Decoy Therapeutics raises $3.85M from warrants
The new warrants are exercisable immediately upon issuance without stockholder approval and carry a 9.99% beneficial ownership limitation.
Rhea-AI Filing Summary
Decoy Therapeutics Inc. (DCOY) entered a warrant inducement agreement under which a holder exercised 1,184,434 Series B Milestone Warrants in full for cash at $3.25 per share, reduced from $5.91. The warrants were exercised on September 22, 2026, and the transaction closed September 23, 2026, generating approximately $3.85 million in gross proceeds before placement agent fees and other expenses. Decoy intends to use net proceeds for working capital and general corporate purposes.
On September 23, 2026, Decoy issued the holder unregistered warrants to purchase up to 2,368,868 shares, immediately exercisable upon issuance without stockholder approval, at $3.25 per share and expiring on the fifth anniversary of issuance. They carry a 9.99% beneficial ownership limitation. The exercise prices of outstanding Series A and Series C Milestone Warrants were also reduced from $5.91 to $3.25 per share, with other terms unchanged. Decoy agreed to file a resale registration statement within 15 calendar days following September 22, 2026. Subject to exceptions, it agreed not to issue common stock or common stock equivalents or file a registration statement for 30 days after that date, and not to enter a variable rate transaction until 180 days after the resale registration statement becomes effective.
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beneficial ownership limitation regulatory
cashless exercise provisions technical
anti-dilution adjustments technical
variable rate transaction financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On September 22, 2026, Decoy Therapeutics Inc. (the “Company”) entered into a warrant inducement letter agreement (the “Inducement Letter”) with a holder (the “Holder”) of the Company’s outstanding Series A, Series B and Series C milestone-based common warrants issued on June 29, 2026 (the “Milestone Warrants”), pursuant to which the Holder agreed to exercise for cash, in full, the Series B Milestone Warrants (the “Existing Warrants”) to purchase an aggregate of 1,184,434 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
Pursuant to the Inducement Letter, the Company agreed to reduce the exercise price of the Existing Warrants from $5.91 per share to $3.25 per share. In connection with the transaction, the exercise price of the Company's outstanding Series A Milestone Warrants and Series C Milestone Warrants was also reduced from $5.91 per share to $3.25 per share; the other terms of such warrants were not amended. The Existing Warrants were exercised in full on September 22, 2026, and the transaction closed on September 23, 2026, resulting in aggregate gross proceeds to the Company of approximately $3.85 million, before deducting placement agent fees and other expenses. The Company intends to use the net proceeds for working capital and other general corporate purposes.
As consideration for the immediate exercise of the Existing Warrants, on September 23, 2026, the Company issued to the Holder in a private placement new unregistered warrants (the “New Warrants”) to purchase up to 2,368,868 shares of Common Stock, representing 200% of the number of shares underlying the exercised Existing Warrants. The New Warrants have an exercise price of $3.25 per share, are exercisable immediately upon issuance and will expire on the fifth anniversary of the date of issuance. The New Warrants contain customary anti-dilution adjustments, cashless exercise provisions and a beneficial ownership limitation of 9.99%. The issuance and exercise of the New Warrants are not subject to stockholder approval.
The Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable upon exercise of the New Warrants within 15 calendar days following the date of the Inducement Letter and to use commercially reasonable efforts to cause such registration statement to become effective within the periods set forth in the Inducement Letter. The resale of the shares of Common Stock issuable upon exercise of the Existing Warrants has been registered pursuant to the Company’s effective registration statement on Form S-1 (File No. 333-297381). In the Inducement Letter, the Company also agreed, subject to certain exceptions, not to issue any shares of Common Stock or Common Stock equivalents, or file any registration statement, for 30 days following the date of the Inducement Letter, and, subject to certain exceptions, not to enter into any variable rate transaction until 180 days after the effective date of the resale registration statement covering the shares of Common Stock issuable upon exercise of the New Warrants.
The foregoing description of the Inducement Letter and the New Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Letter and the form of New Warrant, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The New Warrants and the shares of Common Stock issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered and sold in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act. The Holder represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D.
