Curis, Inc. (NASDAQ:CRIS) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 3.03 below is incorporated by reference into this Item 3.03.
Item 3.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May29, 2018 (the “Effective Date”), Curis, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), which effected, as of 5:00 p.m. Eastern Time on the Effective Date, a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, $0.01 par value per share (the “Common Stock”).
As a result of the Reverse Stock Split, every five shares of Common Stock issued and outstanding was converted into one share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a proportional cash payment.
The Reverse Stock Split will proportionately reduce the number of authorized shares of Common Stock. The Reverse Stock Split will not change the par value of the Common Stock or the authorized number of shares of preferred stock of the Company. All outstanding stock options will be adjusted as a result of the Reverse Stock Split, as required by the terms of such stock options.
As previously disclosed in a Current Report on Form 8-K filed on May18, 2018, at the Company’s 2018 Annual Meeting of Stockholders held on May15, 2018, the stockholders of the Company voted to approve the Certificate of Amendment. The Board of Directors of the Company previously approved and authorized the filing of the Certificate of Amendment following its approval by the stockholders.
Trading of the Common Stock on a Reverse Stock Split-adjusted basis will begin at the opening of trading on May30, 2018.
The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. On May29, 2018, the Company issued a press release with respect to the effectiveness of the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 3.03 Financial Statements and Exhibits.
CURIS INC ExhibitEX-3.1 2 d592706dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CURIS,…To view the full exhibit click here
About Curis, Inc. (NASDAQ:CRIS)
Curis, Inc. is a biotechnology company. The Company is engaged in the development and commercialization of drug candidates for the treatment of human cancers. The Company’s drug candidate, CUDC-907, is an orally available, small molecule inhibitor of histone deacetylase (HDAC) and phosphatidylinositol-3-kinase (PI3K) enzymes. Its product pipeline includes CA-170, which is an oral small molecule drug candidate; CA-4948, which is an oral small molecule drug candidate that is designed to inhibit the interleukin-1 receptor-associated kinase 4 (IRAK4) kinase; Erivedge, which is an orally bioavailable small molecule, and is designed to selectively inhibit the Hedgehog signaling pathway; CUDC-427, which is an oral, small molecule Smac mimetic that is designed to promote cancer cell death by antagonizing inhibitor of apoptosis (IAP) proteins, and CUDC-305, which is an oral HSP90 inhibitor for the development in advanced lung cancer.
