Decoy Therapeutics Inc. Approves Warrant Issuances, Cuts Authorized Shares

What Happened

• Decoy Therapeutics Inc. filed an 8-K after its Special Meeting of Stockholders held on September 14, 2026. Shareholders approved (1) the issuance of common stock upon exercise of Series A, B and C “Milestone” warrants (including issuance that could equal 20% or more of outstanding shares) and (2) an amendment to the Certificate of Incorporation to reduce authorized common shares by 10,000,000 to 90,000,000. The 8-K was signed by CFO Mark J. Rosenblum on September 15, 2026.

Key Details

• Record date: July 20, 2026; shares issued and outstanding on record date: 590,185.
• Quorum: 271,643 shares present in person or by proxy (46.03%).
• Proposal 1 (warrant issuance approval): For 81,646; Against 2,906; Abstentions 196.
• Proposal 2 (reduce authorized shares to 90,000,000): For 234,494; Against 6,303; Abstentions 181.
• Proposal to adjourn (if needed) was rendered moot because Proposals 1 and 2 were approved.

Why It Matters

• The warrant issuance approval clears the way for shares to be issued if Milestone Warrants are exercised; that could dilute current holders if and when exercise occurs.
• Reducing authorized shares changes the company’s ceiling for future issuances but does not affect existing outstanding shares immediately.
• Both approvals address corporate governance and Nasdaq rule considerations (Nasdaq Rules 5635(b) and 5635(d)), so they affect the company’s ability to complete financings tied to these warrants and remain compliant with listing requirements.