Decoy Therapeutics Inc.

Various statements made in this Annual Report on Form 10-K are forward-looking and involve risks and uncertainties. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements give our current expectations or forecasts of future events and are not statements of historical or current facts. These statements include, among others, statements about:

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our ability to continue as a going concern and support our operations;

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our expectations regarding the timing, likelihood, expected benefits of, and potential value created by, the recently completed merger transaction between us and Legacy Decoy;

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the plans, strategies and objectives of management for future operations, including the execution of integration plans and the anticipated timing of filings, commencement of preclinical studies or clinical trials of our current and future program candidates, including statements regarding the timing of our planned regulatory communications, submissions and approvals, and release of data from such studies or trials;

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our financial performance;

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our ability to maintain the listing of our shares of common stock on The Nasdaq Stock Market (“Nasdaq”), the potential liquidity and trading of such shares of common stock and our ability to maintain continued listing with the Nasdaq listing standards;

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our ability to successfully manage our cash and cash equivalents and any anticipated proceeds from financing transactions;

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our ability to acquire sufficient sources of funding if and when needed;

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our estimates and expectations as to expenses, ongoing losses, future revenue, cash flow, capital requirements and our need for or ability to obtain additional funding before we can expect to generate any revenue from product sales

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our belief regarding the sufficiency of our cash resources to support our operations;

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our liquidity position and the expected sufficiency of such position for anticipated operating and capital requirements;

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our plans to develop and commercialize potential product candidates, including planned preclinical, clinical, regulatory, commercialization and manufacturing activities;

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our expectations regarding the scope of any approved indication for any product candidate, if approved;

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the attraction and retention of highly qualified personnel;

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the ability to protect and enhance our products and intellectual property;

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developments and projections relating to our competitors or industry;

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our relationships and actions with third parties;

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future regulatory, judicial and legislative changes in our industry; and

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any other statements of expectations, plans, intentions or beliefs, and any statements of assumptions underlying any of the foregoing.

Forward-looking statements also include statements other than statements of current or historical fact, including, without limitation, all statements related to any expectations of revenues, expenses, cash flows, earnings or losses from operations, cash required to maintain current and planned operations, capital or other financial items; any statements of the plans, strategies and objectives of management for future operations; any plans or expectations with respect to product research, development and commercialization, including regulatory approvals; any other statements of expectations, plans, intentions or beliefs; and any statements of assumptions underlying any of the foregoing. We often, although not always, identify forward-looking statements by using words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “indicate,” “seek,” “should,” “would,” “target”, “potential,” “evaluate,” “proceeding.”

The following are some of the factors that could cause actual results to differ materially from the anticipated results or other expectations expressed, anticipated or implied in our forward-looking statements:

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the risk that the recently contemplated merger transaction with Legacy Decoy may not enhance stockholder value and may adversely affect our operating results, business or investor perceptions;

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our ability to raise additional funds when necessary, and/or on acceptable terms;

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the adequacy of our capital to support our future operations;

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our ability to obtain and maintain regulatory approvals for our potential product candidates;

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the potential impact of changes and disruptions at the FDA, including a reduction in the FDA’s workforce and/or decreased funding for the FDA, on our business;

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our ability to identify patients that can be treated by our potential product candidates and to enroll these patients in our clinical trials;

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our ability to successfully commercialize our potential product candidates, if approved.

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our ability to leverage technology to identify and develop future potential product candidates;

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fluctuations in our operating results; and

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other factors described in our filings with the SEC.

We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking statement will be realized. The risks set forth under Item 1A of this Annual Report on Form 10-K describe major risks to our business, and you should read and interpret any forward-looking statements together with these risks. A variety of factors, including these risks, could cause our actual results and other expectations to differ materially from the anticipated results or other expectations expressed, anticipated or implied in our forward-looking statements. Should known or unknown risks materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected in the forward-looking statements. You should bear this in mind as you consider any forward-looking statements.

Our forward-looking statements speak only as of the dates on which they are made. We do not undertake any obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.