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NASDAQ: DMRA Damora Therapeutics, Inc. 8-K

Damora completes redomestication from Delaware to Cayman Islands

Filed July 20, 2026 · Period ending July 16, 2026 · ~1 min read

4 key changes 1 high relevance 4 sections

Key Changes

  • high

    Completed redomestication from Delaware to Cayman Islands on July 16, 2026, following shareholder approval in February. All shares converted 1-for-1; business operations, management, and contracts unchanged.

  • medium

    Internal affairs now governed by Cayman Islands law instead of Delaware law, with certain shareholder rights modified under new memorandum and articles of association.

  • low

    Shares began trading under new CUSIP G2646Y104 on July 20, 2026, while retaining ticker symbol DMRA on Nasdaq. No certificate exchange required.

  • low

    Entered into new indemnification agreements with all directors and executive officers on July 16, 2026, replacing prior agreements.

Summary

Damora Therapeutics completed its redomestication from Delaware to the Cayman Islands on July 16, 2026, a change previously approved by shareholders at a February 2026 special meeting. All outstanding common and preferred shares automatically converted on a one-for-one basis into ordinary shares and preferred shares of the Cayman Islands entity.

The company's business operations, management team, assets, liabilities, and material contracts remain unchanged, and it continues to be treated as a U.S. corporation for tax purposes. The redomestication shifts the company's internal governance from Delaware corporate law to Cayman Islands law, with certain shareholder rights modified under the new memorandum and articles of association.

Shares began trading under a new CUSIP number on July 20, 2026, though the Nasdaq ticker symbol DMRA remains the same and no certificate exchange is required. The company also executed new indemnification agreements with all directors and officers concurrent with the redomestication. This is a structural change with no immediate operational impact, though investors should review the modified shareholder rights under Cayman Islands law.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~200 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

1 Added
Show 1 minor / wording change
Added Indemnification agreements low

Added in current filing · verify on EDGAR →

On July 16, 2026, Damora Therapeutics, Inc., a Cayman Islands exempted company (the “Company”), entered into indemnification agreements with each of its directors and executive officers (collectively, the “Indemnitees” and, the “Indemnification Agreements”), which replaced and superseded any previous indemnification agreements between the Company and each such individual.

The Company executed new indemnification agreements with all directors and executive officers on July 16, 2026, replacing any prior agreements. These agreements provide indemnification and advancement of expenses for actions or proceedings arising from their service to the Company or service to other entities at the Company's request.

Event · Item 3.03 — Material Modification to Rights of Security Holders

~1,100 words

Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.

3 Added
Added Redomestication to Cayman Islands high

Added in current filing · verify on EDGAR →

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 completed its redomestication from Delaware to the Cayman Islands on July 16, 2026, following shareholder approval at a February 9, 2026 special meeting. The company continues to operate under the same name and business, with all shares automatically converting on a one-for-one basis. Internal affairs are now governed by Cayman Islands law instead of Delaware law, though the company remains a U.S. corporation for tax purposes and continues SEC reporting and Nasdaq trading under symbol DMRA.

Added Governance changes medium

Added in current filing · verify on EDGAR →

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.

The company's governance shifted from Delaware corporate law and its Delaware charter documents to Cayman Islands law and new Cayman Islands memorandum and articles of association. The filing notes that certain shareholder rights changed as a result, with details provided in the proxy statement beginning on page 101.

Added Continuity of operations medium

Added in current filing · verify on EDGAR →

The 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).

The redomestication did not affect the company's business operations, management team, material contracts, or accounting treatment. All equity awards and options automatically converted to equivalent Cayman Islands securities under the same terms and conditions.

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~39 words

DMRA filed an 8-K referencing amendments to articles of incorporation or bylaws, with details cross-referenced to Item 3.03.

1 Added
Added Articles of Incorporation or Bylaws Amendment medium

Added in current filing · verify on EDGAR →

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

The company disclosed amendments to its articles of incorporation or bylaws under Item 5.03, but the substantive details are cross-referenced to Item 3.03 of the same 8-K filing. Without access to Item 3.03, the specific nature of the amendments cannot be determined from this excerpt.

Event · Exhibit 99.1

3 Added
Added Redomestication to Cayman Islands medium

Added in current filing · view on EDGAR →

Damora Therapeutics, Inc. (Damora or the Company) (NASDAQ: DMRA), a biotechnology company working to fundamentally redefine care for patients with blood disorders, today announced the completion of the redomestication of the Company from the State of Delaware to the Cayman Islands, effective on July 16, 2026.

The company completed its redomestication from Delaware to the Cayman Islands on July 16, 2026. This change in legal domicile was previously approved by the board and stockholders at a special meeting on February 9, 2026. The redomestication does not change the company's business, management, obligations, assets, or liabilities.

Added Share conversion medium

Added in current filing · view on EDGAR →

Each outstanding share of the Delaware Company’s common stock automatically converted into one ordinary share, par value $0.00001 per share, of the Company, and each outstanding share of any series of the Delaware Company’s preferred stock automatically converted into one outstanding share of the corresponding series of the preferred shares of the Company.

All outstanding common and preferred shares automatically converted on a one-for-one basis into ordinary shares and preferred shares of the Cayman Islands entity. Shareholders retain the same number of shares with the same economic interest, just under the new legal structure.

Show 1 minor / wording change
Added New CUSIP number low

Added in current filing · view on EDGAR →

Effective on July 20, 2026, the Company’s ordinary shares will trade on Nasdaq under a new CUSIP – G2646Y104. The Company’s ordinary shares will continue to be traded on Nasdaq under the symbol “DMRA”.

The company's shares will trade under a new CUSIP number (G2646Y104) starting July 20, 2026, while retaining the same ticker symbol DMRA on Nasdaq. This administrative change reflects the new Cayman Islands legal entity.

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