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Damora Therapeutics (NASDAQ: DMRA) completes move from Delaware to Cayman

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Damora Therapeutics, Inc. completed a redomestication from Delaware to the Cayman Islands effective July 16, 2026, via a Plan of Conversion. The company now exists as a Cayman Islands exempted company while continuing to operate as Damora Therapeutics, Inc. and to be treated as a U.S. corporation for federal tax purposes.

Each outstanding share of Delaware common stock automatically converted into one ordinary share, par value $0.00001 per share, of the Cayman company, and each preferred share converted into the corresponding Cayman preferred share. Options, rights and restricted stock units now relate to the same number of Cayman ordinary shares. Nasdaq trading continues under the symbol DMRA, with a new CUSIP G2646Y104 from the open on July 20, 2026, without trading interruption.

The company’s internal affairs and shareholder rights are now governed by Cayman law and the Cayman Memorandum and Articles of Association, and certain shareholder rights changed as described in the prior proxy statement. Business, management, obligations, assets, liabilities, material contracts, SEC reporting status and accounting treatment are stated to be unaffected. On July 16, 2026, Damora also entered into new indemnification agreements with all directors and executive officers, providing indemnification and advancement of expenses subject to specified terms.

Positive

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Negative

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Redomestication effective date July 16, 2026 Effective date of conversion from Delaware corporation to Cayman Islands exempted company
Effective time of Certificate of Conversion 4:45 p.m. Eastern Daylight Time Time the Delaware Certificate of Conversion became effective on July 16, 2026
Par value per ordinary share $0.00001 per share Par value of Cayman Company ordinary shares received upon conversion of Delaware common stock
Nasdaq trading with new CUSIP July 20, 2026 Date company ordinary shares began trading with CUSIP G2646Y104 under symbol DMRA
Special meeting date February 9, 2026 Date stockholders approved the redomestication and related proposals
Redomestication regulatory
"the redomestication of the Company from the State of Delaware to the Cayman Islands"
Redomestication is a company changing its legal home from one country or state to another by re-registering or swapping shares, much like a person moving their official address to a new jurisdiction. Investors care because that legal home determines tax rules, shareholder rights, regulatory oversight and listing requirements, which can affect dividend treatment, voting power, legal protections and the ease of buying or selling the stock.
Cayman Islands exempted company regulatory
"continues its existence as a Cayman Islands exempted company"
A Cayman Islands exempted company is a legal entity incorporated under Cayman Islands law that is set up to do business mainly outside the islands; it offers flexible rules, limited local reporting and tax neutrality. For investors, it matters because the company’s legal protections, shareholder rights, disclosure requirements and tax treatment follow Cayman law rather than the investor’s home jurisdiction, which can affect governance, transparency and how easy it is to enforce claims—think of it like a car registered in another state for legal and tax reasons.
Plan of Conversion regulatory
"by means of a plan of conversion (the “Plan of Conversion”)"
A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.
Cayman Memorandum and Articles of Association regulatory
"the Company’s Cayman Islands memorandum and articles of association (the “Cayman Articles”)"
Certificate of Designation regulatory
"Cayman Certificate of Designation of Preferences, Rights and Limitations"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

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FAQ

What corporate change did Damora Therapeutics (DMRA) complete in July 2026?
Damora Therapeutics redomesticated from Delaware to the Cayman Islands effective July 16, 2026, via a Plan of Conversion. It now operates as a Cayman Islands exempted company while retaining its name and U.S. federal tax corporation status.

How are Damora Therapeutics (DMRA) shares and listing affected by the redomestication?
Each Delaware common share became one Cayman ordinary share with par value $0.00001, and each preferred share converted to its Cayman equivalent. The ordinary shares continue trading on Nasdaq as DMRA, now under CUSIP G2646Y104 from July 20, 2026.

Did the redomestication change DMRA’s business, management, or contracts?
The company states the redomestication did not change its business, management, obligations, assets, liabilities or material contracts. Existing contractual rights and obligations now continue as those of the Cayman company, with the same directors and officers in place.

What happens to Damora Therapeutics (DMRA) options and RSUs after moving to Cayman?
All outstanding options, rights and restricted stock units remain in place and automatically became rights over an equal number of Cayman ordinary shares. Their terms and conditions are unchanged, other than referencing the new Cayman company and its ordinary shares.

How did shareholder rights and governing law change for DMRA after redomestication?
After the move, Damora’s internal affairs and shareholder rights are governed by Cayman Islands law and the Cayman Memorandum and Articles of Association, instead of Delaware law and prior charter documents. The company notes certain shareholder rights changed, as detailed in its earlier proxy statement.

