UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 245, 2026

DECOY THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)



Delaware	001-36812	47-5087339
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2450 Holcombe Blvd. Suite X Houston, TX (Address of principal executive offices)		77021 (Zip Code)

(713) 913-5608

(Registrant’s telephone number, including area code)

Salarius Pharmaceuticals, Inc.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	DCOY	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 53.~~07. Submission~~03 Material ofModification ~~Matters~~ to aRights ~~Vote~~ of Security Holders.

OnTo ~~February~~the ~~24,~~extent ~~2026,~~required ~~Decoy~~by ~~Therapeutics~~Item ~~Inc~~3.03 ~~(the “Company”) held a virtual special meeting~~ of ~~stockholders~~Form ~~(the~~8-K, ~~“Special Meeting”). The Company’s stockholders voted on three proposals at~~ the ~~Special~~information ~~Meeting~~contained ~~as set forth below, each of which is described~~ in ~~more~~Item ~~detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 9, 2026~~5.03 ~~There were 2,696,758 shares~~ of ~~common~~this ~~stock,~~Current ~~par~~Report ~~value~~on ~~$0.0001~~Form ~~per~~8-K ~~share~~ (the “~~Common Stock~~Report”) ~~present~~is ~~and~~incorporated ~~entitled~~herein ~~to vote at the Special Meeting, online or~~ by ~~proxy, which constituted a quorum for the transaction of business~~reference. ~~In deciding the proposals at the Special Meeting, each share of Common Stock represented one vote.~~

AtItem ~~the~~5.03 Amendments ~~Special~~to ~~Meeting,~~Articles ~~the~~of ~~Company’s~~Incorporation ~~stockholders~~or ~~voted~~Bylaws; onChange ~~the~~in ~~following~~Fiscal ~~proposals:~~ Year.

ToAs ~~approve~~previously disclosed, on February 24, 2026, at the 2026 Annual Meeting of Stockholders of Decoy Therapeutics Inc. ~~2026~~(the ~~Equity~~“Company”), ~~Incentive~~the ~~Plan~~stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), to effect a reverse split of the Company’s outstanding common stock, par value $0.0001 (“~~Equity~~Common ~~Compensation~~Stock”), ~~Plan~~at ~~Proposal~~a ratio in the range of 1-for-4 to 1-for-15, to be determined at the discretion of the Company’s Board of Directors (the “Board”);, whereby each outstanding 4 to 15 shares would be combined, converted and changed into one share of Common Stock, to enable the Company to comply with The Nasdaq Capital Market’s (“Nasdaq”) continued listing requirements.

ToOn ~~approve~~February an25, ~~amendment~~2026, tothe Board approved a 1-for-12 reverse stock split of the Company’s ~~Amended~~issued and ~~Restated~~outstanding ~~Certificate~~shares of ~~Incorporation,~~Common asStock ~~amended~~(the “Reverse Stock Split”), toeffective ~~effect~~March a6, ~~reverse~~2026. ~~split~~On ofMarch 5, 2026, the Company’s ~~outstanding~~filed ~~Common~~with ~~Stock~~the atSecretary aof ~~ratio~~State inof the ~~range~~State of ~~1-for-4~~Delaware toa ~~1-for-15~~Certificate of Amendment to beits ~~determined~~Certificate atof Incorporation (the ~~discretion~~“Certificate of Amendment”) to effect the ~~Company’s~~Reverse ~~Board~~Stock ofSplit. ~~Directors,~~The ~~whereby~~Reverse ~~each~~Stock ~~outstanding~~Split 4will tobecome 15effective ~~shares~~as of ~~Common~~5:00 ~~Stock~~p.m. ~~would~~Eastern beTime ~~combined,~~on ~~converted~~March ~~and~~6, ~~changed~~2026 ~~into~~(the ~~one~~“Effective ~~share~~Time”), ofand the ~~Company’s~~ Common Stock ~~(the~~is ~~“Reverse~~expected ~~Stock~~to ~~Split~~begin ~~Proposal”);~~trading ~~and~~on a split-adjusted basis when Nasdaq opens on March 9, 2026.

