Decoy Therapeutics, Inc. Announces Up to $21 Million Private Placement Financing

Rhea-AI Summary

Decoy Therapeutics (NASDAQ:DCOY) entered a securities purchase agreement with a single healthcare-focused institutional investor for a private investment in public equity of up to $21 million in potential gross proceeds.

The PIPE provides $3.5 million upfront at $5.91 per share, plus milestone-based Series A, B and C warrants tied to Phase 1 and Phase 2a clinical trial milestones in Europe and the UK.

Positive

• $3.5 million upfront gross proceeds at $5.91 per share
• Up to $17 million additional gross proceeds from milestone-based Series A, B and C warrants
• Net proceeds intended to advance lead asset into clinical trials
• PIPE priced at-the-market under Nasdaq rules

Negative

• New common stock and warrants increase total share capital outstanding
• Most of the up to $21 million proceeds depend on future regulatory and clinical milestones
• Securities are initially unregistered and subject to transfer restrictions

News Market Reaction – DCOY

+73.79%

1 alert

+73.79% Session close to close

$2.92M Market Cap

0.1x Rel. Volume

In the Jun 29 session, DCOY gained 73.79%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +73.8% in the session following this news. A strong positive reaction aligns with t...

Analysis

The stock surged +73.8% in the session following this news. A strong positive reaction aligns with the PIPE’s potential to add up to $21 million in funding to advance trials, but future warrant exercises and resale registration could still introduce dilution and overhang risk despite currently low short positioning.

Key Figures

Upfront gross proceeds: $3.5 million PIPE deal price: $5.91 per share Series A warrant potential: $3.5 million +5 more

8 metrics

Upfront gross proceeds $3.5 million PIPE closing gross proceeds before fees

PIPE deal price $5.91 per share Purchase price for common stock or pre-funded warrants

Series A warrant potential $3.5 million Additional gross proceeds if Series A warrants fully exercised

Series B warrant potential $7.0 million Additional gross proceeds if Series B warrants fully exercised

Series C warrant potential $7.0 million Additional gross proceeds if Series C warrants fully exercised

Maximum PIPE size $21 million Total potential gross proceeds from upfront and milestone warrants

Registration filing deadline 15 calendar days Time after closing to file resale registration statement

Effectiveness target 90 days Target to have registration effective after closing if fully reviewed

Historical Context

5 past events · Latest: Jun 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 08	Conference participation	Positive	-5.0%	CEO presentation at hVIVO Capital Markets Day on clinical development and D-MAV pipeline.
Jun 03	Board nomination	Positive	-7.4%	Nomination of experienced global biopharma executive to board ahead of annual meeting.
Jun 01	Strategic partnership	Positive	-6.3%	Collaboration with hVIVO to move lead D-MAV candidate into Phase 1 and Phase 2a studies.
May 26	SAB leadership change	Positive	+4.5%	Appointment of MIT chemistry professor and co-founder as chair of scientific advisory board.
Apr 27	Conference presentations	Positive	+1.6%	Presentations at peptide therapeutics conferences highlighting preclinical D-MAV data and platform.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news, including partnerships and management updates, has often seen share-price weakness even on generally positive corporate developments.

Key Terms

private investment in public equity, pre-funded warrants, clinical trial application, human challenge trial, +2 more

6 terms

private investment in public equity financial

"for a private investment in public equity financing (the "PIPE")"

Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.

pre-funded warrants financial

"from the sale of common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

clinical trial application regulatory

"filing by the Company of a Clinical Trial Application with the applicable"

An application submitted to a regulatory authority requesting formal permission to begin testing a new drug, medical device, or treatment in humans. Like asking for a building permit before construction, it summarizes safety data, plans for how the study will be run, and monitoring procedures; investors watch these filings closely because approval lets a program move from lab research to clinical testing, reducing uncertainty and creating value-driving milestones.

human challenge trial medical

"to conduct a Phase 2a human challenge trial in the United Kingdom"

A human challenge trial is a clinical study in which healthy volunteers are intentionally exposed to a disease-causing agent under controlled conditions to test vaccines or treatments. For investors, these trials can speed up evidence about a product’s effectiveness or safety—like a controlled fire drill revealing how well a sprinkler system works—so results can rapidly affect a company’s development timeline, regulatory risk and potential market value.

registration rights agreement regulatory

"Pursuant to the terms of a registration rights agreement entered into with the investor"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

going concern financial

"concluded there is substantial doubt about its ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HOUSTON, June 26, 2026 /PRNewswire/ -- Decoy Therapeutics, Inc. (NASDAQ: DCOY) (the "Company" or "Decoy"), a biotechnology company pioneering Designable Multi-Antivirals (D-MAVs™), a new category of antivirals engineered to target shared viral mechanisms conserved across virus families, today announced that it has entered into a securities purchase agreement with a single healthcare focused institutional investor for a private investment in public equity financing (the "PIPE"), which is expected to provide approximately $3.5 million in gross proceeds at closing, before deducting placement agent's fees and other financing expenses payable by the Company. The Company intends to use the net proceeds to advance its lead asset into clinical trials.

