Decoy Therapeutics (DCOY) Proxy filing summary

Executive summary

• Special meeting scheduled for September 14, 2026, to vote on three key proposals related to capital structure and financing.

• Proposals include approval of warrant exercises, reduction of authorized shares, and potential adjournment to solicit more votes if needed.

• Board unanimously recommends voting in favor of all proposals.

• Proxy materials are distributed via internet access, with options for electronic, phone, or mail voting.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon exercise of Series A, B, and C Milestone Warrants from a recent private placement, potentially exceeding 20% of outstanding shares.

• Proposal 2: Approve amendment to reduce authorized common shares from 100,000,000 to 90,000,000.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit votes for Proposals 1 or 2.

• Only stockholders of record as of July 20, 2026, are eligible to vote.

Board of directors and corporate governance

• Board recommends voting for all proposals and has entered into lock-up agreements restricting sales of shares for 90 days post-placement.

• Quorum for the meeting is 34% of voting power; board members Frederick E. Pierce and Mark J. Rosenblum are named as proxies.