Decoy Therapeutics Inc 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 (Exact name of Registrant as Specified in Its Charter) Delaware Securities registered pursuant to Section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements forthe past 90 days. Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule12b-2 of the Exchange Act. Large Accelerated Filer☐Non-accelerated Filer☒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.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes☐No☒ As of June 30, 2025 (the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the common stockof the registrant held by non-affiliates of the registrant was $1,896,114 based on the last reported sale price of the registrant's common stock on the NasdaqCapital Market on June 30, 2025.As of March 17, 2026, there were 531,968 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE DECOY THERAPEUTICS INC.TABLE OF CONTENTS Special Note Regarding Forward Looking StatementsSummary of Selected Risks associated with our BusinessPART I.Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1CCybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety DisclosuresPart IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesItem 6.ReservedItem 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations OverviewItem 7A.Quantitative and Qualitative Disclosure About Market RiskItem 8.Financial Statements and Supplementary DataIndex to Financial StatementsReport of Independent Registered Public Accounting FirmConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statements of Cash FlowsConsolidated Statement of Stockholders' Equity (Deficit)Notes to Consolidated Financial StatementsItem 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure106Item 9A.Controls and Procedures106Item 9B.Other Information106Part III107Item 10.Directors, Executive Officers and Corporate Governance107Item 11.Executive Compensation107Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters107Item 13.Certain Relationships and Related Transactions, and Director Independence107Item 14.Principal Accounting Fees and Services107Part IV108Item 15.Exhibits, Financial Statement Schedules108Item 16.Form 10-K Summary113SIGNATURES114 EXPLANATORY NOTE OnAugust 15,2025,the Company filed a Certificate of