{"url_path":"/sec/dmra/8-k/2026-07-20/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1800315/0001193125-26-308899-index.html","accession_number":"0001193125-26-308899","cik":"0001800315","ticker":"DMRA","issuer_name":"Damora Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1800315/0001193125-26-308899-index.html","primary_entity_key":"0001800315","primary_entity_name":"Damora Therapeutics, Inc."},"word_count":867,"has_tables":true,"body_markdown":"Item 3.03 Material Modification to Rights of Security Holders.\n\nThe Company held a special meeting on February 9, 2026 (the “Special Meeting”) to approve all of the proposals in its definitive proxy statement filed on Form DEF 14A with the U.S. Securities and Exchange Commission (the “SEC”) on December 31, 2025 (the “Proxy Statement”). At the Special Meeting, the Company’s stockholders approved, among other matters, the redomestication of the Company from the State of Delaware to the Cayman Islands by conversion and by way of continuation (the “Redomestication”) by means of a plan of conversion (the “Plan of Conversion”), as described in the Proxy Statement. Pursuant to the Plan of Conversion, to effect the Redomestication, the Company (i) filed a Certificate of Conversion with the Secretary of State of the State of Delaware (the “Certificate of Conversion”), with an effective time of 4:45 p.m., Eastern Daylight Time, on July 16, 2026, and (ii) filed the Company’s Cayman Islands memorandum and articles of association (the “Cayman Articles”) with the Cayman Islands Registrar of Companies, with an effective date of July 16, 2026. The Company also filed certificates of designation with the Cayman Islands Registrar of Companies designating the Company’s Series A Non-Voting Convertible Preferred Shares, Series B Non-Voting Convertible Preferred Shares, and Series C Non-Voting Convertible Preferred Shares, each with an effective date of July 16, 2026 (the “Cayman Certificates of Designation”).\n\nFollowing the Redomestication, the Company’s ordinary shares commenced trading at the open of trading on July 20, 2026, at which time the Company ordinary shares were represented by a new CUSIP number (G2646Y104).\n\n \n\nThrough the adoption of the Plan of Conversion, from the effective time of the Redomestication:\n\n•\nThe Company continues its existence as a Cayman Islands exempted company (the “Cayman Company”) and continues to operate its business under the name “Damora Therapeutics, Inc.”\n\n•\nThe internal affairs of the Company ceased to be governed by Delaware law and instead are governed by Cayman Islands law.\n\n•\nThe Company ceased to be governed by the Company’s amended and restated certificate of incorporation and the Company’s amended and restated by-laws and instead is governed by the provisions of the Cayman Articles.\n\n•\nThe Redomestication did not result in any change in the Company’s business, management, obligations, assets or liabilities (other than as a result of the transaction costs related to the Redomestication).\n\n•\nThe Company continues to be treated as a U.S. corporation for all purposes under the Internal Revenue Code of 1986, as amended.\n\n•\nEach outstanding share of Company common stock automatically converted into one ordinary share, par value $0.00001 per share, of the Cayman Company (the “Company ordinary shares”).\n\n•\nEach outstanding share of any series of Company preferred stock automatically converted into one outstanding share of the corresponding series of the preferred shares of the Cayman Company.\n\n•\nShareholders of the Company are not required to exchange their existing stock certificates (if any) for new share certificates.\n\n•\nEach outstanding option or right to acquire shares of Company common stock continues in existence in the form of and automatically becomes an option or right to acquire an equal number of Company ordinary shares under the same terms and conditions.\n\n•\nEach outstanding restricted stock unit of the Company continues in existence in the form of and automatically becomes a restricted stock unit of the Cayman Company under the same terms and conditions.\n\n•\nThe Cayman Company continues to be a publicly held company and will continue to file required periodic reports and other documents with the SEC. The Cayman Company and its shareholders are in the same respective positions under the federal securities laws as before the Redomestication.\n\n•\nThe Company ordinary shares resulting from the Redomestication continue to be traded on Nasdaq under the symbol “DMRA.” Other than the trading of the Company ordinary shares under a new CUSIP number (G2646Y104) beginning at the open of trading on July 20, 2026, the Redomestication did not cause any interruption in the trading of such Company ordinary shares.\n\n•\nThe Company’s management, including all directors and officers, remain the same in connection with the Redomestication and have the same positions with the Cayman Company.\n\n•\nThe Redomestication did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue as rights and obligations of the Cayman Company.\n\n•\nThe Redomestication did not have any material accounting implications.\n\n \n\nCertain rights of the Company’s shareholders were changed as a result of the Redomestication. A more detailed description of the Plan of Conversion, Cayman Articles, and the effects of the Redomestication, is set forth in Proposal No. 3 of the Proxy Statement beginning on page 101, and the description contained therein is incorporated herein by reference.\n\nThe foregoing descriptions of the Plan of Conversion, Cayman Articles, and Cayman Certificates of Designation do not purport to be complete and are subject to and qualified in their entirety by the full text of the Plan of Conversion, Cayman Articles, and Cayman Certificates of Designation, copies of which are attached hereto as Exhibits 2.1, 3.1, 3.2, 3.3, and 3.4, respectively, and are incorporated herein by reference."}