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 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.
Decoy Therapeutics Inc. reported a pre-revenue first quarter with a net loss of $2.22M and cash, cash equivalents and restricted cash of $7.82M as of March 31, 2026. Research and development spending rose to $0.75M, mainly driven by the new IMP3ACT peptide conjugate program, while general and administrative costs were $1.53M.
Management states there is substantial doubt about the company’s ability to continue as a going concern, noting existing cash is only expected to fund operations into late 2026. The company plans to seek additional financing and strategic partnerships while advancing its IMP3ACT platform and legacy oncology assets SP-3164 and seclidemstat.
Decoy Therapeutics Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025 to add Part III information on directors, executive officers, compensation, ownership and auditor fees because it will not file a proxy within 120 days of year‑end.
The filing details a seven‑member classified board with independent committee structures, recent leadership changes following the merger with Legacy Decoy, and 2025 pay for named executives, including a transaction bonus for the CFO and a 2024 severance package for the former CEO. It also describes equity incentive plans, director retainers, related‑party notes, and audit fees paid to Ernst & Young LLP.
Decoy Therapeutics, Inc. has regained compliance with Nasdaq’s Listing Rule 5550(a)(2), known as the Minimum Bid Price Requirement. After receiving a Nasdaq notice in December 2025 for trading below $1.00, the company implemented a reverse stock split effective March 6, 2026.
The shares began trading on a split-adjusted basis on March 9, 2026, and the common stock then maintained a bid price of at least $1.00 for 10 consecutive business days, closing at $7.47 on March 20, 2026. On March 31, 2026, a Nasdaq Hearings Panel confirmed Decoy is in compliance with all applicable continued listing requirements.
The company will remain under a Mandatory Panel Monitor until March 31, 2027, meaning Nasdaq will closely review any future bid-price noncompliance and could initiate delisting proceedings if the minimum bid price standard is again breached.
Decoy Therapeutics Inc. files its annual report describing a preclinical-stage biotechnology business built around the AI- and machine-learning–enabled IMP3ACT™ peptide conjugate platform. The company is developing Designable Multi-Antivirals targeting conserved viral fusion mechanisms, led by a nasally inhaled pan-coronavirus prophylactic for immunocompromised patients and a planned broad respiratory antiviral for flu, COVID-19, and RSV.
The report details the November 2025 merger with Legacy Decoy, a subsequent name and ticker change, and two reverse stock splits (1-for-15 in 2025 and 1-for-12 in 2026) used alongside capital raises to maintain Nasdaq listing compliance. Management highlights substantial doubt about the company’s ability to continue as a going concern, ongoing operating losses, reliance on future financings and non‑dilutive grants, and early-stage programs that have not yet generated product revenue.
Decoy Therapeutics Inc. is implementing a 1-for-12 reverse stock split of its common stock to help regain compliance with Nasdaq’s minimum $1.00 bid price requirement. The split becomes effective at 5:00 p.m. Eastern Time on March 6, 2026.
Every 12 issued and outstanding shares will be combined into one share, reducing outstanding common stock from approximately 6.38 million shares to approximately 532,000 shares, while authorized common shares remain at 100 million and par value stays $0.0001 per share. Trading on a split-adjusted basis on the Nasdaq Capital Market under the symbol DCOY and new CUSIP 79400X602 is expected to begin March 9, 2026.
All outstanding options, warrants, restricted stock units and shares reserved under equity plans will be adjusted proportionately. Fractional shares will be rounded down and paid in cash based on the March 6, 2026 closing price.
Decoy Therapeutics Inc. reported that stockholders approved all matters presented at a virtual special meeting held on February 24, 2026. The meeting had a quorum with 2,696,758 common shares represented. Stockholders approved the 2026 Equity Incentive Plan, providing a new framework for equity-based compensation.
They also approved a reverse stock split of outstanding common stock at a ratio between 1-for-4 and 1-for-15, with the exact ratio to be set at the board’s discretion. An adjournment proposal was approved as well, but the meeting did not need to be adjourned because sufficient votes were obtained for the main proposals.
Decoy Therapeutics Inc. investor reports a 9.9% passive stake. CVI Investments, Inc. and Heights Capital Management, Inc. jointly report beneficial ownership of 708,565 shares of Decoy Therapeutics common stock, all issuable upon exercise of warrants.
Their ownership represents 9.9% of the common stock, based on 6,384,177 shares outstanding as of December 26, 2025, as cited from the company’s definitive proxy statement. The warrants are subject to a 9.99% beneficial ownership cap, limiting exercise if it would push total holdings above that level. The filers certify the securities were not acquired to change or influence control of the company.