decrease in employee related costs.

Current wording

General and administrative expenses increased by $0.3 million, or 3% in the nine months ended September 30, 2026 as compared to the same period in 2025. The increase was primarily attributable to costs associated with the January 2026 Private Placement and an increase in legal costs, partially offset by a decrease in employee related costs.

Previous wording

Other income (expense) increased by $1.7 million, or greater than 100%, in the three months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily attributable to the change in fair value of the warrant liability associated with the January 2026 PIPE Financing, partially offset by a decrease in the expense related to the sale of future royalties.

Current wording

Other income (expense) increased by $1.4 million, or greater than 100%, in the three months ended September 30, 2026 as compared to the same period in 2025. The increase was primarily attributable to the change in fair value of the warrant liability associated with the January 2026 Private Placement, partially offset by a decrease in the expense related to the sale of future royalties.

Previous wording

Other expense increased by $10.5 million, or greater than 100%, in the six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily attributable to the change in fair value of the warrant liability associated with the January 2026 PIPE Financing, partially offset by a decrease in the expense related to the sale of future royalties.

Current wording

Other expense increased by $9.1 million, or greater than 100%, in the nine months ended September 30, 2026 as compared to the same period in 2025. The increase was primarily attributable to the change in fair value of the warrant liability associated with the January 2026 Private Placement, partially offset by a decrease in the expense related to the sale of future royalties.

Previous wording

As of June 30, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $5.1 million, excluding restricted cash of $0.5 million. Our cash and cash equivalents are highly liquid investments with a maturity of three months or less at date of purchase. We maintain cash balances with financial institutions in excess of insured limits.

Current wording

As of September 30, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $5.0 million, excluding restricted cash of $0.5 million. Our cash and cash equivalents are highly liquid investments with a maturity of three months or less at date of purchase. We maintain cash balances with financial institutions in excess of insured limits.

Previous wording

In February 2024, we entered into an amended and restated sales agreement with Cantor Fitzgerald & Co. (“Cantor”) and JonesTrading Institutional Services LLC (“JonesTrading”) (the “2024 Sales Agreement”). Pursuant to the 2024 Sales Agreement, we can sell from time to time up to $100.0 million shares of the Company’s common stock through an “at-the-market offering” program under which Cantor and JonesTrading act as sales agents. We sold no shares of common stock under the 2024 Sales Agreement during the six months ended June 30, 2026. As of June 30, 2026, $98.8 million of shares of common stock remained available for sale under the 2024 Sales Agreement. As long as our public float is under $75.0 million, we are restricted from selling shares of our common stock under our shelf registration statement on Form S-3, including those sold under the 2024 Sales Agreement to an amount, in aggregate, that is no more than one-third of our public float during the 12 month period immediately prior to, and including, any such sale.

Current wording

In February 2024, we entered into an amended and restated sales agreement with Cantor Fitzgerald & Co. (“Cantor”) and JonesTrading Institutional Services LLC (“JonesTrading”) (the “2024 Sales Agreement”). Pursuant to the 2024 Sales Agreement, we can sell from time to time up to $100.0 million shares of our common stock through an “at-the-market offering” program under which Cantor and JonesTrading act as sales agents. We sold 107,449 shares of common stock under the 2024 Sales Agreement during both the three and nine months ended September 30, 2026. As of September 30, 2026, $98.2 million of shares of common stock remained available for sale under the 2024 Sales Agreement. As long as our public float is under $75.0 million, we are restricted from selling shares of our common stock under our shelf registration statement on Form S-3, including those sold under the 2024 Sales Agreement to an amount, in aggregate, that is no more than one-third of our public float during the 12 month period immediately prior to, and including, any such sale.

Previous wording

In January 2026, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we sold and issued: an aggregate of (i) 20,195 shares of our Series B convertible non-redeemable preferred stock, par value $0.01 per share, or the January 2026 Series B Preferred Stock, (ii) Series A warrants, or the January 2026 Series A Common Warrants, to purchase 1,346,346 shares of our common stock (or, in certain circumstances, pre-funded warrants to purchase shares of Common Stock), or the January 2026 Pre-Funded Warrants, (iii) Series B warrants, or the January 2026 Series B Common Warrants, to purchase 1,346,346 shares of common stock (or, in certain circumstances, January 2026 Pre-Funded Warrants) and (iv) Series C warrants to purchase 1,346,346 shares of common stock (or, in certain circumstances, January 2026 Pre-Funded Warrants), or the January 2026 Series C Common Warrants and, together with the January 2026 Series A Common Warrants and the January 2026 Series B Common Warrants, the January 2026 Warrants, in the January 2026 PIPE Financing. Each share of the January 2026 Series B Preferred Stock was sold together with a January 2026 Series A Common Warrant to purchase 66.6665 shares of common stock, a January 2026 Series B Common Warrant to purchase 66.6665 shares of common stock and a January 2026 Series C Common Warrant to purchase 66.6665 shares of common stock, collectively, a Security. The Securities were sold at a purchase price of $1,000.00 per Security. The January 2026 Warrants each have an exercise price of $15.00 per share, subject to conditions defined in the financing agreement, and have the following termination conditions:

