Decoy Therapeutics Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Table of Contents
| Page | ||
|---|---|---|
| Special Note Regarding Forward Looking Statements | 5 | |
| Summary of Selected Risks associated with our Business | 7 | |
| PART I. | 9 | |
| Item 1. | Business | 9 |
| Item 1A. | Risk Factors | 47 |
| Item 1B. | Unresolved Staff Comments | 73 |
| Item 1C | Cybersecurity | 73 |
| Item 2. | Properties | 74 |
| Item 3. | Legal Proceedings | 74 |
| Item 4. | Mine Safety Disclosures | 74 |
| Part II | 75 | |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 75 |
| Item 6. | Reserved | 75 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview | 76 |
| Item 7A. | Quantitative and Qualitative Disclosure About Market Risk | 82 |
| Item 8. | Financial Statements and Supplementary Data | 83 |
| Index to Financial Statements | 83 | |
| Report of Independent Registered Public Accounting Firm | 84 | |
| Consolidated Balance Sheets | 86 | |
| Consolidated Statements of Operations | 87 | |
| Consolidated Statements of Cash Flows | 88 | |
| Consolidated Statement of Stockholders' Equity (Deficit) | 89 | |
| Notes to Consolidated Financial Statements | 90 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 106 |
| Item 9A. | Controls and Procedures | 106 |
| Item 9B. | Other Information | 106 |
| Part III | 107 | |
| Item 10. | Directors, Executive Officers and Corporate Governance | 107 |
| Item 11. | Executive Compensation | 107 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 107 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 107 |
| Item 14. | Principal Accounting Fees and Services | 107 |
| Part IV | 108 | |
| Item 15. | Exhibits, Financial Statement Schedules | 108 |
| SIGNATURES | 114 | |
EXPLANATORY NOTE
On August 15, 2025, the Company filed a Certificate of Amendment to the Company’s restated certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-15 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share which became effective on that date. All historical share and per share amounts reflected throughout this report have been adjusted to reflect the 2025 Reverse Stock Split (as defined below).
On March 5, 2026, the Company filed a Certificate of Amendment to the Company’s amended and restated certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-12 reverse stock split of the Company's issued and outstanding shares of Common Stock, par value $0.0001 per share, which became effective as of March 6, 2026. All historical share and per share amounts reflected throughout this report have been adjusted to reflect the 2026 Reverse Stock Split (as defined below).
On March 13, 2026, the Company received a formal decision letter from the Nasdaq Hearings Panel granting the Company's request to continue its listing on The Nasdaq Stock Market. Previously, the Company had appealed a delisting determination issued by Nasdaq due to the Company's failure to maintain compliance with the Bid Price Rule set forth in Nasdaq Listing Rule 5550(a)(2). Pursuant to the Panel's decision, the continued listing of the Company's securities is subject to the condition that the Company must demonstrate compliance with the Bid Price Rule on or before March 20, 2026. In connection with its compliance plan, the Company completed a reverse stock split on March 6, 2026 and achieved a closing bid price of $7.47 on March 20, 2026 to regain compliance.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.