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Decoy Therapeutics Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

DCOY$1.13+0.9%Stored close · as of Nov 6, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Table of Contents

Page
Special Note Regarding Forward Looking Statements5
Summary of Selected Risks associated with our Business7
PART I.9
Item 1.Business9
Item 1A.Risk Factors47
Item 1B.Unresolved Staff Comments73
Item 1CCybersecurity73
Item 2.Properties74
Item 3.Legal Proceedings74
Item 4.Mine Safety Disclosures74
Part II75
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities75
Item 6.Reserved75
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview76
Item 7A.Quantitative and Qualitative Disclosure About Market Risk82
Item 8.Financial Statements and Supplementary Data83
Index to Financial Statements83
Report of Independent Registered Public Accounting Firm84
Consolidated Balance Sheets86
Consolidated Statements of Operations87
Consolidated Statements of Cash Flows88
Consolidated Statement of Stockholders' Equity (Deficit)89
Notes to Consolidated Financial Statements90
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure106
Item 9A.Controls and Procedures106
Item 9B.Other Information106
Part III107
Item 10.Directors, Executive Officers and Corporate Governance107
Item 11.Executive Compensation107
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters107
Item 13.Certain Relationships and Related Transactions, and Director Independence107
Item 14.Principal Accounting Fees and Services107
Part IV108
Item 15.Exhibits, Financial Statement Schedules108
SIGNATURES114

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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.