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~~July 1716, 2026

DAMORA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39655	37-1957007
Cayman Islands	001-39655	37-1957007
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
	221 Crescent StreetBuilding 23, Suite 105Waltham, MA 02453(Address of principal executive offices, including zip code)
	(781) 281-9020(Registrant’s telephone number, including area code)
	(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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Common Stock, $0.00001 par value per share	DMRA	The Nasdaq Capital Market
Ordinary Shares, $0.00001 par value per share	DMRA	The Nasdaq Capital Market

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. ☐

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On July 16, 2026, Damora Therapeutics, Inc., a Cayman Islands exempted company (the “Company”), ~~held~~entered ~~its~~into ~~2026~~indemnification ~~Annual~~agreements ~~Meeting~~with each of ~~Stockholders~~its ondirectors ~~June~~and ~~17,~~executive ~~2026~~officers (collectively, the “~~Annual~~Indemnitees” ~~Meeting~~and, the “Indemnification Agreements”)., ~~The~~which ~~following~~replaced ~~proposals~~and ~~were~~superseded ~~submitted~~any toprevious ~~the~~indemnification ~~stockholders~~agreements ofbetween the Company atand ~~the~~each ~~Annual~~such ~~Meeting,~~individual. ~~which~~The ~~are~~Indemnification ~~described~~Agreements inprovide ~~detail~~for incertain ~~the~~indemnification and advancement of expenses by the Company’s ~~Definitive~~in ~~Proxy~~connection ~~Statement~~with onactions ~~Schedule~~or ~~14A~~proceedings ~~filed~~arising ~~with~~out of the ~~Securities~~Indemnitees’ ~~and~~service ~~Exchange~~as ~~Commission~~directors onor ~~April~~officers 29of the Company or service to other entities at the Company’s request, ~~2026~~on (the ~~“Proxy~~terms ~~Statement”):~~and subject to the conditions set forth therein.

ToThe ~~elect~~foregoing ~~Michael~~description ~~Landsittel~~of ~~and~~the ~~Cameron~~Indemnification ~~Turtle,~~Agreements ~~D.Phil,~~is asnot ~~Class~~complete ~~III~~and ~~members~~is ofsubject ~~the~~to ~~Board~~and ofqualified ~~Directors~~in ~~(the~~its ~~“Board”),~~entirety toby ~~serve~~reference ~~until~~to the ~~Company’s~~complete ~~2029~~text ~~Annual Meeting~~ of ~~Stockholders~~the ~~and~~Indemnification ~~until their successors are duly elected and qualified~~Agreements, orthe ~~until~~form ~~their~~of ~~earlier~~which ~~death,~~is ~~resignation~~attached orhereto ~~removal~~as ~~(the~~Exhibit ~~“Election~~10.1 ofand ~~Directors~~incorporated ~~Proposal”);~~herein by reference.

ToItem ~~approve,~~3.03 onMaterial anModification ~~advisory basis, the compensation paid~~ to ~~the~~Rights ~~Company’s~~of ~~named~~Security ~~executive officers (the “Say-on-Pay Proposal”);~~Holders.

ToThe ~~conduct~~Company anheld ~~advisory~~a ~~vote~~special meeting on February 9, 2026 (the ~~frequency~~“Special Meeting”) to approve all of ~~future~~the ~~advisory~~proposals ~~votes~~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 ~~approve~~the Cayman Islands by conversion and by way of continuation (the ~~compensation~~“Redomestication”) ~~paid~~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 ~~named~~Cayman ~~executive~~Islands ~~officers~~memorandum and articles of association (the “~~Say-on-Frequency~~Cayman ~~Proposal~~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”).

ToFollowing ~~ratify~~ the ~~selection~~Redomestication, ofthe ~~Ernst~~Company’s &ordinary ~~Young~~shares ~~LLP~~commenced astrading at the ~~Company’s~~open ~~independent~~of ~~registered~~trading ~~public~~on ~~accounting~~July ~~firm~~20, ~~for~~2026, at which time the ~~fiscal~~Company ~~year~~ordinary ~~ending~~shares ~~December~~were ~~31,~~represented ~~2026~~by ~~(the~~a ~~“Ratification~~new ofCUSIP ~~Auditor~~number ~~Proposal”~~(G2646Y104).

