Curis, Inc. (CRIS)
NASDAQ: CRIS · Real-Time Price · USD
1.200
0.00 (0.00%)
Sep 10, 2026, 9:40 AM EDT - Market open
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EGM 2026

Jun 25, 2026

Summary

Stockholders approved both a reverse stock split and the option to adjourn the meeting if needed. No questions were raised, and final results will be filed in a Form 8-K within four business days.

Operator

Welcome to the Curis June 25th, 2026 virtual special meeting of stockholders. I am Mike, and I will be your operator for the meeting. All participants are in a listen-only mode. I will now turn the meeting over to Mr. Jim Dentzer. You may begin, sir.

James Dentzer
President and CEO, Curis

Thank you. 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 will 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 Kaitin, and Dr. Marc Rubin. Also with us on this call are representatives from Latham & Watkins, our outside legal counsel. I'll now turn the meeting over to Diantha, who will conduct the formal part of the meeting.

Diantha Duvall
CFO, Curis

Thank you, Jim. Voting will proceed after I declare the polls open and will continue until I announce 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 voting following the tabulation of the voting. If you have a question on a proposal, please submit a question through the special meeting web portal, and we will answer them after all proposals have been presented. Please note that various remarks we may make about future expectation plans, prospects for the company constitute forward-looking statements for the purposes of the safe harbor provisions under the US 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 included, discussed in Risk Factor Summary and Risk Factors sections of our Form 10-K and Form 10-Qs, which are on file with the SEC, and factors that are discussed in our other filings that we periodically make with the SEC. Additionally, these forward-looking statements represent our expectations as of only today. While we may elect to update these forward-looking statements, we specifically disclaim any obligations to do so. Any forward-looking statements 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 two proposals.

We will consider each item in turn in the same order in which it was presented in the notice of meeting. I received an affidavit from the company's proxy coordinator, Broadridge Financial Solutions, certifying that commencing on June 5th, 2026, the notice and proxy materials for the special meeting was sent to stockholders of record as of May 21st, 2026. Mr. McClelland has been appointed to act as Inspector of Elections. I will now ask Mr. McClelland to furnish us with a count of the number of shares represented at this meeting to determine whether or not the shares represented at this meeting, either presented virtually or by proxy, are sufficient to constitute a quorum for purposes of transacting business.

Joe McClelland
Inspector of Election, Broadridge Financial Solutions

There are present at this meeting, present virtually or through proxy, a total of 27,773,949 shares of common stock out of a total of 38,978,693 shares of common stock outstanding as of May 21st, 2026 and entitled to vote at this meeting.

Diantha Duvall
CFO, Curis

Thank you, Mr. McClelland. 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 amendments to our restated certificate of incorporation as amended to effect a reverse stock split of our issued shares of common stock by a ratio ranging from any whole number between one for five and one for 25, as determined by our board of directors. In its discretion, subject to the board's authority to abandon such amendments, the reverse stock split proposal. The board recommends the reverse stock split proposal be approved.

The second 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 or otherwise in connection with the approval of the reverse stock split proposal, the adjournment proposal. The board recommends that the adjournment proposal be approved. Let's pause here to see if there's any questions on any of the proposals. There are no questions. The polls are open for each matter to be voted on today. If you previously voted, whether by mail, telephone or Internet, and you do not intend to change your vote, there is no need for you to complete another proxy or to electronically vote during this meeting.

If you are eligible to vote and you have not submitted your proxy or 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 will 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.

Joe McClelland
Inspector of Election, Broadridge Financial Solutions

The holders of the majority of the votes cast have voted in favor of the reverse stock split proposal. I hereby declare that the reverse stock split proposal has been adopted and approved. The holders of the majority of the votes cast have voted in favor of the adjournment proposal. I hereby declare that the adjournment proposal has been approved.

Diantha Duvall
CFO, Curis

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. I declare the formal part of this meeting adjourned. Thank you. I will now turn the meeting back to Jim.

James Dentzer
President and CEO, Curis

Thank you, Diantha. Thank you everyone for joining us today and for your ongoing support of the company. Operator.

Operator

The conference is now concluded. We thank you all for attending today's presentation. At this time, you may disconnect your lines. Thank you, take care, and have a great day.