8-K
filed September 28, 2023, 7:59 PM ET
ticker CRIS
CIK 0001108205
other material
confidence high
sentiment neutral
materiality 0.75
Curis approves 1-for-20 reverse stock split; authorized common shares set at 22.78M after amendments
CURIS INC
- Special meeting on Sept 26, 2023 approved 1-for-20 reverse stock split; effective Sept 28, trading on split-adjusted basis Sept 29.
- Stockholders also approved increase in authorized capital stock from 232.8M to 460.6M and common from 227.8M to 455.6M before reverse split.
- After reverse split, authorized common shares reduced proportionately to 22,781,250; fractional shares rounded up.
- Board determined ratio of 1-for-20 following stockholder approval; reverse split does not change par value or preferred shares.
- Vote results: reverse split 73.0M for vs 12.3M against; authorized shares increase 71.4M for vs 13.9M against.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CURIS INC: Certificate of Amendment to effect a 1-for-20 reverse stock split of issued Common Stock, filed on September 28, 2023, effective at 5:00 p.m. Eastern Time on that date (effective 2023-09-28).
- Change
- charter amendment
- Effective
- 2023-09-28
Exact text from the filing
On September 28, 2023 (the “Effective Date”), the Company filed the Reverse Stock Split Certificate of Amendment with the Secretary of State of the State of Delaware, which will effect, as of 5:00 p.m. Eastern Time on the Effective Date, the Reverse Stock Split.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CURIS INC: Certificate of Amendment to increase authorized shares of capital stock from 232,812,500 to 460,625,000 and common stock from 227,812,500 to 455,625,000, effective upon filing on September 26, 2023 (effective 2023-09-26).
- Change
- charter amendment
- Effective
- 2023-09-26
Exact text from the filing
On September 26, 2023, Curis, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”), as a virtual web conference at www.virtualshareholdermeeting.com/CRIS2023SM, at which a quorum was present by proxy. 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 232,812,500 to 460,625,000 and the number of authorized shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), from 227,812,500 to 455,625,000 (the “Increase in Authorized Shares Certificate of Amendment”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CURIS INC shareholders approved Adjournment of the Special Meeting to permit further solicitation if necessary.
- Outcome
- passed
Exact text from the filing
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 the Authorized Shares Proposal or the Reverse Stock Split Proposal was approved: For Against Abstain 73,292,827 11,478,067 697,955
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CURIS INC shareholders approved Increase the number of authorized shares of capital stock from 232,812,500 to 460,625,000 and authorized shares of Common Stock from 227,812,500 to 455,625,000.
- Outcome
- passed
Exact text from the filing
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 232,812,500 to 460,625,000 and the number of authorized shares of Common Stock from 227,812,500 to 455,625,000 (the “Authorized Shares Proposal”) was adopted and approved: For Against Abstain 71,422,423 13,859,070 187,356
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CURIS INC shareholders approved Reverse stock split of issued shares of Common Stock at a ratio between 1-for-5 and 1-for-25, with board discretion on ratio and timing.
- Proposal
- reverse split
- Outcome
- passed
Exact text from the filing
The amendment to the Company’s Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the issued shares of Common Stock, by a ratio of not less than 1-for-5 and not more than 1-for-25, and a proportionate reduction in the number of authorized shares of capital stock and Common Stock, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of the Company’s board of directors without further approval or authorization of the Company’s stockholders (the “Reverse Stock Split Proposal”) was adopted and approved: For Against Abstain 73,031,848 12,284,263 152,738
View on SEC.gov
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