Salarius amends merger agreement to allow Decoy noteholders to exchange debt for Series B Preferred

Decoy Therapeutics Inc.

Third Amendment dated July 18, 2025 allows holders of Decoy promissory notes to exchange debt for newly created Series B Non-Voting Convertible Preferred Stock.
Series B converts into common shares at a ratio based on the per-share offering price in the required $6.0M Qualified Financing.
Pre-Qualified Financing ownership percentages unchanged: Salarius legacy stockholders retain 7.6%, Decoy legacy stockholders retain 92.4%.
Mandatory redemption requires 50% of net proceeds from ATM draws or equity line of credit to redeem Series B shares until fully redeemed.
Series B conversion requires stockholder approval and Nasdaq initial listing satisfaction; automatic conversion one year after conversion approval date.

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