What new protection did Damora Therapeutics (DMRA) put in place for directors and officers?
On July 16, 2026, Damora entered into indemnification agreements with each director and executive officer. These provide indemnification and advancement of expenses in actions related to their service with the company or other entities at the company’s request, subject to specified conditions.
--12-310001800315false00018003152026-07-162026-07-16

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): July 16, 2026

DAMORA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Cayman Islands

001-39655

37-1957007

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

 

 

 

 

 

 

221 Crescent Street

Building 23, Suite 105

Waltham, MA 02453

(Address of principal executive offices, including zip code)

 

 

 

 

 

 

 

 

 

(781) 281-9020

(Registrant’s telephone number, including area code)

 

 

 

 

 

 

 

 

 

 

(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(s)

Name of each exchange

on which registered

Ordinary Shares, $0.00001 par value per share

DMRA

The 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 1.01 Entry into a Material Definitive Agreement.

On July 16, 2026, Damora Therapeutics, Inc., a Cayman Islands exempted company (the “Company”), entered into indemnification agreements with each of its directors and executive officers (collectively, the “Indemnitees” and, the “Indemnification Agreements”), which replaced and superseded any previous indemnification agreements between the Company and each such individual. The Indemnification Agreements provide for certain indemnification and advancement of expenses by the Company in connection with actions or proceedings arising out of the Indemnitees’ service as directors or officers of the Company or service to other entities at the Company’s request, on the terms and subject to the conditions set forth therein.

The foregoing description of the Indemnification Agreements is not complete and is subject to and qualified in its entirety by reference to the complete text of the Indemnification Agreements, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 3.03 Material Modification to Rights of Security Holders.

The Company held a special meeting on February 9, 2026 (the “Special Meeting”) to approve all of the proposals in its definitive proxy statement filed on Form DEF 14A with the U.S. Securities and Exchange Commission (the “SEC”) on December 31, 2025 (the “Proxy Statement”). At the Special Meeting, the Company’s stockholders approved, among other matters, the redomestication of the Company from the State of Delaware to the Cayman Islands by conversion and by way of continuation (the “Redomestication”) by means of a plan of conversion (the “Plan of Conversion”), as described in the Proxy Statement. Pursuant to the Plan of Conversion, to effect the Redomestication, the Company (i) filed a Certificate of Conversion with the Secretary of State of the State of Delaware (the “Certificate of Conversion”), with an effective time of 4:45 p.m., Eastern Daylight Time, on July 16, 2026, and (ii) filed the Company’s Cayman Islands memorandum and articles of association (the “Cayman Articles”) with the Cayman Islands Registrar of Companies, with an effective date of July 16, 2026. The Company also filed certificates of designation with the Cayman Islands Registrar of Companies designating the Company’s Series A Non-Voting Convertible Preferred Shares, Series B Non-Voting Convertible Preferred Shares, and Series C Non-Voting Convertible Preferred Shares, each with an effective date of July 16, 2026 (the “Cayman Certificates of Designation”).

Following the Redomestication, the Company’s ordinary shares commenced trading at the open of trading on July 20, 2026, at which time the Company ordinary shares were represented by a new CUSIP number (G2646Y104).

 

Through the adoption of the Plan of Conversion, from the effective time of the Redomestication:

•
The Company continues its existence as a Cayman Islands exempted company (the “Cayman Company”) and continues to operate its business under the name “Damora Therapeutics, Inc.”
•
The internal affairs of the Company ceased to be governed by Delaware law and instead are governed by Cayman Islands law.
•
The Company ceased to be governed by the Company’s amended and restated certificate of incorporation and the Company’s amended and restated by-laws and instead is governed by the provisions of the Cayman Articles.
•
The Redomestication did not result in any change in the Company’s business, management, obligations, assets or liabilities (other than as a result of the transaction costs related to the Redomestication).
•
The Company continues to be treated as a U.S. corporation for all purposes under the Internal Revenue Code of 1986, as amended.
•
Each outstanding share of Company common stock automatically converted into one ordinary share, par value $0.00001 per share, of the Cayman Company (the “Company ordinary shares”).
•
Each outstanding share of any series of Company preferred stock automatically converted into one outstanding share of the corresponding series of the preferred shares of the Cayman Company.
•
Shareholders of the Company are not required to exchange their existing stock certificates (if any) for new share certificates.
•
Each outstanding option or right to acquire shares of Company common stock continues in existence in the form of and automatically becomes an option or right to acquire an equal number of Company ordinary shares under the same terms and conditions.
•
Each outstanding restricted stock unit of the Company continues in existence in the form of and automatically becomes a restricted stock unit of the Cayman Company under the same terms and conditions.
•
The Cayman Company continues to be a publicly held company and will continue to file required periodic reports and other documents with the SEC. The Cayman Company and its shareholders are in the same respective positions under the federal securities laws as before the Redomestication.
•
The Company ordinary shares resulting from the Redomestication continue to be traded on Nasdaq under the symbol “DMRA.” Other than the trading of the Company ordinary shares under a new CUSIP number (G2646Y104) beginning at the open of trading on July 20, 2026, the Redomestication did not cause any interruption in the trading of such Company ordinary shares.
•
The Company’s management, including all directors and officers, remain the same in connection with the Redomestication and have the same positions with the Cayman Company.
•
The Redomestication did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue as rights and obligations of the Cayman Company.
•
The Redomestication did not have any material accounting implications.

