CVI and Heights disclose 9.9% Decoy Therapeutics (DCOY) warrant stake

Rhea-AI Filing Summary

Decoy Therapeutics Inc. investor reports a 9.9% passive stake. CVI Investments, Inc. and Heights Capital Management, Inc. jointly report beneficial ownership of 708,565 shares of Decoy Therapeutics common stock, all issuable upon exercise of warrants.

Their ownership represents 9.9% of the common stock, based on 6,384,177 shares outstanding as of December 26, 2025, as cited from the company’s definitive proxy statement. The warrants are subject to a 9.99% beneficial ownership cap, limiting exercise if it would push total holdings above that level. The filers certify the securities were not acquired to change or influence control of the company.

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Accepted by SEC EDGAR 02/17/2026 - 02:47 PM Learn about SEC filing dates

FAQ

What does the Schedule 13G/A filing reveal about Decoy Therapeutics Inc. (DCOY)?

The filing shows an institutional investor group holds a sizable passive position in Decoy Therapeutics. CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 708,565 common shares, representing 9.9% of the company based on disclosed shares outstanding.

How many Decoy Therapeutics (DCOY) shares do CVI Investments and Heights Capital report owning?

They report beneficial ownership of 708,565 Decoy Therapeutics common shares. All of these are issuable upon exercise of warrants, rather than already issued stock, and together represent 9.9% of the company’s common shares based on the outstanding share count cited.

What percentage of Decoy Therapeutics’ common stock is owned according to this Schedule 13G/A?

The reporting persons disclose beneficial ownership of 9.9% of Decoy Therapeutics’ common stock. This percentage is calculated using 6,384,177 shares outstanding as of December 26, 2025, as referenced from the company’s definitive proxy statement on Schedule 14A.

Are the Decoy Therapeutics (DCOY) shares held directly or through warrants?

The reported holdings consist entirely of shares issuable upon exercise of warrants. These warrants allow purchase of Decoy Therapeutics common stock but are subject to limits preventing exercise if doing so would push the reporting group’s beneficial ownership above a specified threshold.

What is the beneficial ownership limitation mentioned in the Decoy Therapeutics filing?

The warrants include a 9.99% beneficial ownership limitation. They cannot be exercised to the extent that doing so would cause the reporting persons and their affiliates, together with other aggregated holders, to beneficially own more than 9.99% of Decoy’s outstanding common stock.

Do CVI Investments and Heights Capital seek to influence control of Decoy Therapeutics?

They state the securities were not acquired and are not held to change or influence control of Decoy Therapeutics. The certification specifies the holdings are not part of any control-related transaction, other than activities solely connected with a possible director nomination process under applicable rules.

Who are the reporting persons in the Decoy Therapeutics (DCOY) Schedule 13G/A?

The reporting persons are CVI Investments, Inc., organized in the Cayman Islands, and Heights Capital Management, Inc., organized in Delaware. Heights Capital serves as investment manager to CVI and may exercise shared voting and dispositive power over the reported Decoy Therapeutics warrant position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Decoy Therapeutics Inc. (f/k/a Salarius Pharmaceuticals, Inc.)

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

79400X503

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 79400X503

1

Names of Reporting Persons

CVI Investments, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 708,565.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 708,565.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

708,565.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

SCHEDULE 13G

CUSIP No. 79400X503

1

Names of Reporting Persons

Heights Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 708,565.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 708,565.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

708,565.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Decoy Therapeutics Inc. (f/k/a Salarius Pharmaceuticals, Inc.)
(b)	Address of issuer's principal executive offices: 2450 Holcombe Blvd., Suite X, Houston, TX 77021
Item 2.
(a)	Name of person filing: This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of common stock of Decoy Therapeutics Inc. (f/k/a Salarius Pharmaceuticals, Inc.) (the "Company"), $0.0001 par value per share (the "Shares"). (i) CVI Investments, Inc. (ii) Heights Capital Management, Inc.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of CVI Investments, Inc. is: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman KY1-1104 Cayman Islands The address of the principal business office of Heights Capital Management, Inc. is: 101 California Street, Suite 3250 San Francisco, California 94111
(c)	Citizenship: Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 79400X503
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants"). The Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 9.99%. The Company's Definitive Proxy Statement on Schedule 14A, filed on January 9, 2026, indicates there were 6,384,177 Shares outstanding as of December 26, 2025.
(b)	Percent of class: 9.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
	(iii) Sole power to dispose or to direct the disposition of: The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CVI Investments, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:	02/10/2026

Heights Capital Management, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:	02/10/2026

Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed.

Exhibit Information

EXHIBIT INDEX EXHIBIT DESCRIPTION 24 Limited Power of Attorney* 99 Joint Filing Agreement* * Previously filed