Salarius Pharmaceuticals, Inc.

DEF 14A 1 d70714ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Decoy Therapeutics Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2450 Holcombe Blvd.

Suite X

Houston, TX 77021

contact@decoytx.com

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held February 24, 2026

To Our Stockholders:

NOTICE IS HEREBY GIVEN that Decoy Therapeutics Inc. (the “Company” or “Decoy”) will hold a Special Meeting of Stockholders (the “Special Meeting”) at 10:00 a.m., Central Time, on February 24, 2026. Prior to January 8, 2026, we were known as Salarius Pharmaceuticals, Inc. (“Salarius”). In November 2025, Salarius completed a merger (the “Merger”) with Decoy and conducted financings to raise capital for its business (together, along with future steps set forth elsewhere in this proxy statement, the “Decoy Transaction”). We refer herein to the post-transaction entity as the “Combined Company.” In connection with the Decoy Transaction, on January 8, 2026, Salarius filed an amendment to its amended and restated certificate of incorporation to change its name to Decoy Therapeutics Inc. (the “Name Change”). Prior to the Name Change, the Combined Company’s shares of common stock traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SLRX.” Following the Name Change, the Combined Company’s shares of common stock now trade on the Nasdaq under the symbol “DCOY.”

Shortly after the announcement of the Decoy Transaction, Nasdaq informed us that the Decoy Transaction constitutes a business combination that will result in a “Change of Control” pursuant to Listing Rule 5110(a), and accordingly, the post-transaction entity will be required to satisfy all of Nasdaq’s initial listing criteria and to complete Nasdaq’s initial listing process prior to the Combined Company’s holding of a stockholder meeting to seek approval for the conversion of the preferred shares issued to legacy Decoy stakeholders at the closing of the Merger. Because we do not currently satisfy Nasdaq’s initial listing criteria, including the minimum stock price, we are not soliciting your approval of a proposal to convert the preferred stock into common stock at this time. At the Special Meeting, you will be asked to approve a new equity plan and a reverse stock split of the Combined Company’s outstanding shares of common stock, as more fully described below. In addition, as part of step two of the Decoy Transaction (as more fully described elsewhere in the proxy statement), we intend to call an additional special meeting at a later date to seek approval of certain other items required for completion of the Decoy Transaction. Such special meeting and the proposals sought for approval by our stockholders will be detailed in a future proxy statement and are not contingent on the approval by the stockholders of the proposals set forth herein, although we will not call such special meeting until the proposals set forth herein are approved and we otherwise meet the initial listing standards of the Nasdaq .

The Special Meeting will be held solely by means of live audio webcast online. You will receive a link by which to join the meeting upon registering to attend. You must register to attend using the following linkhttps://web.viewproxy.com/DCOY/2026SM. You will not be able to attend the Special Meeting in person. The items of business for the meeting are to consider and vote on the following matters described in the accompanying Proxy Statement:

1. To approve the Decoy Therapeutics Inc. 2026 Equity Incentive Plan (the “Equity Compensation Plan Proposal” or “Proposal No. 1”);

2. To approve an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s outstanding shares of common stock at any ratio between 1-for-4 and 1-for-15, as determined by the Company’s Board of Directors (the “Board”), and with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion at any time before February 24, 2027 (the “Reverse Stock Split Proposal” or “Proposal No. 2”);

3. To approve the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposal Nos. 1, and/or 2 (the “Adjournment Proposal” or “Proposal No. 3”).

The Board recommends that stockholders voteFOReach of the Equity Compensation Plan Proposal, the Reverse Stock Split Proposal and the Adjournment Proposal.

The Special Meeting will be held virtually. In order to attend the meeting, you must register athttps://web.viewproxy.com/DCOY/2026SM by 11:59 PM CT on February 22, 2026. If you hold your shares in an account at a brokerage firm, bank, dealer or other similar organization, you will need to obtain a “legal proxy” from that entity and submit it when you register. On the day of the Special Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and entering the password you received via email in your registration confirmations. You will be able to attend and participate in the Special Meeting online, vote your shares electronically, and submit your questions prior to and during the meeting. To vote at the meeting, (a) if you hold your shares through a broker, bank or other nominee, you will need the control number you receive by email after registering, and (b) if you hold your shares in an account with our transfer agent, you will need the control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail.

Only stockholders of record at the close of business on December 26, 2025 are entitled to notice of, and to vote while attending the Special Meeting on the Internet. For 10 days prior to the Special Meeting, a complete list of stockholders entitled to vote at the Special Meeting will be available at the Secretary’s office at 2450 Holcombe Blvd., Suite X, Houston, TX 77021.

We are using the “Notice and Access” method of providing proxy materials to you via the Internet. We are mailing to you a Notice of Internet Availability of Proxy Materials instead of paper copies of this Notice of Special Meeting of Stockholders and Proxy Statement (this “Notice and Proxy Statement”) and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”). Notice and Access provides a convenient way for you to access our proxy materials. The Notice of Internet Availability of Proxy Materials includes instructions on how to access this Notice and Proxy Statement and our Annual Report and how to vote your shares. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials and our Annual Report, if you prefer.

The accompanying proxy statement includes further details with respect to the proposals to be considered at the Special Meeting. This notice of Special Meeting and the accompanying proxy statement contain important information and should be read in their entirety. If you are in doubt as to how you should vote at the Special Meeting, you should seek advice from your legal counsel, accountant or other professional adviser prior to voting.

By the Order of the Board of Directors,

/s/ Mark J. Rosenblum

Mark J. Rosenblum

Executive Vice-President and Chief Financial Officer

Houston, Texas

January 9, 2026

Important Notice Regarding the Availability of Proxy Materials for the

Special Meeting of Stockholders to be Held on February 24, 2026:

Copies of our Proxy Materials, consisting of the Notice of Special Meeting of Stockholders, the Proxy

Statement and Accompanying Form of Proxy Card are available at

https://web.viewproxy.com/DCOY/2026SM