Decoy Therapeutics Inc.

DEF 14A 1 dcoy_-_special_meeting_d.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 on September 14, 2026

To Our Stockholders:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the“Special Meeting”) of Decoy Therapeutics Inc., a Delaware corporation (“Decoy,” the“Company,” “we,” “us” or“our”), will be held on September 14, 2026, at 3:00 p.m., Central Time. The Special Meeting will be held solely by means of live audio webcast online; you will not be able to attend the Special Meeting in person. In order to attend the Special Meeting, you must register athttps://web.viewproxy.com/DCOY2026SM2 by 11:59 p.m., Central Time, on September 13, 2026. You will receive a link by which to join the Special Meeting upon registering to attend. On the day of the Special Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided via email in your registration confirmation. 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. 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. The Special Meeting is being held for the following purposes:

1. The Warrant Exercise Proposal – To approve, for purposes of Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of the Company’s common stock, par value $0.0001 per share (the“Common Stock”), upon the exercise of the Series A common warrants, Series B common warrants and Series C common warrants (collectively, the“Milestone Warrants”) issued in the private placement described in the accompanying proxy statement, including the issuance of shares of Common Stock equal to 20% or more of the shares of Common Stock outstanding immediately prior to the issuance of such Milestone Warrants (“Proposal 1” or the“Warrant Exercise Proposal”);

2. The Authorized Share Proposal – To approve an amendment to our Certificate of Incorporation to reduce the number of authorized shares of Common Stock by 10,000,000 to 90,000,000 (“Proposal 2” or the“Authorized Share Proposal”);

3. The Adjournment Proposal – To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Warrant Exercise Proposal or the Authorized Share Proposal (“Proposal 3” or the“Adjournment Proposal”).

In accordance with our Second Amended and Restated Bylaws (our“Bylaws”), business transacted at the Special Meeting will be limited to the matters relating to the purposes stated in this notice.

These items of business are more fully described in the proxy statement accompanying this notice. This notice of Special Meeting of Stockholders and the accompanying proxy statement contain important information regarding the Special Meeting and the proposals to be considered. If you are in doubt as to how you should vote at the Special Meeting, you should seek advice from your own legal counsel, accountant or other professional adviser prior to voting. Our board of directors (the“Board” or“Board of Directors”) has fixed the close of business on July 20, 2026 as the record date (the“Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting. A complete list of stockholders of record entitled to vote at the Special Meeting will be open to the examination of any stockholder, for any purpose germane to the Special Meeting, for a period of at least ten days prior to the Special Meeting during ordinary business hours at our principal executive offices at 2450 Holcombe Blvd., Suite X, Houston, Texas 77021, and, because the Special Meeting will be held solely by means of remote communication, will also be open to examination during the whole time of the Special Meeting on a reasonably accessible electronic network, the information required to access which will be provided with the notice of the meeting.

The Board of Directors unanimously recommends that you vote“FOR” Proposal 1 (the Warrant Exercise Proposal),“FOR” Proposal 2 (the Authorized Share Proposal), and "FOR" Proposal 3(the Adjournment Proposal).

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Special Meeting, we urge you to vote and submit your proxy in advance of the Special Meeting by one of the methods described in the proxy materials. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction form furnished to you by such record holder.

We are using the “Notice and Access” method of providing proxy materials to you via the Internet. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the“Notice”) instead of paper copies of this Notice of Special Meeting of Stockholders and the accompanying proxy statement. The Notice contains instructions on how to access those documents over the Internet and how to vote. The Notice also contains instructions on how to request a paper copy of our proxy materials.

By Order of the Board of Directors,

/s/ Frederick E. Pierce

Frederick E. Pierce

Chief Executive Officer and Director

Houston, Texas

August 4, 2026

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on September 14, 2026:

The Notice of Special Meeting of Stockholders and the accompanying Proxy Statement are available free of charge at: https://web.viewproxy.com/DCOY2026SM2.