Decoy Therapeutics (DCOY) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 14, 2026, to address key corporate actions.

• Shareholders can attend and vote virtually, with multiple methods available for accessing proxy materials and voting.

• Board recommends voting in favor of all proposals presented at the meeting.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of common stock upon exercise of Series A, B, and C Milestone Warrants, potentially exceeding 20% of outstanding shares, in accordance with Nasdaq rules.

• Proposal 2 requests an amendment to the Certificate of Incorporation to reduce authorized common shares by 10,000,000, setting the new limit at 90,000,000.

• Proposal 3 allows adjournment of the meeting to solicit additional proxies if necessary for Proposals 1 or 2.

• Board recommends a vote "FOR" all three proposals.

Shareholder rights and capital structure

• Amendment to reduce authorized shares aims to manage capital structure and potentially limit dilution.

• Issuance of shares upon warrant exercise could significantly increase outstanding shares, impacting ownership percentages.