Decoy Therapeutics (DCOY) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for February 24, 2026, to vote on key proposals following the merger with Decoy Therapeutics, Inc., which created a combined entity and triggered a Nasdaq change of control review.

• The meeting will be held virtually, and only stockholders of record as of December 26, 2025, are eligible to vote.

• The board recommends voting in favor of all proposals: a new equity incentive plan, a reverse stock split, and the potential adjournment of the meeting to solicit additional votes if needed.

• The merger resulted in the issuance of new Series A and Series B Preferred Stock, which are not convertible into common stock until further stockholder and Nasdaq approval.

• The company is seeking to meet Nasdaq initial listing standards, including a minimum stock price, before proceeding with further steps in the merger integration.

Voting matters and shareholder proposals

• Proposal 1: Approve the 2026 Equity Incentive Plan, replacing the expired 2015 plan, with an initial reserve of 1,100,000 shares and annual increases.

• Proposal 2: Approve a reverse stock split at a ratio between 1-for-4 and 1-for-8, to be determined by the board, to help meet Nasdaq listing requirements.

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

• The board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The board is authorized to administer the new equity plan and determine all terms of awards.

• The board structure includes staggered terms and provisions to fill vacancies, which may deter hostile takeovers.

• Certain anti-takeover provisions are in place, including classified board, advance notice for proposals, and no cumulative voting.