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.
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.
Decoy Therapeutics Inc. is registering for resale up to 3,766,500 shares of common stock issuable upon exercise of existing warrants held by selling stockholders. The company is not selling shares in this offering and will not receive proceeds from any resale.
The registered shares comprise 592,217 shares from Pre-Funded Warrants, 2,961,085 from milestone-based Milestone Warrants, and 213,198 from Placement Agent Warrants. Only cash exercises of these warrants would provide proceeds, which Decoy intends to use for working capital and general corporate purposes.
Common shares outstanding were 531,968 as of June 9, 2026, and could rise to 4,298,468 if all registered warrants are fully exercised. The company is a pre-clinical biotechnology business, has no product revenue, and its auditors have raised substantial doubt about its ability to continue as a going concern, with cash expected to fund operations only into late 2026.
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 Inc. filed a Form S-1 to register the resale of up to 3,766,500 shares of common stock issuable upon exercise of previously issued warrants. These include 592,217 shares from Pre-Funded Warrants, 2,961,085 shares from milestone-based Series A, B and C Milestone Warrants, and 213,198 shares from Placement Agent Warrants, all issued in a June 2026 private placement that raised approximately $3.5 million in gross proceeds.
The company is not selling shares in this registration and will receive no proceeds from stockholder resales, but could receive up to about $19.1 million if all warrants are exercised for cash. Shares outstanding were 531,968 as of June 9, 2026, and could rise to 4,298,468 if all registered warrants are exercised, excluding separate preferred stock, options and other warrants. Decoy is a pre-clinical biotechnology company using its IMP3ACT platform for peptide conjugate therapeutics and has incurred recurring losses, with its auditor and management citing substantial doubt about its ability to continue as a going concern and cash expected to fund operations only into late 2026. The company also highlights prior Nasdaq listing compliance issues and the risk of potential delisting if it again fails continued listing requirements.
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.