UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 4, 2020

Curis, Inc.

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: (617) 503-6500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

On June 4, 2020, Curis, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”), as a virtual web conference at www.virtualshareholdermeeting.com/CRIS2020, at which a quorum was present by proxy.

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated 2010 Stock Incentive Plan (the “Third Amended and Restated 2010 Plan”) to reserve an additional 1,300,000 shares of common stock, $0.01 par value per share, of the Company (the “common stock”) for issuance under the plan, increasing the total number of shares of common stock authorized for issuance thereunder from 10,890,000 shares to 12,190,000 shares. The other terms of the Third Amended and Restated 2010 Plan remain unchanged.

The description of the Third Amended and Restated 2010 Plan contained on pages 57 to 67 of the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 22, 2020 (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the Third Amended and Restated 2010 Plan, as amended, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of the Company’s common stock from 101,250,000 shares to 151,875,000 shares. The additional common stock authorized by the Certificate of Amendment has rights identical to the Company’s currently outstanding common stock. The Company filed the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 4, 2020.

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.

At the Annual Meeting, the Company’s stockholders voted on six proposals, each of which is described in the Proxy Statement:

1: The following nominees were elected to the Company’s Board as Class III directors for terms of three years expiring at the 2023 annual meeting of stockholders.

2: The Second Amendment to the Company’s Third Amended and Restated 2010 Stock Incentive Plan to reserve an additional 1,300,000 shares of common stock for issuance under the plan, increasing the total number of shares of common stock authorized for issuance thereunder from 10,890,000 shares to 12,190,000 shares, was approved:

3: An amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 101,250,000 shares to 151,875,000 was approved:

4: A nonbinding advisory proposal on the compensation of the Company’s named executive officers was approved:

5: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified:

6: The issuance of up to $27.0 million in additional shares of common stock to Aspire Capital Fund, LLC, for purposes of Nasdaq Listing Rule 5635(d), was approved:

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.