Every 8-K that Decoy Therapeutics Inc. (DCOY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DCOY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DCOY filings page.
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. 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 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. 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. 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. 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.