Welcome to our dedicated page for Decoy Therapeutics SEC filings (Ticker: DCOY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Decoy Therapeutics Inc. filings document the company's public-company governance, capital structure, and corporate-status records following its name change from Salarius Pharmaceuticals, Inc. to Decoy Therapeutics Inc. The filing record includes Form 8-K reports on certificate and bylaw amendments, the DCOY trading symbol, Nasdaq Capital Market listing matters, and amendments affecting common stock.
Proxy and meeting disclosures cover shareholder voting matters, including approval of an equity incentive plan and authorization for a reverse stock split. Additional filings describe the completed 1-for-12 reverse stock split, related security-holder rights changes, Nasdaq minimum bid price compliance, governance procedures, operating and financial results, and other material-event reporting for the issuer.
Decoy Therapeutics Inc. is registering for resale up to 3,766,500 shares of common stock issuable upon exercise of existing warrants held by selling stockholders. The company is not selling shares in this offering and will not receive proceeds from any resale.
The registered shares comprise 592,217 shares from Pre-Funded Warrants, 2,961,085 from milestone-based Milestone Warrants, and 213,198 from Placement Agent Warrants. Only cash exercises of these warrants would provide proceeds, which Decoy intends to use for working capital and general corporate purposes.
Common shares outstanding were 531,968 as of June 9, 2026, and could rise to 4,298,468 if all registered warrants are fully exercised. The company is a pre-clinical biotechnology business, has no product revenue, and its auditors have raised substantial doubt about its ability to continue as a going concern, with cash expected to fund operations only into late 2026.
Decoy Therapeutics Inc. held its 2026 Annual Meeting of Stockholders on July 14, 2026. As of the May 22, 2026 record date, 531,968 shares of common stock were issued, outstanding and entitled to vote, and 225,548 shares, or 42.4%, were represented in person or by proxy, constituting a quorum.
Stockholders elected three Class II directors to serve until the 2029 annual meeting, approved on a non-binding advisory basis the compensation of the named executive officers, and ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
Decoy Therapeutics Inc. filed a Form S-1 to register the resale of up to 3,766,500 shares of common stock issuable upon exercise of previously issued warrants. These include 592,217 shares from Pre-Funded Warrants, 2,961,085 shares from milestone-based Series A, B and C Milestone Warrants, and 213,198 shares from Placement Agent Warrants, all issued in a June 2026 private placement that raised approximately $3.5 million in gross proceeds.
The company is not selling shares in this registration and will receive no proceeds from stockholder resales, but could receive up to about $19.1 million if all warrants are exercised for cash. Shares outstanding were 531,968 as of June 9, 2026, and could rise to 4,298,468 if all registered warrants are exercised, excluding separate preferred stock, options and other warrants. Decoy is a pre-clinical biotechnology company using its IMP3ACT platform for peptide conjugate therapeutics and has incurred recurring losses, with its auditor and management citing substantial doubt about its ability to continue as a going concern and cash expected to fund operations only into late 2026. The company also highlights prior Nasdaq listing compliance issues and the risk of potential delisting if it again fails continued listing requirements.
Decoy Therapeutics entered a PIPE financing with a single healthcare-focused institutional investor, raising approximately $3.5 million in upfront gross proceeds through a private sale of common stock at $5.91 per share or pre-funded warrants. The investor also receives milestone-based Series A, B and C warrants that, if fully exercised for cash after stockholder approval and specified clinical milestones, could add up to roughly $17.5 million, bringing the total potential proceeds to about $21 million. Proceeds are earmarked mainly to move Decoy’s lead multi-viral antiviral asset into clinical trials. The deal includes pre-funded warrants with a de minimis exercise price, milestone warrants tied to Phase 1 and Phase 2a trial progress, registration rights for resale, 90‑day lock-ups for executives and directors, and a 9.0% cash fee plus a warrant for the placement agent.
Decoy Therapeutics Inc. is registering up to 808,000 shares of common stock for resale by C/M Capital Master Fund, LP under a committed equity financing facility. These shares include up to 800,000 purchase shares and 8,000 commitment shares tied to a $10,000,000 equity line, of which about $5,000,000 remains available.
Decoy is a pre-clinical biotech using its IMP3ACT platform, which combines AI, machine learning and high-speed synthesis to develop peptide conjugate therapeutics, initially in infectious disease and oncology. As of June 9, 2026, it had 531,968 common shares outstanding; if all registered shares are issued and held, they would represent about 60% of post-issuance shares, creating substantial dilution.
The company’s auditors and management have concluded there is substantial doubt about its ability to continue as a going concern, with existing cash expected to fund operations only into late 2026. Even full use of the remaining $5,000,000 under the equity line would not fully fund operations. Under the merger agreement, 50% of net proceeds from equity line sales must redeem Series B preferred stock until fully redeemed, limiting cash available for the business. Decoy has recently resolved a Nasdaq minimum bid price deficiency via a 2026 reverse stock split but remains subject to Nasdaq equity requirements and a Mandatory Panel Monitor through March 31, 2027.
Decoy Therapeutics Inc. is asking stockholders to vote at its 2026 virtual annual meeting on July 14, 2026. Holders of 531,968 common shares as of May 22, 2026 can participate and vote online.
Stockholders will elect three Class II directors, including current CEO Frederick E. Pierce and director Jonathan Lieber, and first-time nominee Patricia Gauthier, each to serve until the 2029 meeting. They will also cast a non-binding advisory vote on executive compensation and vote on ratifying Ernst & Young LLP as independent auditor for 2026. The board recommends voting “FOR” all three proposals.
The proxy outlines board structure, committee memberships, independence determinations and director pay, including reduced cash retainers. It details 2025 compensation for top executives, such as base salaries, a $225,000 transaction bonus paid to CFO Mark Rosenblum tied to a merger closing, and severance and consulting arrangements for former CEO David Arthur, along with new employment agreements and severance terms for senior leaders hired through the merger.
Decoy Therapeutics Inc. set July 14, 2026 as the date of its 2026 Annual Meeting of Stockholders. Stockholders of record at the close of business on May 22, 2026 will be entitled to receive notice of and vote at the meeting.
Because this meeting date is more than 30 days later than the prior year’s annual meeting, the company is resetting shareholder proposal and director nomination deadlines. Under Rule 14a-8 and the company’s bylaws, shareholder proposals and director nominations must be received by May 29, 2026 at the company’s Houston, Texas headquarters.