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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): May 19, 2026
Curis, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | 000-30347 | 04-3505116 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| | |
128 Spring Street, Building C - Suite 500, Lexington, MA 02421 |
| (Address of Principal Executive Offices) (Zip Code) |
(617) 503-6500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, Par Value $0.01 per share | | CRIS | | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 below is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 19, 2026, Curis, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders adopted and approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of the Company’s capital stock from 288,757,150 to 572,514,300 and the number of authorized shares of its common stock from 283,757,150 to 567,514,300 (the “Certificate of Amendment”). The additional shares of Common Stock authorized by the Certificate of Amendment has rights identical to the Company’s currently outstanding common stock. The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on May 19, 2026, which was effective upon filing. The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In addition, on May 19, 2026, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware, which was effective upon filing, eliminating from the Company’s Certificate of Incorporation, the Certificate of Designation with respect to the Company’s Series A Convertible Exchangeable Preferred Stock (the “Series A Preferred Stock”) and the Certificate of Designation with respect to the Company’s Series B Convertible Non-Redeemable Preferred Stock (the “Series B Preferred Stock”). The shares of Series A Preferred Stock and Series B Preferred Stock have been returned to the status of authorized and unissued shares of preferred stock of the Company, without designation as to series. The foregoing summary of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 21, 2026. The voting results are set forth below.
1.The following nominees were elected to the Board as Class III directors for terms of three years expiring at the Company’s 2029 annual meeting of stockholders:
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| Name | For | Withheld | Broker Non-Votes |
| Martyn D. Greenacre | 20,415,639 | 307,351 | 2,886,388 |
| Kenneth I. Kaitin, Ph.D. | 20,520,545 | 202,445 | 2,886,388 |
2.A nonbinding advisory proposal on the compensation of the Company’s named executive officers was approved:
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| For | Against | Abstain | Broker Non-Votes |
| 16,379,076 | 346,270 | 3,997,644 | 2,886,388 |
3.The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified:
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| For | Against | Abstain | Broker Non-Votes |
| 23,513,646 | 62,881 | 32,851 | — |
4.The amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock was adopted and approved:
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| For | Against | Abstain | Broker Non-Votes |
| 21,649,122 | 1,768,174 | 192,082 | — |
5.The proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event there are insufficient votes to approve Proposal 4 was approved:
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| For | Against | Abstain | Broker Non-Votes |
| 22,767,275 | 774,603 | 67,500 | — |
Although Proposal 5 was approved, an adjournment of the Annual Meeting was not necessary because the Company’s stockholders approved Proposal 4.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit Number | | Description |
| 3.1 | | |
| 3.2 | | |
| 104 | | Cover Page Interactive Data File (embedded within the InLine XBRL document) |
SIGNATURE
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 hereunto duly authorized.
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| | Curis, Inc. |
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| Date: | May 22, 2026 | By: | /s/ Diantha Duvall |
| | | Diantha Duvall |
| | | Chief Financial Officer |
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CURIS, INC.
Curis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing and approving an amendment to the Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation.
SECOND: That the amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation.
THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows:
“FOURTH: The Corporation is authorized to issue two classes of capital stock, one of which is designated as common stock, $0.01 par value per share (“Common Stock”), and the other of which is designated as preferred stock, $0.01 par value per share (“Preferred Stock”). The total number of shares of both classes of capital stock that the Corporation shall have authority to issue is 572,514,300 shares, consisting of 567,514,300 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series as set forth in Section (b) of this Article FOURTH. The following is a statement of the designations and the powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each class of capital stock of the Corporation.”
IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 19th day of May, 2026.
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| CURIS, INC. |
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| /s/ James E. Dentzer |
By: Title: | James E. Dentzer President and Chief Executive Officer |
CURIS, INC.