~~There~~Through ~~were~~the ~~60,303,212~~adoption ~~shares~~ of ~~Common~~the ~~Stock~~Plan ~~outstanding~~of ~~and entitled to vote on April 22~~Conversion, ~~2026,~~from the ~~record~~effective ~~date~~time ~~for the Annual Meeting, and 55,009,938 shares~~ of ~~Common Stock were represented in person or by proxy at~~ the ~~Annual Meeting, which number constituted a quorum.~~Redomestication:

•

AtThe ~~the Annual Meeting, each of the~~ Company’s ~~director~~continues ~~nominees~~its ~~was~~existence ~~elected,~~as a ~~frequency~~Cayman ofIslands ~~one~~exempted ~~year~~company ~~received~~ (the ~~plurality~~“Cayman ofCompany”) ~~votes~~and ~~cast~~continues onto ~~the~~operate ~~Say-on-Frequency~~its ~~Proposal~~business ~~and~~under the ~~other~~name ~~proposals~~“Damora ~~voted~~Therapeutics, ~~on were approved~~Inc. ~~The final voting results regarding each proposal are set forth below.~~”

•

~~Election~~The internal affairs of ~~Directors~~the ~~Proposal~~Company ceased to be governed by Delaware law and instead are governed by Cayman Islands law.

•

Nominees	For	Withheld	Broker Non-Votes
Michael Landsittel	51,403,541	29,011	3,577,386
Cameron Turtle, D.Phil	51,403,540	29,012	3,577,386

The 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.

•

~~Say-on-Pay~~The ~~Proposal~~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).

•

For		Against		Abstain		Broker Non-Votes
51,401,988		3,546		27,018		3,577,386

The Company continues to be treated as a U.S. corporation for all purposes under the Internal Revenue Code of 1986, as amended.

•

~~Say-on-Frequency~~Each ~~Proposal~~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”).

•

1 Year		2 Years		3 Years		Abstain
50,913,167		103		518,015		1,267

Each 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.

•

InShareholders ~~light~~ of ~~these voting results and in accordance with its prior recommendation,~~ the ~~Board~~Company ~~has~~are ~~determined~~not ~~that~~required ~~the~~to ~~Company~~exchange ~~will~~their ~~hold~~existing ~~future~~stock ~~Say-on-Pay~~certificates ~~votes~~(if ~~every~~any) ~~year~~for ~~until~~new ~~the~~share ~~next required Say-on-Frequency vote~~certificates.

•

~~Ratification~~Each outstanding option or right to acquire shares of ~~Auditor~~Company ~~Proposal~~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.

•

For		Against		Abstain		Broker Non-Votes
54,977,317		5,640		26,981		-

Each 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.

•

The 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.

•

The 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.

•

The 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.

•

The 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.

•

The Redomestication did not have any material accounting implications.

Certain 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.

The 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.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 17, 2026, the Company issued a press release announcing the consummation of the Redomestication, which is included in this Current Report on Form 8-K as Exhibit 99.1.

The exhibit furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of 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 Exchange Act or the Securities Act regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit		Description

2.1*		Plan of Conversion.
3.1*		Cayman Memorandum and Articles of Association.
3.2*		Cayman Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Shares, effective July 16, 2026.
3.3*		Cayman Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Shares, effective July 16, 2026.
3.4*		Cayman Certificate of Designation of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Shares, effective July 16, 2026.
10.1*		Form of Indemnification Agreement for directors and officers.
99.1*		Press Release, issued on July 17, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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.

Damora Therapeutics, Inc.

Damora Therapeutics, Inc.(Registrant)

Date: June 17, 2026

/s/ Jennifer Jarrett

Date: July 20, 2026

/s/ Jennifer Jarrett

Jennifer Jarrett

President and Chief Executive Officer

Filing Compare · Damora Therapeutics, Inc.