Current wording

In January 2026, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we sold and issued: an aggregate of (i) 20,195 shares of our Series B convertible non-redeemable preferred stock, par value $0.01 per share, or the January 2026 Series B Preferred Stock, (ii) Series A warrants, or the January 2026 Series A Common Warrants, to purchase 1,346,346 shares of our common stock (or, in certain circumstances, pre-funded warrants to purchase shares of Common Stock), or the January 2026 Pre-Funded Warrants, (iii) Series B warrants, or the January 2026 Series B Common Warrants, to purchase 1,346,346 shares of common stock (or, in certain circumstances, January 2026 Pre-Funded Warrants) and (iv) Series C warrants to purchase 1,346,346 shares of common stock (or, in certain circumstances, January 2026 Pre-Funded Warrants), or the January 2026 Series C Common Warrants and, together with the January 2026 Series A Common Warrants and the January 2026 Series B Common Warrants, the January 2026 Warrants, in the January 2026 Private Placement. Each share of the January 2026 Series B Preferred Stock was sold together with a January 2026 Series A Common Warrant to purchase 66.6665 shares of common stock, a January 2026 Series B Common Warrant to purchase 66.6665 shares of common stock and a January 2026 Series C Common Warrant to purchase 66.6665 shares of common stock, collectively, a Security. The Securities were sold at a purchase price of $1,000.00 per Security. The January 2026 Warrants each have an exercise price of $15.00 per share, subject to conditions defined in the financing agreement, and have the following termination conditions:

Previous wording

The January 2026 Series B Common Warrants will terminate upon the 30th calendar day following the date on which the Company publicly announces that the fifth patient has been dosed in the Company’s Phase 2 clinical trial of emavusertib in combination with an approved Bruton Tyrosine Kinase Inhibitor in chronic lymphocytic leukemia (the “Initial Termination Date”). We announced the dosing of the fifth patient on July 30, 2026. If the closing sale price of our common stock at the Initial Termination Date is below the exercise price of $15 per share, such exercise price will be reset to the closing sale price of our common stock on the Initial Termination Date (provided that the exercise price will not be reduced to less than 50% of the initial exercise price) and the Initial Termination Date will be extended an additional 30 days.

Current wording

The terms of the January 2026 Series B Common Warrants provided that they would terminate upon the 30th calendar day following the date on which the Company publicly announces that the fifth patient has been dosed in the Company’s Phase 2 clinical trial of emavusertib in combination with an approved Bruton Tyrosine Kinase Inhibitor in chronic lymphocytic leukemia (the “Initial Termination Date”) and, if the closing sale price of the Company’s common stock at the Initial Termination Date was below the exercise price of $15.00 per share, such exercise price would be reset to the closing sale price of the Company’s common stock on the Initial Termination Date (provided that the exercise price would not be reduced to less than 50% of the initial exercise price) and the Initial Termination Date would be extended an additional 30 days. The Company announced the dosing of the fifth patient on July 30, 2026. On August 29, 2026, the exercise price of the January 2026 Series B Common Warrants was reset to $7.50 and the Initial Termination Date was extended by 30 days. On September 28, 2026, the January 2026 Series B Common Warrants expired unexercised.

Previous wording

In March 2026, our stockholders approved the January 2026 PIPE Financing and each outstanding share of Series B Preferred Stock was automatically converted into 66.6665 shares of common stock (the “Automatic Conversion”), subject to the terms of the Certificate of Designations and subject to the applicable Beneficial Ownership Limitations (as defined below). The “Beneficial Ownership Limitations” prohibit the conversion of shares of January 2026 Series B Preferred Stock into common stock in the Automatic Conversion to the extent that, after giving effect to the Automatic Conversion, a purchaser would beneficially own more than a percentage specified by each such purchaser (initially, 4.99%, 9.99% or 19.99%) of the total number of shares of common stock outstanding immediately after giving effect to such conversion. Instead, with respect to any shares of January 2026 Series B Preferred Stock that were not converted in the Automatic Conversion (the “Unconverted Preferred”), we issued such purchaser a Pre-Funded Warrant exercisable for the number of shares of its common stock equal to the common stock issuable upon conversion of the Unconverted Preferred, subject to the terms and conditions of the Pre-Funded Warrant. We issued 1,312,200 shares of common stock and 34,148 January 2026 Pre-Funded Warrants as a result of the Automatic Conversion.

