UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): May 2, 2017
Curis, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 000-30347 | | 04-3505116 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
4 Maguire Road, Lexington, MA 02421
(Address of Principal Executive Offices) (Zip Code)
(617)503-6500
(Registrant’s telephone number, including area code)
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:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 4, 2017, Curis, Inc. announced its financial results for the three month period ended March 31, 2017. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form8-K.
The information in this Current Report on Form8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On May 2, 2017, James R. McNab, Jr. notified the Board of Directors of Curis, Inc. (the “Company”), that, effective May 16, 2017, he will retire as the Chairman and a member of the Board of Directors. Mr. McNab’s retirement was not due to any disagreement with the Company or its management relating to the Company’s operations, policies or practices.
The Board of Directors approved a modification to Mr. McNab’s vested common stock options such that the exercise period for all such options shall be extended until May 15, 2018, unless such options expire prior to this date.
Mr. McNab was an integral part of Curis’s founding and the Company is grateful for the contributions that Mr. McNab has made during his tenure. The Board and management team join together in thanking Mr. McNab for his many years of leadership and service, and wish him well in all of his endeavors.
Item 9.01. Financial Statements and Exhibits.
(d) The Exhibit to this Current Report on Form8-K is listed in the Exhibit Index attached hereto.
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.
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| | | | Curis, Inc. |
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| Date: May 4, 2017 | | | | By: | | /s/ JAMES E. DENTZER |
| | | | | | James E. Dentzer |
| | | | | | Chief Financial Officer and Chief Administrative Officer |
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Press Release dated May 4, 2017 |
