Decoy Therapeutics (DCOY) Proxy Filing summary

Executive summary

• Special Meeting scheduled for July 8, 2025, to be held virtually, with registration required for participation and voting.

• Three key proposals: a reverse stock split, approval for issuance of shares under a securities purchase agreement, and potential adjournment to solicit more proxies if needed.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split at a ratio between 1:4 and 1:40, with the final ratio and timing at the Board's discretion.

• Proposal 2: Approve issuance of shares exceeding 20% of outstanding stock under a purchase agreement with C/M Capital Master Fund, LP, to comply with Nasdaq rules.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit votes for the main proposals.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Proxy solicitation is managed by the Board, with David J. Arthur (President/CEO) and Mark J. Rosenblum (CFO) as designated proxy holders.

• Security ownership table discloses shares and options held by directors and executive officers, with all current officers and directors as a group holding 1.2% of outstanding shares.

• Procedures for stockholder proposals and director nominations for the 2025 Annual Meeting are outlined, including deadlines and requirements.