Current wording

In March 2026, our stockholders approved the January 2026 Private Placement and each outstanding share of Series B Preferred Stock was automatically converted into 66.6665 shares of common stock (the “Automatic Conversion”), subject to the terms of the Certificate of Designations and subject to the applicable Beneficial Ownership Limitations (as defined below). The “Beneficial Ownership Limitations” prohibit the conversion of shares of January 2026 Series B Preferred Stock into common stock in the Automatic Conversion to the extent that, after giving effect to the Automatic Conversion, a purchaser would beneficially own more than a percentage specified by each such purchaser (initially, 4.99%, 9.99% or 19.99%) of the total number of shares of common stock outstanding immediately after giving effect to such conversion. Instead, with respect to any shares of January 2026 Series B Preferred Stock that were not converted in the Automatic Conversion (the “Unconverted Preferred”), we issued such purchaser a Pre-Funded Warrant exercisable for the number of shares of its common stock equal to the common stock issuable upon conversion of the Unconverted Preferred, subject to the terms and conditions of the Pre-Funded Warrant. We issued 1,312,200 shares of common stock and 34,148 January 2026 Pre-Funded Warrants as a result of the Automatic Conversion.

Previous wording

The net proceeds we received from the January 2026 PIPE Financing were approximately $18.6 million, excluding the proceeds from any exercise of the January 2026 Warrants.

Current wording

The net proceeds we received from the January 2026 Private Placement were approximately $18.6 million, excluding the proceeds from any exercise of the January 2026 Warrants.

Previous wording

In August 2026, we completed the August 2026 Public Offering with certain new and existing healthcare-focused institutional investors for the purchase and sale of 335,001 shares of our common stock together with warrants to purchase up to 3,733,334 shares of our common stock (the “August 2026 Warrants) at a combined public offering price of $1.50 per share and accompanying common warrant, and in lieu of common stock, to certain investors, Pre-Funded Warrants to purchase up to 3,398,333 shares of our common stock at a combined public offering price of $1.49 per pre-funded warrant and accompanying common warrant. The common warrants have an exercise price of $1.75 per share, are immediately exercisable and expire five years from the issuance date. The pre-funded warrants have an exercise price of $0.01 per share and are immediately exercisable until exercised in full. The net proceeds from the August 2026 Public Offering are expected to be approximately $4.8 million, after deducting placement agent fees and estimated expenses and excluding the proceeds from any exercise of the August 2026 Warrants.

Current wording

In August 2026, we completed the August 2026 Public Offering with certain new and existing healthcare-focused institutional investors for the purchase and sale of 335,001 shares of our common stock together with warrants to purchase up to 3,733,334 shares of our common stock (the “August 2026 Warrants) at a combined public offering price of $1.50 per share and accompanying common warrant, and in lieu of common stock, to certain investors, Pre-Funded Warrants to purchase up to 3,398,333 shares of our common stock at a combined public offering price of $1.49 per pre-funded warrant and accompanying common warrant. The common warrants have an exercise price of $1.75 per share, are immediately exercisable and expire five years from the issuance date. The pre-funded warrants have an exercise price of $0.01 per share and are immediately exercisable until exercised in full. The net proceeds from the August 2026 Public Offering were approximately $4.8 million, excluding the proceeds from any exercise of the August 2026 Warrants.

Previous wording

The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes our cash flows for the nine months ended September 30, 2026 and 2025:

Previous wording

Cash flows from operating activities consist of our net loss adjusted for various non-cash items and changes in operating assets and liabilities. Cash used in operating activities increased by $3.4 million, or 22%, primarily due to timing of payments.

Current wording

Cash flows from operating activities consist of our net loss adjusted for various non-cash items and changes in operating assets and liabilities. Cash used in operating activities increased by $3.6 million, or 17%, primarily due to the impact of the sale of Erivedge to Oberland for the nine months ended September 30, 2025.

Previous wording

There was no cash provided by or used in investing activities during both the six months ended June 30, 2026 and 2025.

Current wording

There was no cash provided by or used in investing activities during both the nine months ended September 30, 2026 and 2025.

Previous wording

Cash provided by financing activities increased by $13.3 million, or greater than 100%. Cash provided by financing activities during the six months ended June 30, 2026 was due to proceeds from the January 2026 PIPE Financing. Cash provided by financing activities during the six months ended June 30, 2025 was due to proceeds from the March 2025 Offerings, partially offset by payments related to the Oberland Purchase Agreement.

