Decoy Therapeutics Inc. (DCOY) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on March 5, 2026, by Decoy Therapeutics Inc. (DCOY), a Delaware corporation. The filing reports on a material corporate action approved by stockholders on February 24, 2026, and the Board of Directors on February 25, 2026, intended to ensure continued compliance with The Nasdaq Capital Market listing requirements.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity figures. The only quantitative data provided relates to capital structure adjustments:
- Outstanding Shares (Pre-Split): Approximately 6.38 million.
- Outstanding Shares (Post-Split): Approximately 532,000.
- Authorized Shares: Remains at 100 million.
- Par Value: Remains at $0.0001 per share.
Material Changes
The primary material change is the implementation of a 1-for-12 reverse stock split. Key details include:
- Effective Date: March 6, 2026, at 5:00 p.m. Eastern Time.
- Trading Resumption: Expected to begin on a split-adjusted basis on March 9, 2026.
- Symbol: The stock will continue to trade under the symbol "DCOY."
- CUSIP: The new CUSIP number is 79400X602.
- Fractional Shares: Fractional shares resulting from the split will be rounded down, with cash paid in lieu of fractional shares based on the closing sales price on the last trading day before the effective time.
- Equity Adjustments: Proportionate adjustments will be made to the exercise price and share counts for all outstanding stock options, restricted stock units, and warrants.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance, management commentary on operational outlook, or specific risk factors beyond the context of the reverse split. The stated purpose of the action is to comply with Nasdaq continued listing requirements. The filing references a Definitive Proxy Statement on Schedule 14A filed on January 14, 2026, for additional details.
Investor Verification Checklist
- Verify the exact number of shares held post-split, noting that fractional shares are rounded down and settled in cash.
- Confirm the new CUSIP number (79400X602) for trading and settlement purposes.
- Review the adjustment to the exercise price and share count for any held stock options, RSUs, or warrants.
- Monitor the stock's trading status on Nasdaq starting March 9, 2026, to ensure the split-adjusted basis is correctly applied.
- Consult the Schedule 14A Proxy Statement filed on January 14, 2026, for the full rationale and details of the stockholder approval.