Curis (NASDAQ: CRIS) ups share authorization and clears expansive 2026 incentive plan

Rhea-AI Filing Summary

Curis, Inc. stockholders approved a major increase in the company’s authorized capital and a new long-term equity incentive plan at a special meeting held as a virtual conference.

The amendment to the Restated Certificate of Incorporation raises authorized capital stock from 73,343,750 to 288,757,150 shares and authorized common stock from 68,343,750 to 283,757,150 shares. Stockholders also approved the 2026 Incentive Plan, initially covering 6,407,374 shares plus up to 3,474,867 additional shares from expiring or forfeited prior awards, an annual “evergreen” increase of up to 5% of specified equity outstanding from 2027 through 2036, and up to 25,000,000 shares for incentive stock options. In accordance with Nasdaq Listing Rules 5635(c) and (d), they approved issuing common shares upon conversion of Series B Preferred Stock and exercises of Series A, B and C Warrants (or in some cases pre-funded warrants).

Insights

Equity Capital Markets Analyst

Curis secured broad stockholder approval to expand share capacity and future equity incentives.

Curis gained flexibility by increasing authorized capital stock to 288,757,150 shares and authorized common stock to 283,757,150 shares. This creates room for future financing, conversions and equity compensation but does not itself issue new shares.

The 2026 Incentive Plan’s 6,407,374-share base pool, potential 3,474,867-share rollover, and up to 5% annual evergreen through 2036 significantly extend equity-based compensation capacity. Up to 25,000,000 shares may be used for incentive stock options, aligning long-term incentives with common stock performance.

Approval, under Nasdaq Rules 5635(c) and (d), of share issuance upon conversion of Series B Preferred Stock and exercise of Series A, B and C Warrants (or certain pre-funded warrants) clarifies that these instruments can convert into common stock as designed, subject to their terms.

000110820512-31false00011082052026-03-172026-03-17

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): March 17, 2026

Curis, Inc.

(Exact Name of Registrant as Specified in Charter)

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)

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:        

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 17, 2026, Curis, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”), as a virtual web conference at www.virtualshareholdermeeting.com/CRIS2026SM, at which a quorum was present by proxy.

At the Special Meeting, the Company’s stockholders approved the Company’s 2026 Incentive Plan (the “2026 Plan”) under which awards may be made for up to a number of shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”) equal to the sum of: (i) 6,407,374 shares of Common Stock; (ii) such additional number of shares of Common Stock (up to 3,474,867 shares) as is equal to the number of shares of Common Stock reserved for issuance under the 2010 Plan that remain available for grant under the 2010 Plan as of the date of the Special Meeting and the number of shares of Common Stock subject to awards granted under the 2010 Plan and the number of shares subject to awards granted under the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4) (“Inducement Awards”), in each case, that are outstanding as of the date of the Special Meeting and which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right, and subject to the terms of the 2026 Plan; and (iii) an annual increase to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2027 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2036, equal to the lesser of (i) 5% of the sum of (a) the number of outstanding shares of Common Stock on such date, (b) the number of shares of Common Stock issuable upon conversion of any outstanding shares of convertible preferred stock of the Company (without giving effect to any restrictions or limitations on conversion) on such date, (c) the number of shares of Common Stock issuable upon the exercise of pre-funded warrants (without giving effect to any restrictions or limitations on conversion) issued by the Company as of such date, and (d) the number of shares subject to outstanding awards granted under the 2010 Plan, the Plan or as Inducement Awards as of such date and (ii) an amount determined by the Board. Awards in the form of “incentive stock options” may be granted with respect to a maximum of 25,000,000 shares of Common Stock under the 2026 Plan.

The description of the 2026 Plan contained on pages 24 to 37 of the Company’s Proxy Statement for the Special Meeting of Stockholders, filed with the Securities and Exchange Commission on February 19, 2026 (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the 2026 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Special 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 73,343,750 to 288,757,150 and the number of authorized shares of our common stock from 68,343,750 to 283,757,150 (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 March 17, 2026.

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.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the Company’s stockholders voted on four proposals, each of which is described in the Company’s Proxy Statement for the Special Meeting filed with the Securities and Exchange Commission on February 19, 2026:

1.The amendment to the Company’s Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our capital stock from 73,343,750 to 288,757,150 and the number of authorized shares of our common stock from 68,343,750 to 283,757,150 was adopted and approved:

For			Against			Abstain
6,866,241			837,448			14,157

2.In accordance with Nasdaq Listing Rules 5635(c) and (d), the issuance of shares of Common Stock upon the conversion of our Series B Preferred Stock and upon the exercise of our Series A Warrants, Series B Warrants and Series C Warrants (or, in certain circumstances, upon the exercise of Pre-Funded Warrants) was approved:

For			Against			Abstain			Broker Non-votes
4,027,480			774,047			4,576			2,911,743

3.The 2026 Plan was approved:

For			Against			Abstain			Broker Non-votes
3,235,516			1,284,395			286,192			2,911,743

4.The 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 that there are insufficient votes for, or otherwise in connection with, the adoption and approval of Proposal 1, Proposal 2 and/or Proposal 3 was approved:

For			Against			Abstain
6,654,405			1,007,537			55,904

Item 9.01. Financial Statements and Exhibits.

Exhibit Number						Description
3.1						Restated Certificate of Incorporation of Curis, Inc., as amended
99.1						2026 Incentive Plan (incorporated by reference to Appendix B of the Company’s Proxy Statement on Scheduled 14A, filed on February 19, 2026)
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:			March 17, 2026			By:			/s/ Diantha Duvall
									Diantha Duvall
									Chief Financial Officer

FAQ

What did Curis (CRIS) stockholders approve regarding authorized shares?

Stockholders approved a significant increase in authorized capital. Authorized capital stock rose from 73,343,750 to 288,757,150 shares, and authorized common stock rose from 68,343,750 to 283,757,150 shares, expanding Curis’s capacity to issue equity for financings, conversions and other corporate purposes.

What is Curis’s new 2026 Incentive Plan and how many shares does it cover?

The 2026 Incentive Plan is Curis’s new equity compensation program. It starts with 6,407,374 shares of common stock, plus up to 3,474,867 additional shares from unused or expiring prior awards, allowing the company to grant stock-based incentives to employees, directors and other eligible participants.

Does the Curis 2026 Incentive Plan include an evergreen feature?

Yes. Beginning in fiscal 2027 and continuing through fiscal 2036, the share pool may increase annually by up to 5% of specified equity outstanding, subject to a limit set by the Board, giving Curis ongoing flexibility to refresh its equity compensation capacity over time.

How many shares may be issued as incentive stock options under Curis’s 2026 Plan?

Under the 2026 Incentive Plan, Curis may grant incentive stock options covering up to 25,000,000 shares of common stock. This ceiling applies specifically to tax-qualified incentive stock options, separate from the overall plan share pool and its potential evergreen increases.

What did Curis stockholders approve about Series B Preferred Stock and warrants?

Stockholders approved the issuance of common shares upon conversion of Curis’s Series B Preferred Stock and upon exercise of its Series A, Series B and Series C Warrants, or in some cases related pre-funded warrants, as required by Nasdaq Listing Rules 5635(c) and 5635(d).

How did Curis stockholders vote on increasing authorized share capital?

For the amendment increasing authorized capital and common shares, votes were 6,866,241 for, 837,448 against, and 14,157 abstaining. This result reflects clear approval of the higher authorized share levels described in the amended Restated Certificate of Incorporation.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 140.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB