Salarius amends merger deal with Decoy; sets preferred conversion floor at $3.75

Decoy Therapeutics Inc.

Fifth Amendment to Merger Agreement sets initial conversion price at $10.50/share for Series A & B Preferred.
Price protection adjusted using spread between $10.50 baseline and any dilutive subsequent financing.
Floor price of $3.75/share set as lowest conversion price in price protection calculations.
Series B Preferred redemption price changed to $10.50 multiplied by 1,000 per share.
All other Merger Agreement terms remain in full force and effect.

item 1.01 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Decoy Therapeutics Inc. issued preferred stock.

Security: preferred stock

Exact text from the filing

On September 17, 2025, the Company entered into a Fifth Amendment to Agreement and Plan of Merger (the “Fifth Amendment”) to modify the conversion terms of the Company’s form of Certificate of Designations of Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) and Series B Non-Voting Convertible Preferred Stock (“Series B Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Stock”)

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Decoy Therapeutics Inc. filing history →

Source: SEC EDGAR

accession 0001615219-25-000135

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