Decoy Therapeutics (NASDAQ: DCOY) wins approval for equity plan and reverse split

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

Shareholders approved new equity plan and flexible reverse split.

Decoy Therapeutics Inc. obtained stockholder approval for a 2026 Equity Incentive Plan and a reverse stock split range of 1-for-4 to 1-for-15. This gives the board authority to adjust the share count structure without needing another stockholder vote.

The equity plan approval indicates support for using stock-based awards to compensate and retain employees and directors. The reverse split authorization can help manage the share price and listing standards, but actual effects will depend on the ratio the board ultimately selects and when it is implemented.

The adjournment proposal passed but was not used, since Proposals 1 and 2 already had sufficient votes. Future company disclosures will need to specify if and when the board decides to implement the reverse stock split and how the new equity plan is used in practice.

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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): February 24, 2026

DECOY THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36812	47-5087339
(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)

Salarius Pharmaceuticals, Inc.
(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 February 24, 2026, Decoy Therapeutics Inc. (the “Company”) held a virtual special meeting of stockholders (the “Special Meeting”). The Company’s stockholders voted on three proposals at the Special Meeting as set forth below, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 9, 2026. There were 2,696,758 shares of common stock, par value $0.0001 per share (the “Common Stock”) present and entitled to vote at the Special Meeting, online or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Special Meeting, each share of Common Stock represented one vote.

At the Special Meeting, the Company’s stockholders voted on the following proposals:

1.To approve the Decoy Therapeutics Inc. 2026 Equity Incentive Plan (the “Equity Compensation Plan Proposal”);

2.To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of the Company’s outstanding Common Stock at a ratio in the range of 1-for-4 to 1-for-15 to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 4 to 15 shares of Common Stock would be combined, converted and changed into one share of the Company’s Common Stock (the “Reverse Stock Split Proposal”); and

3.To authorize one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1 and/or 2 described above (the “Adjournment Proposal”).

All of the proposals were voted upon and approved by the requisite majority of the Company’s stockholders. The voting results at the Special Meeting are shown below:

Proposal 1—The Equity Compensation Plan Proposal.

Votes For		Votes Against		Abstentions		Broker Non-Votes
351,837		68,978		55,703

The stockholders approved the Equity Compensation Plan Proposal.

Proposal 2— The Reverse Stock Split Proposal.

Votes For		Votes Against		Abstentions			Broker Non-Votes
2,187,125		507,474		2,173

The stockholders approved the Reverse Stock Split Proposal.

Proposal 3—The Adjournment Proposal.

Votes For		Votes Against		Abstentions			Broker Non-Votes
2,237,338		450,908		8,526			2,220,254

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes in favor of the Equity Compensation Plan Proposal and the Reverse Stock Split Proposal.

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: February 25, 2026	By:	/s/ Mark J. Rosenblum
		Mark J. Rosenblum
		Executive Vice President and Chief Financial Officer

FAQ

What did Decoy Therapeutics Inc. (DCOY) stockholders approve at the special meeting?

Stockholders approved three proposals: the 2026 Equity Incentive Plan, a reverse stock split authorization in a 1-for-4 to 1-for-15 range, and an adjournment proposal. All items received the required majority support at the February 24, 2026 virtual special meeting.

What is the reverse stock split range approved for Decoy Therapeutics Inc. (DCOY)?

Stockholders authorized a reverse stock split of outstanding common stock at a ratio between 1-for-4 and 1-for-15. The board of directors can choose the exact ratio later, combining 4 to 15 existing shares into one share.

How many shares were represented at Decoy Therapeutics Inc.’s February 24, 2026 special meeting?

A total of 2,696,758 shares of common stock were present and entitled to vote at the special meeting, either online or by proxy. This level of participation constituted a quorum, allowing the company to conduct official stockholder business.

How did Decoy Therapeutics Inc. (DCOY) stockholders vote on the 2026 Equity Incentive Plan?

For the Equity Compensation Plan Proposal, stockholders cast 351,837 votes for, 68,978 votes against, and 55,703 abstentions. These results meant the 2026 Equity Incentive Plan was approved by the required majority of voting shares.

Was the adjournment of the Decoy Therapeutics Inc. special meeting necessary?

Although stockholders approved the adjournment proposal, adjournment was not needed. There were already sufficient favorable votes to approve both the Equity Compensation Plan Proposal and the Reverse Stock Split Proposal, so the meeting concluded without any adjournment.

What change of name is referenced for Decoy Therapeutics Inc. (DCOY)?

The filing notes that the registrant is now named Decoy Therapeutics Inc. and lists Salarius Pharmaceuticals, Inc. as the former name. This indicates the company previously operated under the Salarius Pharmaceuticals, Inc. name before adopting its current identity.

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