Decoy Therapeutics holders approve warrants, cut 10M shares

Decoy Therapeutics stockholders approved warrant-related share issuance and a reduction of authorized common shares to 90 million at a September 14, 2026 special meeting.

Available on EDGAR 09/15/2026 - 05:01 PM EDT Accepted by SEC EDGAR 09/15/2026 - 05:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Filing Explained

Warrant-related share issuance is approved but not reported as exercised or issued; authorized common shares are set at 90 million.

The September 14, 2026 stockholder vote completed approval for the Milestone Warrants to produce common shares upon exercise, but the filing reports no completed exercise or resulting issuance.

If the warrants are exercised and additional shares are issued, existing holders' percentage ownership would be reduced absent offsetting changes. Separately, the charter amendment sets authorized common shares at 90,000,000; the filing states that 590,185 shares were issued and outstanding as of the July 20, 2026 record date.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 590,185 shares Shares represented at meeting: 271,643 shares (46.03%) Authorized common shares after amendment: 90,000,000 shares +3 more

6 metrics

Shares outstanding 590,185 shares Common stock issued and outstanding as of the July 20, 2026 record date

Shares represented at meeting 271,643 shares (46.03%) Shares present in person or by proxy at the September 14, 2026 Special Meeting

Authorized common shares after amendment 90,000,000 shares Authorized common stock following a 10,000,000 share reduction approved at the Special Meeting

Reduction in authorized shares 10,000,000 shares Decrease in authorized common stock approved via Certificate of Incorporation amendment

Votes for Milestone Warrants issuance 81,646 votes Votes in favor of Proposal 1 to approve share issuance upon exercise of Milestone Warrants

Votes for authorized share reduction 234,494 votes Votes in favor of Proposal 2 to amend the Certificate of Incorporation

Key Terms

Nasdaq Listing Rules 5635(b) and 5635(d), Milestone Warrants, Certificate of Incorporation

3 terms

Nasdaq Listing Rules 5635(b) and 5635(d) regulatory

"To approve, for purposes of Nasdaq Listing Rules 5635(b) and 5635(d), the issuance"

Milestone Warrants financial

"Series A common warrants, Series B common warrants and Series C common warrants (collectively, the “Milestone Warrants”)"

Milestone warrants are rights that let holders buy a company’s stock only if specific goals—such as regulatory approvals, sales targets, or project completions—are met. Think of them as a coupon that only becomes usable when the company hits agreed checkpoints; they matter to investors because they create contingent value and potential share dilution, and they signal which outcomes the company and its backers consider most important.

Certificate of Incorporation regulatory

"approved an amendment to the Company’s Certificate of Incorporation to reduce"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Decoy Therapeutics (DCOY) stockholders approve at the September 14, 2026 Special Meeting?

Stockholders approved issuing common shares upon exercise of Series A, B and C Milestone Warrants under Nasdaq rules and approved amending the Certificate of Incorporation to reduce authorized common shares by 10,000,000 to 90,000,000.

How many Decoy Therapeutics (DCOY) shares were outstanding and represented at the Special Meeting?

As of July 20, 2026, there were 590,185 shares of common stock outstanding and entitled to vote. At the Special Meeting, 271,643 shares, or 46.03% of those shares, were present in person or represented by proxy, constituting a quorum.

What were the voting results for the Milestone Warrants share issuance proposal for DCOY?

For the proposal to approve issuing common shares upon exercise of the Milestone Warrants, the vote totals were 81,646 votes for, 2,906 against, and 196 abstentions, meeting the majority requirement of votes cast at the meeting.

How did Decoy Therapeutics (DCOY) stockholders vote on reducing authorized common shares?

Stockholders approved the amendment to reduce authorized common shares by 10,000,000 to 90,000,000, with 234,494 votes for, 6,303 against, and 181 abstentions, satisfying the required majority of votes cast.

What happened to the adjournment proposal at Decoy Therapeutics’ Special Meeting?

The adjournment proposal was rendered moot because both Proposal 1 (Milestone Warrants share issuance) and Proposal 2 (authorized share reduction) were approved by at least a majority of votes cast by stockholders represented at the Special Meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2026

DECOY THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36812	46-5087339
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2450 Holcombe Blvd. Suite X Houston, TX (Address of principal executive offices)		77021 (Zip Code)

(713) 913-5608

(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		DCOY		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 14, 2026, Decoy Therapeutics Inc. (the “Company”) convened a Special Meeting of Stockholders (the “Special Meeting”). As of July 20, 2026, the record date for the Special Meeting, there were 590,185 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 271,643, or 46.03%, were present in person or represented by proxy, which constituted a quorum.

At the Special Meeting, the stockholders voted and: (1) approved the issuance of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon the exercise of Series A common warrants, Series B common warrants and Series C common warrants; and (2) approved an amendment to the Company’s Certificate of Incorporation to reduce the number of authorized shares of Common Stock by 10,000,000 to 90,000,000.

Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting.

Proposal 1. To approve, for purposes of Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of the Company’s Common Stock, upon the exercise of the Series A common warrants, Series B common warrants and Series C common warrants (collectively, the “Milestone Warrants”) issued in a private placement, including the issuance of shares of Common Stock equal to 20% or more of the shares of Common Stock outstanding immediately prior to the issuance of such Milestone Warrants:

Votes For		Votes Against		Abstentions
81,646		2,906		196

Proposal 2. To approve an amendment to the Company’s Certificate of Incorporation to reduce the number of authorized shares of Common Stock by 10,000,000 to 90,000,000:

Votes For		Votes Against		Abstentions
234,494		6,303		181

Proposal 3 – Adjournment Proposal

Because Proposal No. 1 and Proposal No. 2 were approved by at least a majority of the votes cast by the holders of Common Stock represented in person or by proxy at the Special Meeting, the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve such proposals was rendered moot.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Decoy Therapeutics inc.
Date: September 15, 2026	By:	/s/ Mark J. Rosenblum
		Mark J. Rosenblum
		Chief Financial Officer

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