CERTIFICATE OF ELIMINATION OF
SERIES A CONVERTIBLE EXCHANGEABLE PREFERRED STOCK AND
SERIES B CONVERTIBLE NON-REDEEMABLE PREFERRED STOCK
Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), Curis, Inc. (the “Corporation”), a corporation organized and existing under the DGCL, hereby certifies as follows:
1.Pursuant to the authority vested in the Board of Directors of the Corporation (the “Board”) in accordance with the provisions of the Restated Certificate of Incorporation of the Corporation (as amended and/or restated from time to time, the “Certificate of Incorporation”), the Board previously adopted resolutions creating and authorizing a series of 1,426 shares of preferred stock, par value $0.01 per share, of the Corporation designated as Series A Convertible Exchangeable Preferred Stock (the “Series A Preferred Stock”), subject to the Certificate of Designations, Preferences and Rights of Series A Convertible Exchangeable Preferred Stock of Curis, Inc. (the “Series A Preferred Stock Certificate of Designations”), as filed with the Secretary of State of the State of Delaware on or about July 18, 2001.
2.The 1,000 previously issued shares of Series A Preferred Stock were cancelled by the Corporation on or about May 16, 2003, and 426 shares of Series A Preferred Stock remain authorized and unissued.
3.Pursuant to the authority vested in the Board in accordance with the provisions of the Certificate of Incorporation, the Board previously adopted resolutions creating and authorizing a series of 20,195 shares of preferred stock, par value $0.01 per share, of the Corporation designated as Series B Convertible Non-Redeemable Preferred Stock (the “Series B Preferred Stock”), subject to the Certificate of Designations, Preferences and Rights of Series B Convertible Non-Redeemable Preferred Stock of Curis, Inc. (the “Series B Preferred Stock Certificate of Designations”), as filed with the Secretary of State of the State of Delaware on January 7, 2026.
4.The 20,195 previously issued shares of Series B Preferred Stock were automatically converted into shares of the Corporation’s common stock and pre-funded warrants on or about March 20, 2026.
5.Pursuant to the authority conferred upon the Board pursuant to the Certificate of Incorporation, on May 19, 2026, the Board duly adopted the following resolutions, approving the elimination of the Series A Preferred Stock and Series B Preferred Stock, which resolutions have not been amended or rescinded:
NOW, THEREFORE, BE IT RESOLVED, that no shares of the Series A Preferred Stock are outstanding, and no further shares of such Series A Preferred Stock will be issued subject to the Series A Preferred Stock Certificate of Designations.
RESOLVED FURTHER, that no shares of the Series B Preferred Stock are outstanding and no further shares of such Series B Preferred Stock will be issued subject to the Series B Preferred Stock Certificate of Designations.
RESOLVED FURTHER, that all matters set forth in the Series A Preferred Stock Certificate of Designations with respect to such Series A Preferred Stock and all matters set forth in the Series B Preferred Stock Certificate of Designations with respect to such Series B Preferred Stock shall be eliminated from the Corporation’s Certificate of Incorporation.
RESOLVED FURTHER, that, upon the effectiveness of the Certificate of Elimination, the Series A Preferred Stock and Series B Preferred Stock shall be returned to the status of authorized and unissued shares of preferred stock of the Corporation, without designation as to series.
RESOLVED FURTHER, that the officers of the Corporation be, and hereby are, authorized and directed to file a Certificate of Elimination for the Series A Preferred Stock and Series B Preferred Stock with the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Series A Preferred Stock Certificate of Designations with respect to such Series A Preferred Stock and all matters set forth in the Series B Preferred Stock Certificate of Designations with respect to such Series B Preferred Stock shall be eliminated from the Certificate of Incorporation.
6.This Certificate of Elimination shall be effective upon its filing with the Secretary of State of the State of Delaware (the “Effective Date”).
7.In accordance with Section 151(g) of the DGCL, effective as of the Effective Date, all matters set forth in the previously filed Certificates of Designations with respect to the Series A Preferred Stock and Series B Preferred Stock are hereby eliminated.
IN WITNESS WHEREOF, Curis, Inc. has caused this Certificate of Elimination to be executed on its behalf by its duly authorized officer on this 19th day of May 2026.
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| CURIS, INC. |
| |
| By: | /s/ Diantha Duvall |
Name: Title: | Diantha Duvall Chief Financial Officer |