Decoy Therapeutics (DCOY) Proxy Filing summary

Executive summary

• Special Meeting scheduled for July 8, 2025, to be held virtually, with registration required by July 5, 2025.

• Proxy materials are available online, and shareholders are encouraged to review them before voting.

• Voting can be conducted online, by mail, by telephone, or during the virtual meeting using a control number.

Voting matters and shareholder proposals

• Proposal to approve a reverse stock split at a ratio between 1:4 and 1:40, timing and ratio at Board's discretion.

• Proposal to approve issuance of common stock under a securities purchase agreement, waiving the exchange cap, to comply with Nasdaq rules.

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

• Board recommends voting FOR all proposals.

Shareholder rights and capital structure

• Reverse stock split proposal aims to adjust the number of outstanding shares, potentially impacting share price and compliance with listing requirements.

• Issuance of additional shares under the purchase agreement could affect ownership percentages and capital structure.