Welcome to the Curis Virtual Special Meeting of Stockholders. I am Bailey, and I'll be your operator for this meeting. All participants are in listen-only mode. I will now turn the meeting over to Jim Dentzer. Please proceed.
Good morning, and welcome to Curis' Special Meeting of Stockholders. I'm Jim Dentzer, President, CEO, and a member of the Curis Board of Directors, and I'll preside over this meeting. I hereby call this meeting to order and welcome Curis stockholders to this virtual special meeting of stockholders. Please refer to the agenda and the rules of conduct on the special meeting web portal. Diantha Duvall, our Chief Financial Officer, will conduct the formal part of this meeting. As a reminder, validated stockholders may ask questions about the proposals in the designated field on the special meeting web portal. Please note that this meeting is being recorded.
Joe McClelland, a representative from our proxy coordinator, Broadridge Financial Solutions, has been appointed to act as the Inspector of Election. Participating in this meeting telephonically are the other directors of the company, Martyn Greenacre, Dr. Anne Borgman, Dr. John Hohneker, Dr. Kenneth I. Kaitin, and Dr. Marc Rubin. Also with us on this call are representatives from WilmerHale, our outside legal counsel. I will now turn the meeting over to Diantha, who will conduct the formal part of the meeting.
Thank you, Jim. Voting will proceed after I declare the polls are open and will continue until I announce that the polls are closed. No ballots or proxies or revocations thereof or changes thereto will be accepted after the polls are closed. We will announce the results of the voting following the tabulation of the voting. If you have a question on a proposal, please submit your question through a special meeting web portal, and we will answer them after all proposals have been presented. Please note that various remarks that we make about future expectations, plans, or prospects for the Company constitute forward-looking statements for the purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in Risk Factor Summary and Risk Factors sections of our Form 10-K and Form 10-Q, which are on file with the SEC, and the factors that are discussed in other filings that we periodically make with the SEC. Additionally, these forward-looking statements represent our expectation only as of today. While we may elect to update these forward-looking statements, we specifically disclaim any obligation to do so. Any forward-looking statement should not be relied upon as representing our estimates or views as of any date subsequent to today. As indicated in the Notice of Special Meeting and accompanying documents, which were mailed to all stockholders, we are here today to consider four proposals.
We will consider each item in turn in the same order in which it appears in the notice of meeting. I have received an affidavit from the company's proxy coordinator, Broadridge Financial Solutions, Inc., certifying that commencing on February 19th, 2026, the notice and proxy materials for the special meeting was sent to stockholders of record as of February 5th, 2026. Mr. McClelland has been appointed to act as Inspector of Elections. I will now ask that Mr. McClelland furnish us with a count of the number of shares represented at this meeting to determine whether the shares represented at this meeting, either presented virtually or by proxy, are sufficient to constitute a quorum for the purposes of transacting business.
There are present at this meeting, present virtually or through proxy, a total of 7,717,846 shares of common stock out of a total of 13,734,939 shares of common stock outstanding as of February 5th, 2026 and entitled to vote at the meeting.
Thank you, Mr. McClelland, and we have a quorum. Turning now to the items to be voted on at this meeting. As indicated in the notice of meeting and proxy materials that were sent to stockholders. The first matter to be voted on by stockholders is to adopt and approve an amendment to our restated certificate of incorporation as amended. The restated certificate of incorporation to increase the number of authorized shares of our capital stock from 73,343,750- 288,757,150, and the number of authorized shares of our common stock from 68,343,750- 283,757,150. The authorized share proposal.
The board recommends that the authorized share proposal be approved. The second matter to be voted on by stockholders is to approve in accordance with Nasdaq Listing Rule 5635(c) and (d), the issuance of shares of our 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 circumstances upon the exercise of pre-funded warrants, the preferred stock conversion and warrant exercise proposal. The board recommends that the preferred stock conversion warrant exercise proposal be approved. The third matter to be voted on by stockholders is to approve our 2026 Incentive Plan, the 2026 Plan Proposal. The board recommends that the 2026 Plan Proposal be approved.
The fourth matter to be voted on by stockholders is 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 there are insufficient votes for, or otherwise in connection with the approval of Proposal One, Proposal Two, and/or Proposal Three, the adjournment proposal. The board recommends that the adjournment proposal be approved. Okay, let's pause here and see if there are any questions on any of the proposals. It appears there's no questions. The polls are open for each matter to be voted upon today. If you previously voted, whether by mail, telephone or internet, and you do not intend to change your vote, then there is no need for you to complete another proxy or to electronically vote during the meeting.
If you are eligible to vote and you have not submitted your proxy, or if you wish to change your vote, you may do so through the special meeting web portal by clicking on the Vote Share button and following the directions there. I'll pause here for voting. Now that the stockholders have had the opportunity to vote, the polls are now closed. Mr. McClelland, please tabulate the votes and provide your preliminary vote report.
The holders of a majority of the votes cast have voted in favor of the authorized shares proposal, and I hereby declare that the authorized shares proposal has been adopted and approved. The holders of a majority of the votes cast have voted in favor of the preferred stock conversion and warrant exercise proposal, and I hereby declare that the preferred stock conversion and warrant exercise proposal has been adopted and approved. The holders of a majority of the votes cast have voted to approve the 2026 Plan Proposal, and I hereby declare that the 2026 Plan Proposal has been approved. The holders of a majority of the votes cast have voted in favor of the adjournment proposal, and I hereby declare that the adjournment proposal has been approved.
The final vote results will be included in the Form 8-K that will be filed within four business days after this meeting. There is no further business, and I declare the formal part of this meeting adjourned. Thank you, and I will now turn the meeting back to Jim.
Thank you, Diantha, and thank you everyone for joining us today and for your ongoing support of the company. Operator?
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.