Item 7.01. Regulation FD Disclosure.
On September 22, 2026, the Company issued a press release announcing the transaction described in Item 1.01 of this Current Report on Form 8-K and subsequently issued a corrective press release clarifying that the New Warrants are not subject to stockholder approval and are exercisable immediately upon issuance. Copies of the original press release and the corrective press release are furnished as Exhibits 99.1 and 99.2 hereto, respectively.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Form of Common Stock Purchase Warrant |
10.1 |
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Form of Warrant Inducement Letter Agreement, dated September 22, 2026, by and between the Company and the Holder |
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Press Release announcing the warrant inducement transaction, dated September 22, 2026 |
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Corrective Press Release relating to the warrant inducement transaction, dated September 22, 2026 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Decoy Therapeutics inc. |
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Date: September 23, 2026 |
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/s/ Mark J. Rosenblum |
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Mark J. Rosenblum |
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Executive Vice President and Chief Financial Officer |
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Exhibit 99.1
Decoy Therapeutics, Inc. Announces a Warrant Inducement Transaction for $3.85 Million in Gross Proceeds Priced At-The-Market under Nasdaq Rules
Houston, TX., September 22, 2026 – Decoy Therapeutics, Inc. (NASDAQ: DCOY) (“the Company” or “Decoy”), a biotechnology company pioneering Designable Multi-Antivirals (D-MAVs(TM)), a new category of antivirals engineered to target shared viral mechanisms conserved across virus families, today announced its entry into a warrant inducement agreement with an existing institutional investor of the Company for the immediate exercise of the Series B Milestone Warrants to purchase shares of the Company’s common stock, for a total of 1,184,434 warrants (the “Existing Warrants”). The Existing Warrants were issued on June 29, 2026 and will be exercised at a reduced exercise price of $3.25 per share. In connection with the transaction, the exercise price of the Company’s outstanding Series A Milestone Warrants and Series C Milestone Warrants will also be reduced from $5.91 per share to $3.25 per share. The exercise of the Existing Warrants will result in gross cash proceeds of approximately $3.85 million, before deducting placement agent fees and other transaction expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.
In consideration for the immediate exercise in full of the Existing Warrants, the investor will receive, in a private placement, new unregistered warrants to purchase up to 2,368,868 shares of the Company’s common stock (the “New Warrants”). The New Warrants will have an exercise price of $3.25 and will be initially exercisable on the date that stockholder approval of the exercise of the New Warrants is obtained. The New Warrants will expire five years from the initial exercise date. The closing of the warrant inducement transaction is expected to occur on or about September 23, 2026, subject to satisfaction of customary closing conditions.
Curvature Securities LLC is acting as the sole placement agent in connection with this warrant inducement transaction.
The New Warrants described above were offered in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and, along with the common stock issuable upon their exercise, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file a registration statement with the SEC covering the resale of common stock issuable upon exercise of the New Warrants.
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 jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
DOCPROPERTY "CUS_DocIDChunk0" 77159747.1
Exhibit 99.1
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 their 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(TM) 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.
DOCPROPERTY "CUS_DocIDChunk0" 77159747.1
Exhibit 99.2
Decoy Therapeutics, Inc. Issues Correction to Warrant Inducement Transaction Press Release
Houston, TX., September 22, 2026 – Decoy Therapeutics, Inc. (NASDAQ: DCOY) (the “Company” or “Decoy”), today issued a correction to its press release dated September 22, 2026 announcing the Company’s warrant inducement transaction.
The original press release incorrectly stated that the new unregistered warrants to purchase up to 2,368,868 shares of the Company’s common stock to be issued in connection with the transaction (the “New Warrants”) would become exercisable upon receipt of stockholder approval.
The New Warrants are not subject to stockholder approval and will become exercisable immediately upon issuance. The New Warrants will expire five years from the date of issuance..
All other information contained in the original press release remains unchanged.
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
Exhibit 99.2
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 their 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(TM) 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.