Current wording

Cash provided by financing activities increased by $14.5 million, or greater than 100%. Cash provided by financing activities during the nine months ended September 30, 2026 was due to proceeds from the January 2026 Private Placement and the August 2026 Public Offering. Cash provided by financing activities during the nine months ended September 30, 2025 was due to proceeds from the March 2025 Offerings and the July 2025 Offerings, partially offset by payments related to the Oberland Purchase Agreement.

Previous wording

In August 2026, we completed the August 2026 Public Offering for estimated net proceeds of approximately $4.8 million, after deducting placement agent fees and estimated offering expenses. Based upon our current operating plan, we believe that our $5.1 million of existing cash and cash equivalents as of June 30, 2026, together with the estimated net proceeds of approximately $4.8 million from the August 2026 Public Offering, should enable us to fund our existing operations into the fourth quarter of 2026. 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. Our current cash and cash equivalents are not expected to fund our operations beyond 12 months from the date of filing this Quarterly Report on Form 10-Q. See Note 1, Nature of Business, 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 for a further discussion of our liquidity and the conditions and events that raise substantial doubt regarding our ability to continue as a going concern. Our resources are focused on emavusertib. If we are unable to obtain sufficient funding, we will be forced to delay, reduce in scope or eliminate our research and development program for emavusertib, including related clinical trials and operating expenses, potentially delaying the time to market for, or preventing the marketing of, emavusertib, which would adversely affect our business prospects and our ability to continue operations, and would have a negative impact on our financial condition and our ability to pursue our business strategies. We have faced and expect to continue to face substantial difficulties in raising capital. Our ability to raise additional funds will depend on, among other factors, financial, economic and market conditions as well as maintaining our continued listing on Nasdaq, many of which are outside of our control, and we may be unable to raise financing when needed, or on terms favorable to us, or at all. 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. Our failure to raise capital through a financing or strategic alternative as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. If we are unable to obtain sufficient capital, we would be unable to fund our operations and may be required to evaluate alternatives, which could include dissolving and liquidating our assets or seeking protection under the bankruptcy laws, and a determination to file for bankruptcy could occur at a t…

Excerpt shortened here; the source contains the full paragraph.

Current wording

In October 2026, we completed the October 2026 Private Placement for net proceeds of approximately $7.5 million, after deducting placement agent fees and offering expenses. Based upon our current operating plan, we believe that our $5.0 million of existing cash and cash equivalents as of September 30, 2026, together with the net proceeds of approximately $7.5 million from the October 2026 Private Placement, should enable us to fund our existing operations into the first quarter of 2027. 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. Our current cash and cash equivalents are not expected to fund our operations beyond 12 months from the date of filing this Quarterly Report on Form 10-Q. See Note 1,Nature of Business, 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 for a further discussion of our liquidity and the conditions and events that raise substantial doubt regarding our ability to continue as a going concern. Our resources are focused on emavusertib. If we are unable to obtain sufficient funding, we will be forced to delay, reduce in scope or eliminate our research and development program for emavusertib, including related clinical trials and operating expenses, potentially delaying the time to market for, or preventing the marketing of, emavusertib, which would adversely affect our business prospects and our ability to continue operations, and would have a negative impact on our financial condition and our ability to pursue our business strategies. We have faced and expect to continue to face substantial difficulties in raising capital. Our ability to raise additional funds will depend on, among other factors, financial, economic and market conditions as well as maintaining our continued listing on Nasdaq, many of which are outside of our control, and we may be unable to raise financing when needed, or on terms favorable to us, or at all. On November 2, 2026, we received a delist determination from Nasdaq for failure to comply with the minimum bid price requirement, which we have appealed. See Part II, Item 1A, “Risk Factors” for additional information. 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. Our failure to raise capital through a financing or strategic alternative as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. If we are unable to obtain sufficient capital, we would be unable to fund our operations and may be requ…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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:

Current wording

Furthermore, there are several 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:

Previous wording

For the foreseeable future, we will need to spend significant capital in an effort to develop and commercialize emavusertib 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 program or continue our operations.

Current wording

For the foreseeable future, we will need to spend significant capital to develop and commercialize emavusertib 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 program or continue our operations.

Previous wording

During the six months ended June 30, 2026, there were no material changes to our critical accounting estimates as reported in our Annual Report on Form 10-K.

Current wording

During the nine months ended September 30, 2026, there were no material changes to our critical accounting estimates as reported in our Annual Report on Form 10-K.