0001615219 2025-01-01 2025-12-31 0001615219 2025-06-30 iso4217:USD 0001615219 FY --12-31 true 10-K/A true 2025-12-31 2025 false 001-36812 Decoy Therapeutics Inc. DE 46-5087339 2450 Holcombe Blvd. Suite X Houston TX 77021 713 913-5608 Common Stock, par value $ 0.0001 DCOY NASDAQ No No Yes Yes Non-accelerated Filer true false false false false 1896114 None. Decoy Therapeutics Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026 (the “Original 10-K”), solely for the purpose of including the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above-referenced items to be incorporated in the Original 10-K by reference from the Company’s definitive proxy statement so long as such proxy statement is filed no later than 120 days after the Company’s fiscal year-end. The Company is filing this Amendment to include the Part III information in the Original 10-K because it will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Original 10-K.This Amendment amends and restates in their entirety Items 10 through 14 of the Original 10-K. Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original 10-K and does not reflect events occurring after the filing of the Original 10-K. Accordingly, this Amendment should be read in conjunction with the Original 10-K and the Company’s other filings made with the SEC subsequent to the filing of the Original 10-K. Defined terms used, but not defined, herein have the meanings ascribed to them in the Original 10-K. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment also contains new certifications by the Company’s principal executive officer and principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Item 15(a)(3) of Part IV of the Original 10-K is amended to include the currently dated certifications as exhibits. No financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K; accordingly, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.On November 12, 2025, the Company (then known as Salarius Pharmaceuticals, Inc.) completed its previously announced merger transaction (the “Merger”) with Decoy Therapeutics, Inc. (“Legacy Decoy”) pursuant to the Agreement and Plan of Merger, dated as of January 10, 2025, as amended. On January 8, 2026, the Company changed its legal name from “Salarius Pharmaceuticals, Inc.” to “Decoy Therapeutics Inc.” Except where the context otherwise requires or where otherwise indicated, all historical references to “Salarius” in this Amendment refer to the Company prior to the name change. All share and per share amounts set forth in this Amendment have been adjusted to reflect the 1-for-15 reverse stock split effected on August 15, 2025 and the 1-for-12 reverse stock split effected on March 6, 2026. true does not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation to its executive officers at certain times. Consistent with its annual compensation cycle, the Compensation Committee has for several years granted annual equity awards to its executive officers in February of each year. The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). As a result, in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material nonpublic information, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.No stock options were issued to the Company’s executive management or members of the Board of Directors in 2025. does not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation to its executive officers at certain times. Consistent with its annual compensation cycle, the Compensation Committee has for several years granted annual equity awards to its executive officers in February of each year. The timing of any equity grants to executive officers in connection with new hires, false false