Decoy Therapeutics INC. 8-K Filing

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share DCOY The Nasdaq Capital M
• $1.00 — an the minimum bid price requirement of $1.00 per share (the "Minimum Bid Price Requi
• $7.47 — bid price of the Common Stock closed at $7.47 per share, thereby demonstrating compli

Filing Documents

• dcoy-20260331.htm (8-K) — 61KB
• dcoy-ex99_1.htm (EX-99.1) — 14KB
• img181279516_0.gif (GRAPHIC) — 22KB
• 0001193125-26-139145.txt ( ) — 223KB
• dcoy-20260331.xsd (EX-101.SCH) — 31KB
• dcoy-20260331_htm.xml (XML) — 5KB

01. Other Events

Item 8.01. Other Events As previously reported, on December 31, 2025, Decoy Therapeutics Inc. (the "Company") received written notice from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price of the Company's common stock (the "Common Stock") for the last 30 consecutive business days was lower than the minimum bid price requirement of $1.00 per share (the "Minimum Bid Price Requirement"). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), and because the Company remains subject to a Mandatory Panel Monitor, the Company was ineligible for a compliance period. The Company requested timely a hearing with a Nasdaq Hearings Panel (the "Hearings Panel"), which had the effect of staying any suspension or delisting action pending the issuance of the Hearings Panel decision and the ultimate resolution of this matter. At a hearing before the Hearings Panel on February 6, 2026 (the "Hearing"), the Company presented its plans to regain compliance with the Minimum Bid Price Requirement, including the implementation of a reverse stock split. Subsequently, the Company implemented a reverse stock split to regain compliance with the Minimum Bid Price Requirement, effective March 6, 2026, and began trading on a split adjusted basis on March 9, 2026 (the "Reverse Stock Split"). Following the Hearing and the Reverse Stock Split, the Company received written notice (the "Exception Notice") from the Hearings Panel on March 13, 2026, notifying the Company that it has been granted until March 20, 2026, to regain compliance with the Minimum Bid Price Requirement (the "Exception Period"). To regain compliance with the Minimum Bid Price Requirement and qualify for continued listing on The Nasdaq Capital Market, the minimum bid price per share of the Common Stock must be at least $1.00 for at least 10 consecutive business days on or prior to March 20, 2026. At the close of market o

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including the Company's ability to regain compliance with the Nasdaq continued listing requirements, regained compliance with the Minimum Bid Price Requirement, which determination awaits Nasdaq's determination, and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Decoy, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "can," "should," "would," "expect," "anticipate," "plan," "likely," "believe," "estimate," "project," "intend," and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: risks and uncertainties related to the Company's ability to regain compliance with the Nasdaq Minimum Bid Price Requirement in the required timeframe, and the risk that the Company may not receive any additional extensions from Nasdaq if it is unable to regain compliance within the required timeframe. Readers are urged to carefully review and consider the various disclosures made by the Company in its reports filed with the SEC, including its Current Report on Form 8-K filed on January 2, 2026, its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 99.1 Press Release of Decoy Therapeutics Inc. dated April 2, 2026 104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Decoy Therapeutics inc. Date: April 2, 2026 By: /s/ Mark J. Rosenblum Mark J. Rosenblum Executive Vice President and Chief Financial Officer

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