 

Certain rights of the Company’s shareholders were changed as a result of the Redomestication. A more detailed description of the Plan of Conversion, Cayman Articles, and the effects of the Redomestication, is set forth in Proposal No. 3 of the Proxy Statement beginning on page 101, and the description contained therein is incorporated herein by reference.

The foregoing descriptions of the Plan of Conversion, Cayman Articles, and Cayman Certificates of Designation do not purport to be complete and are subject to and qualified in their entirety by the full text of the Plan of Conversion, Cayman Articles, and Cayman Certificates of Designation, copies of which are attached hereto as Exhibits 2.1, 3.1, 3.2, 3.3, and 3.4, respectively, and are incorporated herein by reference.

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

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 17, 2026, the Company issued a press release announcing the consummation of the Redomestication, which is included in this Current Report on Form 8-K as Exhibit 99.1.

 

The exhibit furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Description

2.1*

Plan of Conversion.

3.1*

Cayman Memorandum and Articles of Association.

3.2*

Cayman Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Shares, effective July 16, 2026.

3.3*

Cayman Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Shares, effective July 16, 2026.

3.4*

Cayman Certificate of Designation of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Shares, effective July 16, 2026.

10.1*

Form of Indemnification Agreement for directors and officers.

99.1*

Press Release, issued on July 17, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

 

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.

 

 

 

 

 

 

 

 

 

Damora Therapeutics, Inc.

(Registrant)

 

 

 

 

Date: July 20, 2026

 

By:

/s/ Jennifer Jarrett

 

 

 

Jennifer Jarrett

 

 

 

President and Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

Damora Announces Redomestication from Delaware to Cayman Islands

 

BOSTON, July 17, 2026 (GLOBE NEWSWIRE) -- Damora Therapeutics, Inc. (Damora or the Company) (NASDAQ: DMRA), a biotechnology company working to fundamentally redefine care for patients with blood disorders, today announced the completion of the redomestication of the Company from the State of Delaware to the Cayman Islands, effective on July 16, 2026. Each outstanding share of the Delaware Company’s common stock automatically converted into one ordinary share, par value $0.00001 per share, of the Company, and each outstanding share of any series of the Delaware Company’s preferred stock automatically converted into one outstanding share of the corresponding series of the preferred shares of the Company. The redomestication was previously approved by the Company’s board of directors and subsequently approved by the stockholders of the Company at a Special Meeting of Stockholders held on February 9, 2026.

 

Effective on July 20, 2026, the Company’s ordinary shares will trade on Nasdaq under a new CUSIP – G2646Y104. The Company’s ordinary shares will continue to be traded on Nasdaq under the symbol “DMRA”. The redomestication will not result in any change to the Company’s business, management, obligations, assets or liabilities.

 

About Damora Therapeutics

Damora Therapeutics is an innovative biotechnology company that aims to fundamentally redefine care for people with hematologic disorders. We are advancing a new generation of biologics to treat mutant calreticulin-driven myeloproliferative neoplasms, including essential thrombocythemia and myelofibrosis, where there is significant medical need for disease-modifying treatments. With multiple programs with best-in-class potential on track to enter clinical development in 2026, our goal is to rapidly bring forward optimized therapies with broad mutation coverage and exceptional convenience to dramatically improve patient outcomes. For more information, visit www.damoratx.com or follow us on LinkedIn.

 

Forward-Looking Statements

Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements relating to the Company’s expectations, hopes, beliefs, intentions or strategies regarding the Company’s assets, pipeline and business and the expected timing of the effectiveness on Nasdaq of a new CUSIP for the Company’s ordinary shares. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those uncertainties and factors described under the headings “Risk Factors,” “Cautionary Information Regarding Forward-Looking Statements” or “Cautionary Statement Regarding Forward-Looking Statements” in the Company’s most recent filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth therein will be achieved or that any of the contemplated results of such forward-looking statements will

 

 

be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The Company does not undertake or accept any duty to make any updates or revisions to any forward-looking statements.

 

Media Contact:

 

Lia Dangelico

Deerfield Group

lia.dangelico@deerfieldgroup.com

 

Investor Contact:

 

Brian Ritchie

LifeSci Advisors

britchie@lifesciadvisors.com

Source: View Original Filing on SEC EDGAR

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