Curis (NASDAQ:CRIS) held a virtual special meeting of stockholders in which investors voted on four proposals, including an increase in authorized shares, approvals related to preferred stock conversion and warrant exercises, adoption of a new incentive plan, and an adjournment proposal designed to allow additional proxy solicitation if needed.
Meeting format and participants
The meeting was led by President and CEO Jim Dentzer, who said he would preside over the session. He noted the meeting was being recorded and that validated stockholders could submit questions about the proposals through the meeting web portal.
Quorum and notice of meeting
Duvall stated that Broadridge provided an affidavit indicating that, beginning Feb. 19, 2026, Curis’ notice and proxy materials were sent to stockholders of record as of Feb. 5, 2026.
McClelland reported that 7,717,846 shares were represented at the meeting, virtually or by proxy, out of 13,734,939 shares outstanding and entitled to vote as of Feb. 5, 2026. Based on that count, the company declared a quorum was present.
Proposals presented to stockholders
Stockholders were asked to vote on four proposals, presented in the order listed in the company’s notice of meeting and proxy materials. In each case, management said the board recommended approval.
- Proposal 1: Authorized shares amendment. Stockholders were asked to adopt and approve an amendment to Curis’ restated certificate of incorporation to increase the number of authorized shares of capital stock from 73,343,750 to 288,757,150, and the number of authorized shares of common stock from 68,343,750 to 283,757,150.
- Proposal 2: Preferred stock conversion and warrant exercise issuance approval. Stockholders were asked to approve, in accordance with Nasdaq Listing Rule 5635(c) and (d), the issuance of shares of common stock upon conversion of Curis’ Series B preferred stock and upon exercise of the company’s Series A, Series B, and Series C warrants (and, in certain circumstances, pre-funded warrants).
- Proposal 3: 2026 Incentive Plan. Stockholders were asked to approve Curis’ 2026 Incentive Plan.
- Proposal 4: Adjournment proposal. Stockholders were asked to approve a proposal to adjourn the special meeting to a later date or dates if necessary or appropriate to permit further solicitation of proxies, in the event of insufficient votes for approval of Proposal 1, Proposal 2, and/or Proposal 3.
Voting results and next steps
After presenting the proposals, Duvall paused for questions and said there were none submitted through the portal. The company then opened the polls and reminded stockholders that those who had already voted and did not intend to change their vote did not need to take further action. Eligible stockholders who had not voted, or who wished to change their vote, were directed to vote via the web portal.
Once voting concluded, the polls were closed and McClelland tabulated the votes and provided a preliminary report. Duvall announced that a majority of votes cast supported each proposal and declared all four proposals adopted and approved.
The company said final voting results would be included in a Form 8-K to be filed within four business days following the meeting. With no further business, Curis adjourned the formal portion of the meeting.
About Curis (NASDAQ:CRIS)
Curis, Inc is a biotechnology company focused on the discovery, development and commercialization of targeted small molecule and antibody therapeutics for the treatment of cancer. The company’s research centers on exploiting key signaling pathways and tumor microenvironment interactions to develop compounds with the potential to address unmet medical needs. Curis’ proprietary pipeline includes multiple programs at various stages of clinical and preclinical development, reflecting its emphasis on innovative oncology drug candidates.
Among Curis’ lead assets is CA-4948, an oral inhibitor of interleukin-1 receptor–associated kinase 4 (IRAK4) partnered with Ikena Oncology, which is being evaluated in hematologic malignancies and solid tumors.
