Curis Inc

This proposal asks stockholders to approve a Delaware certificate amendment increasing the company’s authorized share capital substantially — from 73.3 million total shares (68.34 million common) to 288.76 million total (283.76 million common). Management frames the change as granting the board flexibility to issue shares in connection with the January 2026 PIPE conversion and warrant exercises, future financing transactions (including at-the-market sales), equity incentive plans, strategic partnerships, acquisitions, and other corporate needs. The board emphasizes that the amendment would not change rights of existing common shares but would permit issuance without additional shareholder votes except as required by law or Nasdaq rules. The context is a recent PIPE that issued Series B Preferred Stock and multiple warrant series that could convert/exercise into tens of millions of shares if shareholder approvals are obtained — and the company currently has numerous outstanding options, restricted units and reserved shares that together create significant potential dilution. Management stresses operational and financing urgency: without approval, Series B Preferred Stock will remain non-convertible and Warrants non-exercisable, the Purchase Agreement requires repeated special meetings every 180 days until approved, and the company would be constrained from issuing equity (subject to limited exceptions) which could impair its ability to raise capital. The board acknowledges dilution and the possibility that additional authorized shares could be used in a manner that dilutes existing holders, but argues the practical benefits — avoiding the delay and cost of frequent shareholder votes and providing agility to secure financing or strategic transactions — outweigh those concerns. The recommendation to vote FOR is justified by the board as necessary to permit the PIPE financing to fully effect and to preserve the company’s operational flexibility to fund R&D and corporate needs. From a governance perspective, shareholders should weigh the near-term financing and potential capital-raising benefits against dilution risk and potential use of additional authorized shares; the company asserts no anti-takeover intent. The proposal’s passage would enable automatic conversion mechanics and subsequent registration/issuance steps described elsewhere in the proxy, materially changing the company’s capitalization if conversions/exercises occur.

This proposal seeks shareholder approval required under Nasdaq Listing Rules 5635(c) and (d) to authorize the issuance of a material block of common shares associated with the January 7, 2026 PIPE financing — specifically up to 26,926,675 shares upon conversion of the Series B Preferred Stock and up to 80,780,025 shares upon exercise of the Series A, B and C Warrants (subject to beneficial ownership limits and potential issuance of Pre-Funded Warrants). Nasdaq rule 5635(d) is implicated because the financing involved issuance of securities at a price below the Nasdaq Minimum Price and would represent issuance of 20% or more of outstanding shares; rule 5635(c) is implicated because certain officers and a director participated in the PIPE at below-market prices, qualifying as an issuance to insiders that ordinarily requires shareholder approval. Management’s rationale is procedural and pragmatic: the full economic effect, automatic conversion mechanics, and exercise rights are conditioned on shareholder approval, without which conversions and exercises remain disabled and the company cannot receive potential proceeds (approximately $60.6 million if all warrants are exercised for cash at $0.75 per share). The proxy emphasizes the asymmetric consequences: if approved, automatic conversion (subject to filing the certificate amendment from Proposal 1) and exercise rights would proceed, potentially diluting existing holders but providing capital and completing the PIPE; if not approved the securities remain unconvertible/non-exercisable and the company must repeatedly reconvene special meetings, imposing legal expense and restricting equity issuance under the Purchase Agreement. The board discloses related-party participation (CEO, CFO, CMO, CDO, and a director bought Securities) and the beneficial ownership limitations on conversion/exercise that cap holders’ post-issuance ownership at elected thresholds (4.99%, 9.99% or 19.99%), mitigating concentration risk. Management also notes accounting and Nasdaq considerations and argues the transaction should not be treated as equity compensation for accounting purposes because outside investors paid the same price and conversion/exercise rights are conditional and restricted. The board recommends a FOR vote on the basis that approval is necessary to effect the financing as intended, permit potential capital inflows, and comply with Nasdaq requirements to avoid delisting or other compliance issues. Shareholders should weigh the immediate capital benefit and completion of the PIPE against significant potential dilution and the insiders’ participation at below-market terms.

This proposal requests shareholder approval of a new equity incentive plan designed to replace the existing 2010 Plan and to provide a calibrated pool of shares and governance mechanics for future equity awards to employees, non-employee directors, consultants and advisors. The initial share request includes 6,407,374 new shares plus up to 3,474,867 additional shares tied to the Existing Plan roll-forward and an annual evergreen increase (the lesser of 5% of a specified fully-diluted measure or a Board-determined amount) through 2036; Incentive Stock Options are capped at 25,000,000 shares. Management frames the plan as essential to recruiting and retaining talent in a competitive biopharma labor market, noting that 100% of outstanding options were underwater as of the board approval date and available shares under the 2010 Plan were limited, constraining the company’s ability to grant meaningful awards. The 2026 Plan contains protections the board highlights as shareholder-friendly: minimum one-year vesting (with certain limited exceptions), no discounted options or SARs, no reloads, limits on dividend equivalents, clawback policy applicability, independent committee administration, annual limits on non-employee director compensation (with narrow exceptions), and stockholder approval requirements for material amendments. From a capital structure perspective, adoption would increase potential overhang and dilution — management discloses overhang and burn-rate metrics and presents the competitive necessity argument that failing to approve would impair retention and could force higher cash compensation or reliance on inducement awards. The board recommends FOR on the grounds that the plan is calibrated to deliver market-competitive equity grants while incorporating governance features to protect stockholders; sophisticated investors should evaluate the proposed share pool, evergreen mechanics and repricing provisions in the context of current dilution from the PIPE and other outstanding warrants. Finally, the Proposal would also enable registration on Form S-8 following approval, facilitating resale liquidity for employees and grantees.

This procedural proposal asks shareholders to empower proxy holders to adjourn and reconvene the Special Meeting if there are insufficient votes to approve one or more of the material proposals (Proposals 1–3). Management justifies the request as practical: the PIPE Purchase Agreement requires the company to continue to call special meetings every 180 days until necessary approvals are obtained, and failing to secure approvals could block conversions and warrant exercises, limit the company’s ability to raise capital and impose recurring legal and solicitation costs. Granting adjournment authority would allow the board to use additional time to solicit holders (including outreach to beneficial holders via brokers and a retained proxy solicitor) and potentially change outcomes without needing to abandon the meeting or reissue entirely new notice packages. The board recommends a FOR vote on the basis that adjournment authority is a standard, good-governance measure to preserve flexibility and avoid disruption to company operations while seeking shareholder approval. From a shareholder perspective, the adjournment itself has no direct economic effect other than the delay and further solicitation; however, it materially affects the timeline for the other proposals and therefore the timing of any conversion/exercise proceeds or dilution. Vote FOR is recommended by management to ensure the board can complete the solicitation process efficiently if initial votes are insufficient.