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. registered for resale up to 2,368,868 common shares issuable upon exercise of New Warrants held by Armistice Capital Master Fund Ltd.; Decoy is not selling shares and receives no resale proceeds. Each warrant has a $3.25 exercise price, is immediately exercisable upon issuance and expires on its fifth anniversary. Exercise is subject to a 4.99% beneficial-ownership limit, adjustable on 61 days’ prior notice subject to the maximum percentage set forth in the warrants. Common shares outstanding were 2,385,282 as of October 6, 2026.
Decoy received approximately $3.85 million in gross proceeds when the purchaser exercised 1,184,434 existing warrants for cash in September 2026. Decoy could receive approximately $7.7 million gross if all New Warrants are exercised for cash; cashless exercise is permitted if Decoy fails to keep an active registration statement effective for the underlying shares, and would yield no cash. Decoy says existing cash and cash equivalents will fund operations only into early 2027 and reports substantial doubt about its ability to continue as a going concern.
Decoy Therapeutics Inc. is registering up to 2,368,868 common shares for resale by Armistice Capital Master Fund Ltd., issuable upon exercise of New Warrants. Resales may occur from time to time after the registration statement becomes effective; Decoy is not selling the shares and will receive no proceeds from resales. The warrants have a $3.25-per-share exercise price and a 4.99% beneficial-ownership limit after exercise, adjustable on 61 days’ prior notice subject to the warrants’ maximum. Decoy had 2,385,282 common shares outstanding as of October 6, 2026.
The New Warrants were issued after a purchaser exercised 1,184,434 existing Series B warrants for cash; the transaction closed September 23, 2026, generating approximately $3.85 million in gross proceeds before expenses. Full cash exercise of the New Warrants would yield approximately $7.7 million gross, while cashless exercise is permitted in specified circumstances. Decoy reported approximately $8.0 million in cash, cash equivalents and restricted cash as of September 30, 2026, including $2.5 million restricted for specified Gates Foundation development purposes. Decoy disclosed substantial doubt about its ability to continue as a going concern and expects existing cash to fund operations only into early 2027.
Decoy Therapeutics Inc. (DCOY) entered a warrant inducement agreement under which a holder exercised 1,184,434 Series B Milestone Warrants in full for cash at $3.25 per share, reduced from $5.91. The warrants were exercised on September 22, 2026, and the transaction closed September 23, 2026, generating approximately $3.85 million in gross proceeds before placement agent fees and other expenses. Decoy intends to use net proceeds for working capital and general corporate purposes.
On September 23, 2026, Decoy issued the holder unregistered warrants to purchase up to 2,368,868 shares, immediately exercisable upon issuance without stockholder approval, at $3.25 per share and expiring on the fifth anniversary of issuance. They carry a 9.99% beneficial ownership limitation. The exercise prices of outstanding Series A and Series C Milestone Warrants were also reduced from $5.91 to $3.25 per share, with other terms unchanged. Decoy agreed to file a resale registration statement within 15 calendar days following September 22, 2026. Subject to exceptions, it agreed not to issue common stock or common stock equivalents or file a registration statement for 30 days after that date, and not to enter a variable rate transaction until 180 days after the resale registration statement becomes effective.
Decoy Therapeutics Inc. (DCOY) held a Special Meeting of Stockholders on September 14, 2026 to vote on key capital-structure items. As of the July 20, 2026 record date, there were 590,185 shares of common stock outstanding, with 271,643 shares (46.03%) represented, constituting a quorum.
Stockholders approved, for purposes of Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of common shares upon exercise of the Series A, B and C “Milestone Warrants,” with 81,646 votes for, 2,906 against and 196 abstentions. They also approved amending the Certificate of Incorporation to reduce authorized common shares by 10,000,000 to 90,000,000, with 234,494 votes for, 6,303 against and 181 abstentions. Because both proposals passed, the adjournment proposal was rendered moot.
Decoy Therapeutics Inc. (symbol: DCOY) is the issuer of record for a Form 4 filing submitted to the SEC. Lieber Jonathan I reported acquisition or exercise transactions in this Form 4 filing.
Decoy Therapeutics Inc. (DCOY) director Jonathan I. Lieber received a grant of 2,000 shares of restricted common stock on August 31, 2026 under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan. The award vests 100 percent on August 30, 2027, and brings his directly held beneficial ownership to 2,002 shares, adjusted for reverse stock splits effective on August 15, 2025 and March 6, 2026. No Rule 10b5-1 plan is reported for this award.
Decoy Therapeutics Inc. (symbol: DCOY) is the issuer of record for a Form 4 filing submitted to the SEC. PIERCE FREDERICK II reported acquisition or exercise transactions in this Form 4 filing.
Decoy Therapeutics Inc. (DCOY) reported that Chief Executive Officer Frederick Pierce II received a grant of 33,455 shares of restricted common stock on August 31, 2026 under the company’s 2026 Equity Incentive Plan. 25% of this restricted stock vested immediately, with the balance vesting in approximately equal monthly installments over the next 36 months. Following the grant, he beneficially owned 34,844 shares of common stock, a figure adjusted to reflect a reverse stock split effective on March 6, 2026.
Decoy Therapeutics Inc. (symbol: DCOY) is the issuer of record for a Form 4 filing submitted to the SEC. Marschel Peter Klaus reported acquisition or exercise transactions in this Form 4 filing.
Decoy Therapeutics Inc. (DCOY) reported that Chief Business Officer Marschel Peter Klaus received a grant of 3,900 shares of Common Stock on August 31, 2026 as restricted stock under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan. According to the terms, 25 percent of the restricted stock vested immediately, with the remaining shares scheduled to vest in approximately equal monthly installments over the next 36 months. Following this award, he holds 3,900 shares directly. No Rule 10b5-1 trading plan is reported for this grant.
Decoy Therapeutics Inc. (symbol: DCOY) is the issuer of record for a Form 4 filing submitted to the SEC. Rosenblum Mark J reported acquisition or exercise transactions in this Form 4 filing.
Decoy Therapeutics Inc. (DCOY) reported that Chief Financial Officer Mark J. Rosenblum received a grant of 9,682 shares of restricted common stock on August 31, 2026 under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan. Twenty-five percent vested immediately and the rest will vest in approximately equal monthly increments over the next 36 months. Following this award, he beneficially owns 11,363 shares, with the share count adjusted for reverse stock splits effective on August 15, 2025 and March 6, 2026. No Rule 10b5-1 trading plan is reported.
Decoy Therapeutics Inc. (symbol: DCOY) is the issuer of record for a Form 4 filing submitted to the SEC. Hibner Barbara Louise reported acquisition or exercise transactions in this Form 4 filing.
Decoy Therapeutics Inc. (DCOY) reported that Chief Scientific Officer Barbara Louise Hibner received a grant of 4,216 shares of common stock as restricted stock under the company’s 2026 Equity Incentive Plan on August 31, 2026. 25% of these shares vested immediately, with the balance vesting in approximately equal monthly installments over the next 36 months. Following this award, she directly holds 4,216 shares of common stock.