Decoy Therapeutics Announces 1-for-12 Reverse Stock Split

Rhea-AI Summary

Decoy Therapeutics (NASDAQ: DCOY) will effect a 1-for-12 reverse stock split at 5:00 p.m. ET on March 6, 2026, with split-adjusted trading beginning March 9, 2026 under CUSIP 79400X602.

The split reduces outstanding shares from ~6.38 million to ~532,000 and is intended to help Decoy regain compliance with Nasdaq's $1.00 minimum closing bid requirement. Outstanding options, warrants, and plan reserves will be adjusted and fractional shares will be paid in cash.

Positive

• Reverse split aims to restore $1.00 Nasdaq listing compliance
• Outstanding shares reduced from ~6.38M to ~532K
• Board and stockholder approval already obtained

Negative

• Holders may receive cash for fractional shares
• Options and warrants will be adjusted post-split
• Smaller share float may increase short-term price volatility

News Market Reaction – DCOY

-11.34%

7 alerts

-11.34% News Effect

+12.3% Peak Tracked

-6.7% Trough Tracked

-$536K Valuation Impact

$4M Market Cap

0.9x Rel. Volume

On the day this news was published, DCOY declined 11.34%, reflecting a significant negative market reaction. Argus tracked a peak move of +12.3% during that session. Argus tracked a trough of -6.7% from its starting point during tracking. Our momentum scanner triggered 7 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $536K from the company's valuation, bringing the market cap to $4M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Reverse split ratio: 1-for-12 Shares outstanding pre-split: 6.38 million shares Shares outstanding post-split: 532,000 shares +5 more

8 metrics

Reverse split ratio 1-for-12 Reverse stock split effective March 6, 2026

Shares outstanding pre-split 6.38 million shares Approximate common shares before reverse split

Shares outstanding post-split 532,000 shares Approximate common shares after reverse split

Nasdaq bid requirement $1.00 per share Minimum closing bid price for Nasdaq Capital Market compliance

Authorized split range 1-for-4 to 1-for-15 Stockholder-approved reverse split ratio range

Par value common stock $0.0001 per share Par value unchanged by reverse split

Equity Plan shares 1,100,000 shares Initial authorization for 2026 Equity Incentive Plan

Pre-merger shares outstanding 6,384,177 shares Shares outstanding referenced in DEF 14A on Dec 26, 2025

Market Reality Check

Price: $8.61 Vol: Volume 64,195 is about 60...

low vol

$8.61 Last Close

Volume Volume 64,195 is about 60% below the 20-day average of 159,844, suggesting limited pre-announcement activity. low

Technical Shares at $0.657 are trading below the $0.77 200-day MA and sit 53.4% under the 52-week high, close to the 52-week low.

Peers on Argus

No peer stocks from the Pharmaceutical Preparations sector appeared in the momen...

No peer stocks from the Pharmaceutical Preparations sector appeared in the momentum scanner, indicating this reverse split news is stock-specific rather than part of a sector move.

Historical Context

4 past events · Latest: Feb 11 (Positive)

Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Feb 11	IR platform launch	Positive	-3.0%	Joined Webull Corporate Connect to enhance news and disclosure distribution.
Feb 05	Conference participation	Positive	-1.6%	Planned presentation in Webull Corporate Connect Webinar Series highlighting pipeline.
Feb 04	Investor segment	Positive	-7.6%	Virtual investor segment explaining Global Access Commitment Agreement with Gates Foundation.
Jan 13	Funding agreement	Positive	+53.4%	Global Access Commitment Agreement funding scalable peptide-conjugate platform development.

Pattern Detected

Recent corporate and investor-relations updates have often been followed by negative price reactions, with one major partnership-related announcement in January showing a strong positive move.

Recent Company History

Over the last few months, DCOY has focused on rebranding, strategic partnerships and investor outreach. A January 13 Global Access Commitment Agreement with the Gates Foundation drove a strong +53.37% move, highlighting investor interest in funded platform development. Subsequent February events, including an investor segment on that agreement and participation in Webull’s Corporate Connect and webinar series, saw modest single‑digit declines. Today’s reverse split follows this stretch of mostly communication-focused news against a weak share-price backdrop near the $1.00 bid-compliance threshold.

Market Pulse Summary

The stock dropped -11.3% in the session following this news. A negative reaction despite the technic...

Analysis

The stock dropped -11.3% in the session following this news. A negative reaction despite the technical nature of a 1‑for‑12 reverse split would fit a pattern where recent corporate updates often saw selling pressure. The split cuts outstanding shares from about 6.38M to roughly 532k without changing fundamentals, but it follows a period of trading more than 50% below the 52‑week high. Investors may treat the move as a signal of sustained weakness, making future execution and capital decisions critical for sentiment.

Key Terms

reverse stock split, nasdaq capital market, cusip, certificate of incorporation, +4 more

8 terms

reverse stock split financial

"today announced that it will effect a 1-for-12 reverse stock split at 5:00 p.m."

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

nasdaq capital market regulatory

"Decoy's common stock will trade on the Nasdaq Capital Market on a split-adjusted basis"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

cusip financial

"on a split-adjusted basis under a new CUSIP number 79400X602."

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

certificate of incorporation regulatory

"to file an amendment to Decoy's amended and restated certificate of incorporation"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

par value financial

"or change the par values of Decoy's common stock (which will remain at $0.0001 per share)"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

equity incentive plan financial

"Decoy's 2015 Equity Incentive Plan and Employee Stock Purchase Plan will also be appropriately adjusted."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

employee stock purchase plan financial

"2015 Equity Incentive Plan and Employee Stock Purchase Plan will also be appropriately adjusted."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

definitive proxy statement regulatory

"Additional information about the reverse stock split can be found in the Company's Definitive Proxy Statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

AI-generated analysis. Not financial advice.

