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. (symbol: DCOY) is the issuer of record for a Form 4 filing submitted to the SEC. HANISH ARNOLD C reported acquisition or exercise transactions in this Form 4 filing.
Decoy Therapeutics Inc. (DCOY) reported that director Arnold C. Hanish received a grant of 3,000 shares of restricted common stock on August 31, 2026 under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan. The restricted stock will vest 100 percent on August 30, 2027. Following this award, Hanish beneficially owns 3,418 common shares, adjusted to reflect the reverse stock split effective on March 6, 2026. No Rule 10b5-1 trading 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. Lammers Paul reported acquisition or exercise transactions in this Form 4 filing.
Decoy Therapeutics Inc. (DCOY) reported that director Paul Lammers received a grant of 2,000 shares of Common Stock as restricted stock under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan on August 31, 2026. The grant carries a vesting schedule under which 100 percent will vest on August 30, 2027. Following this award, Lammers is reported to beneficially own 2,001 shares of Decoy Therapeutics common stock on a direct basis, with this post-transaction amount adjusted to reflect reverse stock splits that became effective on August 15, 2025 and March 6, 2026. No Rule 10b5-1 trading plan is reported for this transaction.
Decoy Therapeutics Inc. (symbol: DCOY) is the issuer of record for a Form 4 filing submitted to the SEC. Burleson Tess reported acquisition or exercise transactions in this Form 4 filing.
Decoy Therapeutics Inc. (DCOY) reported that director Tess Burleson received a grant of 2,000 shares of common stock as restricted stock on August 31, 2026 under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan. The grant vests 100 percent on August 30, 2027, and Burleson now beneficially owns 2,002 shares directly, with the post-transaction amount adjusted for reverse stock splits effective on August 15, 2025 and March 6, 2026. No Rule 10b5-1 trading plan is reported for this award.
Decoy Therapeutics Inc. (DCOY) reported that director William K. McVicar received a grant of 3,000 shares of restricted common stock on August 31, 2026 under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan. The award was granted at $0.00 per share and represents a compensation-related acquisition rather than an open-market purchase.
According to the grant terms, 100 percent of the restricted stock will vest on August 30, 2027. Following this award and after adjustments for prior reverse stock splits effective on August 15, 2025 and March 6, 2026, McVicar is reported to beneficially own 3,002 shares of Decoy Therapeutics common stock directly. No Rule 10b5-1 trading plan is reported for this transaction.
Decoy Therapeutics Inc. (symbol: DCOY) is the issuer of record for a Form 4 filing submitted to the SEC. Gauthier Patricia G. reported acquisition or exercise transactions in this Form 4 filing.
Decoy Therapeutics Inc. (DCOY) reported that director Patricia G. Gauthier received a grant of 2,000 shares of Common Stock on August 31, 2026. The award was granted at $0.00 per share as restricted stock under the Decoy Therapeutics Inc. 2026 Equity Incentive Plan and 100 percent will vest on August 30, 2027. Following this grant, she directly holds 2,000 shares.
Armistice Capital, LLC and Steven Boyd report beneficial ownership of common stock of Decoy Therapeutics Inc. Armistice, as investment manager to Armistice Capital Master Fund Ltd., reports beneficial ownership of 65,503 shares of common stock, representing 9.99% of the class. These shares are held with shared voting and dispositive power, with no sole voting or dispositive power reported. The Master Fund has the right to receive dividends and sale proceeds, while Armistice and Mr. Boyd may be deemed to beneficially own the shares through an Investment Management Agreement. The Master Fund disclaims beneficial ownership because it cannot vote or dispose of the securities under that agreement.
Decoy Therapeutics Inc. is a pre-clinical biotechnology company developing peptide conjugate therapeutics using its IMP3ACT™ platform, initially targeting infectious diseases and oncology. The company also holds legacy small‑molecule assets SP‑3164 and seclidemstat (SP‑2577), for which it is seeking strategic alternatives.
For the quarter ended June 30, 2026, Decoy recorded $227,629 in grant revenue and a net loss of $2,373,800, compared with a $957,825 net loss a year earlier. For the first six months of 2026, research and development expenses rose to $2,054,158 and general and administrative expenses to $2,860,602, driving a six‑month net loss of $4,598,428. Cash, cash equivalents and restricted cash were $8,289,108 at June 30, 2026, including about $2.7 million restricted under a Gates Foundation grant, and stockholders’ equity was $4,320,906.
Management states there is substantial doubt about the company’s ability to continue as a going concern, expecting existing cash to fund operations only into late 2026. In June 2026, Decoy completed a private placement providing approximately $3.5 million in gross proceeds and issuing milestone‑based warrants that could generate additional proceeds if future clinical and regulatory milestones are achieved and shareholders approve warrant exercise. The company also highlights potential risk from a proposed Nasdaq $5 million market‑value listing standard, given its current market value levels.
Decoy Therapeutics Inc. is calling a special stockholder meeting on September 14, 2026, held via live audio webcast, to vote on three proposals tied to a recent private placement and the company’s capital structure.
Proposal 1 seeks approval, under Nasdaq Listing Rules 5635(b) and 5635(d), for the issuance of common shares upon exercise of Series A, B and C Milestone Warrants issued June 29, 2026. These Milestone Warrants, together with 592,217 pre-funded warrants sold at $5.91 per share, could yield up to approximately $17.5 million in additional gross proceeds if exercised in full for cash and are exercisable for up to 2,961,085 shares of common stock, compared with 590,185 shares outstanding on the record date.
Proposal 2 would amend the certificate of incorporation to reduce authorized common shares from 100,000,000 to 90,000,000 (with 10,000,000 preferred shares authorized), and Proposal 3 would permit adjournment of the meeting to solicit additional proxies. The board unanimously recommends voting “FOR” all three proposals.
Decoy Therapeutics Inc. director Patricia G. Gauthier filed an initial insider ownership report indicating that she does not beneficially own any securities of the company. No equity or derivative positions are disclosed and no transactions are reported.
The filing also notes that an Exhibit 24 Power of Attorney is attached, authorizing representation for Section 16 reporting matters.
Decoy Therapeutics Inc. is calling a virtual special stockholder meeting on September 14, 2026 to vote on three capital-structure items tied to a June 2026 private placement and Nasdaq listing rules.
First, stockholders are asked to approve the Warrant Exercise Proposal, permitting issuance of common shares upon exercise of Series A, B and C Milestone Warrants issued in a private placement. The company sold pre-funded warrants for 592,217 shares at $5.91 per share (less $0.0001 exercise price) and granted Milestone Warrants exercisable, after stockholder approval and clinical milestones, for up to 2,961,085 additional shares at $5.91. The placement raised about $3.5 million upfront, and full cash exercise of the Milestone Warrants could bring up to $17.5 million in additional gross proceeds, which the company intends to use for general corporate purposes, including advancing its lead asset into clinical trials.
Second, stockholders are asked to approve an Authorized Share Proposal to reduce authorized common shares from 100,000,000 to 90,000,000, which the board believes still provides sufficient flexibility while limiting potential overhang. Third, an Adjournment Proposal would allow adjournment of the meeting to solicit more proxies if needed. The board unanimously recommends voting FOR all three proposals; 590,185 common shares were outstanding as of the July 20, 2026 record date.