Decoy Therapeutics (DCOY) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for July 8, 2025, to vote on three key proposals via virtual webcast.

• Proposals include a reverse stock split, approval for issuance of additional shares under a securities purchase agreement, and potential adjournment to solicit more proxies if needed.

• The Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for 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 requests approval to issue shares exceeding 20% of outstanding stock under a purchase agreement with C/M Capital Master Fund, LP, in compliance with Nasdaq rules.

• Proposal 3 allows adjournment of the meeting to solicit additional proxies if necessary.

• All proposals require a majority vote of shares present or represented by proxy.

Board of directors and corporate governance

• The Board has the authority to determine the reverse split ratio and timing, and may abandon the split if deemed not in stockholders' best interests.

• Proxy holders are the CEO and CFO, empowered to vote as directed or, in absence of direction, as recommended by the Board.