CAMBRIDGE, Mass., March 5, 2026 /PRNewswire/ -- Decoy Therapeutics Inc. (NASDAQ: DCOY), a preclinical-stage biopharmaceutical company that is engineering the next generation of peptide conjugate therapeutics, today announced that it will effect a 1-for-12 reverse stock split at 5:00 p.m. Eastern Time, on March 6, 2026. Beginning with the opening of trading on March 9, 2026, Decoy's common stock will trade on the Nasdaq Capital Market on a split-adjusted basis under a new CUSIP number 79400X602.

The reverse stock split is intended to enable Decoy to regain compliance with the $1.00 minimum closing bid price requirement for continued listing on the Nasdaq Capital Market.

At a special meeting of stockholders held on February 24, 2026, Decoy's stockholders approved the proposal to authorize Decoy's Board of Directors to file an amendment to Decoy's amended and restated certificate of incorporation ("Certificate of Incorporation") to effect the reverse split at a ratio to be determined by the Board, ranging from 1-for-4 to 1-for-15. The specific 1-for-12 ratio was subsequently approved by Decoy's Board of Directors and the reverse stock split will be effected by filing a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware.

The reverse split will affect all issued and outstanding shares of Decoy's common stock. At the effective time of the reverse stock split the number of shares of common stock issued and outstanding will be reduced from approximately 6.38 million shares to approximately 532,000 shares. All outstanding options and warrants entitling their holders to purchase shares of Decoy's common stock will be adjusted as a result of the reverse split, as required by the terms of each security. The number of shares reserved for future issuance pursuant to Decoy's 2015 Equity Incentive Plan and Employee Stock Purchase Plan will also be appropriately adjusted. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of Decoy's shares (except to the extent that the reverse stock split would result in some of the stockholders receiving cash in lieu of fractional shares). Stockholders will receive cash in lieu of fractional shares based on the closing price per share of Decoy's common stock as quoted on the Nasdaq Capital Market on March 6, 2026. The reverse stock split will not reduce the number of authorized shares of common stock or preferred stock or change the par values of Decoy's common stock (which will remain at $0.0001 per share) or preferred stock (which will remain at $0.0001 per share).

Equiniti Trust Company, LLC, ("Equiniti") is acting as the exchange agent and transfer agent for the reverse stock split. Equiniti will provide instructions to stockholders with physical certificates regarding the process for exchanging their pre-split stock certificates for post-split shares in book-entry form and receiving payment for any fractional shares.

Additional information about the reverse stock split can be found in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission ("SEC") on January 9, 2026. The Proxy Statement is available at www.sec.gov or on Decoy's website at decoytx.com.

About Decoy Therapeutics Inc. 

Decoy Therapeutics is a preclinical-stage biotechnology company that is leveraging ML and AI tools alongside high-speed synthesis techniques to rapidly design, engineer and manufacture peptide conjugate drug candidates that target serious unmet medical needs. The company's initial pipeline is focused on respiratory viruses and GI cancers. Decoy has attracted financing from institutional investors as well as significant non-dilutive capital from the Massachusetts Life Sciences Seed Fund, the Google AI startup program and the NVIDIA Inception program among other sources. The company has also received QuickFire Challenge award funding provided by the Biomedical Advanced Research and Development Authority (BARDA) through BLUE KNIGHT^™, a collaboration between Johnson & Johnson Innovation – JLABS and BARDA within the Administration for Strategic Preparedness and Response.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Decoy, including expected achievement of milestones for its lead asset and future prospects of Decoy. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Decoy, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "can," "should," "would," "expect," "anticipate," "plan," "likely," "believe," "estimate," "project," "intend," and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the Company will not obtain sufficient financing to execute on their business plans and risks related to Decoy's products and development plans, including unanticipated issues with any IND application process and the potential of the IMP3ACT^™ platform. Readers are urged to carefully review and consider the various disclosures made by the Company in its reports filed with the SEC, including its Current Report on Form 8-K filed on August 22, 2025, its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as revised or supplemented by its Quarterly Reports on Form 10-Q and other documents filed with the SEC. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, Decoy's actual results may vary materially from those expected or projected.

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SOURCE Decoy Therapeutics, Inc

FAQ

What is the effective date and ratio of Decoy Therapeutics' (DCOY) reverse stock split?

The reverse split is a 1-for-12 split effective at 5:00 p.m. ET on March 6, 2026. According to the company, trading will reflect the split beginning with the opening on March 9, 2026 under new CUSIP 79400X602.

How many shares will Decoy (DCOY) have outstanding after the 1-for-12 reverse split?

Post-split outstanding shares will be reduced to approximately 532,000 shares. According to the company, this reflects a reduction from about 6.38 million pre-split shares.

Will Decoy Therapeutics (DCOY) shareholders keep the same ownership percentage after the reverse split?

Yes, shareholder ownership percentages will remain the same except for fractional-share cash-outs. According to the company, fractional shares will be paid in cash based on the March 6, 2026 Nasdaq closing price.

How will Decoy (DCOY) handle outstanding options, warrants, and equity plan reserves after the reverse split?

All options, warrants, and plan reserves will be adjusted to reflect the 1-for-12 split. According to the company, adjustments will follow the terms of each security and plan rules.

Why is Decoy Therapeutics (DCOY) performing a 1-for-12 reverse stock split?

The reverse split is intended to help Decoy regain compliance with Nasdaq's $1.00 minimum closing bid requirement. According to the company, the action is aimed at meeting continued listing standards.