ToWhen ~~authorize~~the Reverse Stock Split becomes effective, every 12 shares of the Company’s issued and outstanding Common Stock will automatically be combined, converted and changed into one share of Common Stock, without any change in the number of authorized shares or ~~more~~the ~~adjournments~~par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the ~~Special~~exercise ~~Meeting~~of all outstanding stock options, restricted stock units and warrants to ~~solicit~~purchase ~~additional~~shares ~~proxies~~of inCommon Stock, as applicable, and the ~~event~~number ~~there~~of ~~are~~shares ~~insufficient~~reserved ~~votes~~for issuance pursuant to ~~approve~~the ~~Proposal~~Company’s 1equity incentive compensation plans. Any fractional share of Common Stock that would be created as a result of the Reverse Stock Split will be rounded down to the next whole share and~~/or~~ 2the ~~described~~stockholder ~~above~~will (receive cash equal to the ~~“Adjournment~~market ~~Proposal”~~value of the fractional share, determined by multiplying such fraction by the closing sales price of the Common Stock as reported on Nasdaq on the last trading day before the Reverse Stock Split becomes effective (on a split-adjusted basis). The number of authorized shares of the Company's common stock will remain at 100 million, while the number of outstanding shares will be reduced from approximately 6.38 million to approximately 532,000.

~~All~~The ofCommon ~~the~~Stock ~~proposals~~will ~~were~~continue ~~voted~~to ~~upon~~trade ~~and~~on ~~approved~~Nasdaq byunder the ~~requisite~~symbol ~~majority~~“DCOY.” ofThe ~~the~~new ~~Company’s~~CUSIP ~~stockholders. The~~number ~~voting~~for ~~results~~the atCommon Stock following the ~~Special~~Reverse ~~Meeting~~Stock ~~are~~Split ~~shown~~will ~~below:~~be 79400X602.

~~Proposal~~Equiniti ~~1—The~~Trust ~~Equity~~Company, ~~Compensation~~LLC, ~~Plan~~the ~~Proposal~~Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.

Votes For		Votes Against		Abstentions		Broker Non-Votes
351,837		68,978		55,703

For more information about the Reverse Stock Split, see the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) and mailed to the Company’s stockholders on or about January 14, 2026, the relevant portions of which are incorporated herein by reference. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

~~The~~Item ~~stockholders~~8.01 ~~approved~~Other ~~the Equity Compensation Plan Proposal~~Events.

~~Proposal~~On 2—August ~~The~~14, ~~Reverse~~2025, ~~Stock~~the ~~Split~~Company ~~Proposal~~issued a press release announcing the reverse split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Votes For		Votes Against		Abstentions			Broker Non-Votes
2,187,125		507,474		2,173

Item 9.01 Financial Statements and Exhibits.

~~The~~(d) ~~stockholders approved the Reverse Stock Split Proposal.~~ Exhibits

~~Proposal~~Exhibit ~~3—The~~Number ~~Adjournment~~Exhibit ~~Proposal.~~Description

Votes For	Votes Against	Abstentions	Broker Non-Votes
3.1	Certificate of Amendment (Reverse Stock Split) to the Amended and Restated Certificate of Incorporation of the Registrant, effective March 6, 2026
2,237,338	450,908	8,526	2,220,254
99.1	Press Release of Decoy Therapeutics Inc. dated March 5, 2026
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes in favor of the Equity Compensation Plan Proposal and the Reverse Stock Split Proposal.

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: February 25, 2026	By:	/s/ Mark J. Rosenblum
Date: March 5, 2026	By:	/s/ Mark J. Rosenblum
		Mark J. Rosenblum
		Executive Vice President and Chief Financial Officer

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