Curis, Inc. filed a Definitive Proxy Statement (DEF 14A) on November 2, 2026, calling a Special Meeting of stockholders to be held virtually on November 18, 2026, at which stockholders will vote on a proposed reverse stock split of the company's common stock.

Key Highlights

  • Special Meeting date: November 18, 2026, at 11:00 a.m. Eastern Time, held exclusively online as a virtual web conference.
  • Reverse split ratio range: The Board is seeking authority to implement a ratio of any whole number between 1-for-5 and 1-for-12, at its discretion.
  • Record date: October 26, 2026, was fixed as the record date for stockholders entitled to vote.
  • Board discretion to abandon: The filing states the Board retains authority to abandon the amendments to the Restated Certificate of Incorporation even if stockholders approve them.
  • Second proposal: Stockholders will also vote on adjourning the Special Meeting if insufficient votes are received for Proposal 1.
  • Proxy materials mailing: Proxy materials, including a proxy card, were mailed to stockholders on or about November 2, 2026.
  • Signed by: James E. Dentzer, President and Chief Executive Officer, on behalf of the Board, from the company's Lexington, Massachusetts offices.

Curis Board Proposes Flexible Reverse Split Authority for Common Stock

According to the filing, Curis, Inc. (NASDAQ:CRIS) is soliciting stockholder approval to amend its Restated Certificate of Incorporation to permit a reverse stock split of its common shares. The proxy statement discloses that the Board of Directors would select the final ratio, which must fall between 1-for-5 and 1-for-12, after the stockholder vote. The filing notes that the Board has reserved the right to abandon the amendments even after a favorable stockholder vote, giving it flexibility depending on market or other conditions at the time of implementation.

The proxy statement identifies two formal proposals before stockholders. Proposal 1 covers the adoption and approval of amendments to the Restated Certificate of Incorporation to effect the reverse stock split. Proposal 2 is an adjournment proposal, allowing the meeting to be continued to a later date if the company determines that additional proxy solicitation is needed due to insufficient votes for Proposal 1. The filing describes the effect of the reverse split on holders of outstanding common stock, as well as its impact on warrants, options, and restricted stock awards, and addresses fractional shares and material U.S. federal income tax consequences.

Curis, a biotechnology company headquartered at 128 Spring Street, Building C, Suite 500, Lexington, Massachusetts 02421, is conducting the meeting as a fully virtual event. Stockholders must use the control number printed on their proxy card to attend, vote, or submit questions during the meeting. The filing states that there will be no physical meeting location.

What Was Disclosed

Curis filed a Definitive Proxy Statement for a Special Meeting scheduled for November 18, 2026, asking stockholders to approve a reverse stock split of common shares at a Board-selected ratio between 1-for-5 and 1-for-12, with the Board retaining the right to abandon the action after approval.