The PIPE consists of (i) $3.5 million of upfront gross proceeds at a purchase price of $5.91 per share from the sale of common stock (or pre-funded warrants in lieu thereof), (ii) a milestone-based Series A warrant with potential additional aggregate gross proceeds of approximately $3.5 million if fully exercised following both shareholder approval and the date of filing by the Company of a Clinical Trial Application with the applicable competent regulatory authority in the European Economic Area to commence a Phase 1 clinical trial, (iii) a milestone-based Series B warrant with potential additional aggregate gross proceeds of approximately $7.0 million if fully exercised following both shareholder approval and the Company's receipt of formal written approval from the Medicines and Healthcare products Regulatory Agency to conduct a Phase 2a human challenge trial in the United Kingdom, and (iv) a milestone-based Series C warrant with potential additional aggregate gross proceeds of approximately $7.0 million if fully exercised following both shareholder approval and the Company's public announcement of data from the Company's positive Phase 2a human challenge trial conducted in the United Kingdom. The PIPE was priced "at-the-market" under the rules and regulations of The Nasdaq Stock Market LLC, with each warrant having an exercise price equal to the deal price. The securities to be issued in the PIPE will be subject to applicable restrictions on transfer. The terms of the PIPE were determined through negotiations between the Company and the investors, based on the closing share price on the determination date.

The closing of the offering is expected to occur on or about June 29, 2026, subject to the satisfaction of customary closing conditions.

Curvature Securities LLC is acting as the sole placement agent in connection with the PIPE.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of a registration rights agreement entered into with the investor, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") covering the resale of the shares of common stock issued or underlying pre-funded or common warrants issued to the institutional investor no later than 15 calendar days after the closing of the offering and to use commercially reasonable efforts to have the registration statement declared effective within 90 days following the closing of the offering in the event of a "full review" by the SEC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Decoy Therapeutics

Decoy Therapeutics is a biotechnology company pioneering Designable Multi-Antivirals (D-MAVs), a new category of antivirals engineered to target shared viral mechanisms, enabling a single, adaptable drug to work across multiple viruses. Built on the proprietary IMP(3)ACT™ platform, which combines AI-assisted design and rapid synthesis, Decoy develops peptide antivirals designed to move faster into the clinic and expand what is possible in viral prevention and treatment. The Company's lead candidates target multiple respiratory viruses, addressing the health and societal burden of viral disease.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Decoy, including expected achievement of milestones for its lead asset and future prospects of Decoy. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Decoy, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "can," "should," "would," "expect," "anticipate," "plan," "likely," "believe," "estimate," "project," "intend," and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the Company will not obtain sufficient financing to execute on its business plans and risks related to Decoy's products and development plans, including unanticipated issues with any IND application process and the potential of the IMP(3)ACT platform. Readers are urged to carefully review and consider the various disclosures made by the Company in its reports filed with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as revised or supplemented by its Quarterly Reports on Form 10-Q and other documents filed with the SEC. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, Decoy's actual results may vary materially from those expected or projected.

View original content to download multimedia:https://www.prnewswire.com/news-releases/decoy-therapeutics-inc-announces-up-to-21-million-private-placement-financing-302812451.html

SOURCE Decoy Therapeutics, Inc

FAQ

What did Decoy Therapeutics (NASDAQ:DCOY) announce about its June 2026 PIPE financing?

Decoy Therapeutics announced a private investment in public equity financing of up to $21 million in potential gross proceeds. According to Decoy, the deal includes $3.5 million upfront and additional milestone-based warrants linked to clinical and regulatory milestones in Europe and the United Kingdom.

How much immediate funding will Decoy Therapeutics (DCOY) receive from the June 2026 private placement?

Decoy Therapeutics expects approximately $3.5 million in gross proceeds at closing from the PIPE. According to Decoy, this upfront funding comes from common stock or pre-funded warrants sold at $5.91 per share, before placement agent fees and other financing expenses.

What clinical milestones trigger the Series A, B and C warrants in the Decoy Therapeutics (DCOY) PIPE?

The warrants are tied to Phase 1 and Phase 2a trial milestones in Europe and the UK. According to Decoy, exercises depend on shareholder approval plus specific regulatory filings, approvals and positive Phase 2a human challenge data being publicly announced.

How will Decoy Therapeutics use proceeds from the June 2026 PIPE financing?

Decoy plans to use net proceeds to advance its lead asset into clinical trials. According to Decoy, the funding supports progression of its Designable Multi-Antivirals (D-MAVs) platform, with trial-related milestones also linked to the potential exercise of the Series A, B and C warrants.

When is the Decoy Therapeutics (DCOY) PIPE financing expected to close?

The closing of the PIPE offering is expected on or about June 29, 2026. According to Decoy, completion remains subject to the satisfaction of customary closing conditions associated with private investment in public equity transactions.

Is the Decoy Therapeutics June 2026 PIPE financing registered with the SEC?

The PIPE securities are initially unregistered and sold under Securities Act exemptions. According to Decoy, a registration rights agreement requires filing a resale registration statement within 15 days of closing and using commercially reasonable efforts to have it declared effective within 90 days after closing.

What is the purchase and exercise price per share in the Decoy Therapeutics (DCOY) PIPE?

The PIPE purchase price is $5.91 per share for common stock or pre-funded warrants. According to Decoy, each Series A, B and C warrant also has an exercise price equal to this deal price and the transaction was priced at-the-market under Nasdaq rules.