Decoy Therapeutics (DCOY) Proxy filing summary

Executive summary

• Special meeting scheduled for September 14, 2026, to vote on three key proposals, with participation exclusively via live webcast.

• 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 paper copies upon request.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuance of common stock upon exercise of Series A, B, and C Milestone Warrants from a recent private placement, potentially exceeding 20% of pre-issuance shares.

• Proposal 2 requests an amendment to reduce authorized common shares from 100,000,000 to 90,000,000.

• Proposal 3 allows adjournment of the meeting to a later date if more time is needed to secure votes for Proposals 1 or 2.

• Only business stated in the notice will be transacted at the meeting.

Board of directors and corporate governance

• Board fixed July 20, 2026, as the record date for voting eligibility.

• Board members and executive officers entered into 90-day lock-up agreements restricting share transactions post-private placement.

• No director or executive officer participated as a purchaser in the private placement.