Curis, Inc. Files 8-K with Key Corporate Updates

TL;DR

Curis filed an 8-K detailing major corporate changes, director/officer updates, and shareholder votes.

AI Summary

On May 21, 2024, Curis, Inc. filed an 8-K report detailing several significant events. These include material modifications to the rights of security holders, changes in directors and officers, amendments to its articles of incorporation, and the submission of matters to a vote of security holders. The company also reported other events and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate governance and structural changes at Curis, Inc., which could impact its strategic direction and shareholder rights.

Risk Assessment

Risk Level: medium — The filing involves multiple items, including potential changes to security holder rights and board composition, which can introduce uncertainty.

Key Players & Entities

• Curis, Inc. (company) — Registrant
• May 21, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 128 Spring Street (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, Par Value $0.01 per share CRIS Nasdaq Capital Market
• $500,000 — on payable to non-employee directors to $500,000, and added a clawback provision to conf

Filing Documents

• cris-20240521.htm (8-K) — 68KB
• cris-may8xkamendedcertific.htm (EX-3.1) — 124KB
• exhibit991fifthamendedandr.htm (EX-99.1) — 124KB
• exhibit992amendedandrestat.htm (EX-99.2) — 78KB
• 0001108205-24-000047.txt ( ) — 584KB
• cris-20240521.xsd (EX-101.SCH) — 2KB
• cris-20240521_lab.xml (EX-101.LAB) — 23KB
• cris-20240521_pre.xml (EX-101.PRE) — 13KB
• cris-20240521_htm.xml (XML) — 3KB

03. Material Modification to Rights of Security Holders

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 21, 2024, Curis, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"), as a virtual web conference at www.virtualshareholdermeeting.com/CRIS2024, at which a quorum was present by proxy. At the Annual Meeting, the Company's stockholders approved the Company's Fifth Amended and Restated 2010 Stock Incentive Plan (the "Fifth Amended and Restated 2010 Plan") to reserve an additional 942,100 shares of common stock, $0.01 par value per share, of the Company (the "Common Stock") for issuance under the plan, increasing the total number of shares of Common Stock authorized for issuance thereunder from 1,159,500 shares to 2,101,600 shares. The Fifth Amended and Restated 2010 Plan also increased the per-participant limit to 500,000 shares of Common Stock, increased the limit on the maximum annual compensation payable to non-employee directors to $500,000, and added a clawback provision to confirm that a participant agrees to be bound by any Company clawback policy whether in effect now or in the future. In addition, the Company's stockholders approved an amendment to the Company's Amended and Restated 2010 Employee Stock Purchase Plan, as amended, to increase the number of shares of common stock available for issuance under the plan from 100,000 shares to 500,000 shares (the "Amended and Restated 2010 Employee Stock Purchase Plan, as amended"). The foregoing description of the Fifth Amended and the Restated 2010 Plan and the Amended and Restated 2010 Employee Stock Purchase Plan, as amended does not purport to be complete and is qualified in its entirety by reference to the full

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting, the Company's stockholders adopted and approved an amendment to the Company's Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company's capital stock from 27,781,250 to 39,171,875 and the number of authorized shares of the Common Stock from 22,781,250 to 34,171,875 (the "Increase in Authorized Shares Certificate of Amendment"). The additional Common Stock authorized by the Increase in Authorized Shares Certificate of Amendment has rights identical to the Company's currently outstanding Common Stock. The Company filed the Increase in Authorized Shares Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on May 22, 2024. The foregoing summary of the Increase in Authorized Shares Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Company's Restated Certificate of Incorporation, as amended, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders voted on seven proposals, each of which is described in the Company's Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2024: 1. The following nominees were elected to the Company's Board of Directors (the "Board") as Class I directors for terms of three years expiring at the 2027 annual meeting of stockholders: Name For Withheld Broker Non-votes Anne E. Borgman, M.D. 2,328,468 100,435 1,644,248 James E. Dentzer 2,301,631 127,272 1,644,248 2. A nonbinding advisory proposal on the compensation of the Company's named executive officers was approved: For Against Abstain Broker Non-votes 2,043,822 245,690 139,391 1,644,248 3. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified: For Against Abstain 3,840,174 92,056 140,921 4. The Fifth Amended and Restated 2010 Plan was approved: For Against Abstain Broker Non-votes 1,924,384 333,207 171,312 1,644,248 5. Amendment No. 2 to the Amended and Restated 2010 Employee Stock Purchase Plan was approved: For Against Abstain Broker Non-votes 1,997,786 260,217 170,900 1,644,248 6. The amendment to the Company's Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company's capital stock from 27,781,250 to 39,171,875 and the number of authorized shares of Common Stock from 22,781,250 to 34,171,875 was adopted and approved: For Against Abstain 2,881,545 1,188,625 2,981 7. The amendment to the Company's Restated Certificate of Incorporation, as amended, to provide for officer exculpation was not adopted or approved: For Against Abstain Broker Non-votes 1,884,977 540,580 3,346 1,644,248

01. Other Events

Item 8.01. Other Events. The Company is hereby reporting that as the Company's leukemia monotherapy studies near completion of enrollment, the Company is focusing its operations on the combination studies in relapsed/refractory primary CNS lymphoma (with ibrutinib) and front-line acute myeloid leukemia (with azacitidine and venetoclax), and the ongoing investigator-sponsored studies in solid tumors. Accordingly, on May 21, 2024, the Board approved and the Company initiated a plan to streamline operations. The Company intends to complete the planned enrollment in its monotherapy trials and deprioritize efforts not associated with ongoing combination studies, including an approximate 30% reduction in the Company's workforce. The Company does not expect these actions will have a significant impact on costs in 2024, but expects to see a reduction of costs associated with these measures in 2025. The Company's cash runway continues to support operations into 2025. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, any statements with respect to Curis's cash runaway; the extent, timing and financial aspects of the strategic prioritization and reduction in workforce and the expected reduction of associated costs in 2025; and Curis's plans, strategies and objectives for emavusertib, its clinical trials and studies. Forward-looking statements may contain the words "believes," "expects," "anticipates," "plans," "intends," "seeks," "estimates," "assumes," "predicts," "projects," "targets," "will," "may," "would," "could," "should," "continue," "potential," "focus," "strategy," "mission," or similar expressions. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other important factors that may cause actual results to be m

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 3.1 Restated Certificate of Incorporation of Curis, Inc. , as a mended 99.1 Fifth Amended and Restated 2010 Stock Incentive Plan 99.2 Amended and Restated 2010 Employee Stock Purchase Plan, as amended 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. Curis, Inc. Date: May 23, 2024 By: /s/ Diantha Duvall Diantha Duvall Chief Financial Officer

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