Decoy Therapeutics (NASDAQ: DCOY) lines up $21M milestone-based PIPE funding
Rhea-AI Filing Summary
Decoy Therapeutics entered a PIPE financing with a single healthcare-focused institutional investor, raising approximately $3.5 million in upfront gross proceeds through a private sale of common stock at $5.91 per share or pre-funded warrants. The investor also receives milestone-based Series A, B and C warrants that, if fully exercised for cash after stockholder approval and specified clinical milestones, could add up to roughly $17.5 million, bringing the total potential proceeds to about $21 million. Proceeds are earmarked mainly to move Decoy’s lead multi-viral antiviral asset into clinical trials. The deal includes pre-funded warrants with a de minimis exercise price, milestone warrants tied to Phase 1 and Phase 2a trial progress, registration rights for resale, 90‑day lock-ups for executives and directors, and a 9.0% cash fee plus a warrant for the placement agent.
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Insights
Decoy raises PIPE cash now with sizable, milestone-tied warrant overhang.
Decoy Therapeutics arranged a private placement to secure immediate $3.5 million in gross proceeds at $5.91 per share, with pre-funded warrants available to manage ownership limits. This provides near-term funding to advance its lead multi-viral antiviral program toward clinical trials.
The structure layers milestone-based Series A, B and C warrants that could deliver up to an additional $17.5 million if key European Phase 1 and UK Phase 2a trial milestones and stockholder approval are achieved. These warrants are subject to 4.99%–9.99% beneficial ownership caps and expire by June 26, 2031.
The deal includes registration rights with liquidated damages of 1.5% of each holder’s subscription amount per month, capped at 10.5%, if resale registration timing targets are missed. A 9.0% placement fee and a 6.0% share-equivalent placement agent warrant add cost and incremental dilution, making future clinical execution central to how this financing is ultimately viewed.
8-K Event Classification
Key Figures
Key Terms
Private Placement financial
Pre-Funded Warrants financial
Milestone Warrants financial
Registration Rights Agreement regulatory
Beneficial Ownership Limitation financial
Variable Rate Transaction financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Decoy Therapeutics (DCOY) announce in this 8-K?
How much capital could Decoy Therapeutics raise from this PIPE financing?
What securities are issued in Decoy Therapeutics’ PIPE transaction?
How will Decoy Therapeutics use the proceeds from this private placement?
What conditions govern exercise of Decoy’s new milestone-based warrants?
What registration rights did Decoy Therapeutics grant the PIPE investor?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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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.
Securities Purchase Agreement
On June 26, 2026, Decoy Therapeutics Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional and accredited investor (the “Purchaser”) for a private placement of the Company’s securities (the “Private Placement”). The closing of the Private Placement is expected to occur on or about June 29, 2026 (the “Closing” and such date, the “Closing Date”), subject to the satisfaction of customary closing conditions.
Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to the Purchaser, at a purchase price of $5.91 per share (the “Per Share Purchase Price”), (i) an aggregate of 592,217 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), or, at the election of the Purchaser whose purchase would otherwise cause it to exceed the Beneficial Ownership Limitation (as defined below), pre-funded warrants in lieu thereof (the “Pre-Funded Warrants”), and (ii) accompanying milestone-based Series A common warrants (the “Series A Warrants”), Series B common warrants (the “Series B Warrants”) and Series C common warrants (the “Series C Warrants” and, together with the Series A Warrants and the Series B Warrants, the “Milestone Warrants”). The purchase price of each Pre-Funded Warrant equals the Per Share Purchase Price minus $0.0001. The Purchaser will receive Series A Warrants, Series B Warrants and Series C Warrants to purchase up to a number of shares of Common Stock equal to 100%, 200% and 200%, respectively, of the number of Shares (and shares underlying any Pre-Funded Warrants) purchased by the Purchaser, in each case at an exercise price of $5.91 per share, subject to adjustment.
The aggregate gross proceeds to the Company from the Private Placement are expected to be approximately $3.5 million, before deducting placement agent fees and other offering expenses payable by the Company and excluding the proceeds, if any, from the future exercise of the Milestone Warrants. If the Milestone Warrants are exercised in full for cash following satisfaction of the applicable milestones and receipt of Stockholder Approval (as defined below), the Company would receive up to approximately $17.5 million in additional gross proceeds. The Company intends to use the net proceeds from the Private Placement for general corporate purposes, including to advance its lead asset into clinical trials.
The Securities Purchase Agreement contains customary representations, warranties, covenants, conditions to closing and indemnification obligations of the Company and the Purchaser. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
Under the Securities Purchase Agreement, the Milestone Warrants are not exercisable, and the shares of Common Stock issuable upon exercise thereof are not issuable, until the Company obtains approval of its stockholders for the exercise of the Milestone Warrants and the issuance of the underlying shares of Common Stock as required under the applicable rules and regulations of The Nasdaq Stock Market LLC (“Stockholder Approval” and the date on which Stockholder Approval is obtained, the “Stockholder Approval Date”). The Company has agreed to hold a special meeting of stockholders no later than 90 days after the Closing Date to seek Stockholder Approval and, if Stockholder Approval is not then obtained, to seek such approval at least every 90 days thereafter until the earlier of the date Stockholder Approval is obtained and the date on which the Milestone Warrants are no longer outstanding.
The “Beneficial Ownership Limitation” under the Securities Purchase Agreement is 4.99% (or, at the election of a Purchaser at the Closing, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the securities on the Closing Date. In addition, subject to certain exceptions, the Company agreed that from the date of the Securities Purchase Agreement until 180 days after the Effectiveness Date (as defined below), the Company will not effect or enter into an agreement to effect any issuance of Common Stock or Common Stock Equivalents (as defined in the Securities Purchase Agreement) involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement), subject to certain exceptions, including issuances under the Company’s existing equity line of credit and, from and after the Effectiveness Date, an “at-the-market” offering facility with the Placement Agent (as defined below).
Pre-Funded Warrants
Each Pre-Funded Warrant has an exercise price of $0.0001 per share, is exercisable at any time on or after its date of issuance and will not expire until exercised in full. A holder of Pre-Funded Warrants may not exercise any portion of its Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder (together with its affiliates and certain related parties) would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, which percentage may be adjusted at the holder’s election (but not in excess of 9.99%) upon 61 days’ prior notice to the Company. The exercise price and the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are subject to adjustment in the event of certain stock dividends, stock splits, stock combinations, reclassifications and similar events affecting the Common Stock.
Series A, Series B and Series C Milestone Warrants
Each of the Series A Warrants, Series B Warrants and Series C Warrants has an exercise price of $5.91 per share, subject to adjustment. Each Milestone Warrant will expire on the earlier of (i) the 90th day following the date of the applicable Milestone Event (as defined
below) and (ii) June 26, 2031. Notwithstanding the foregoing, the Milestone Warrants are not exercisable, and the shares of Common Stock issuable upon exercise thereof are not issuable, prior to the Stockholder Approval Date. A holder of Milestone Warrants may not exercise any portion of its Milestone Warrants to the extent that, after giving effect to such exercise, the holder (together with its affiliates and certain related parties) would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder of Milestone Warrants may also elect to receive Pre-Funded Warrants in lieu of shares of Common Stock upon exercise.
With respect to the Series A Warrants, the “Milestone Event” means the later of (a) the date of the 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 and (b) the Stockholder Approval Date.
With respect to the Series B Warrants, the “Milestone Event” means the later of (a) the date on which the Company provides notice to the holder of 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 (b) the Stockholder Approval Date.
With respect to the Series C Warrants, the “Milestone Event” means the later of (a) the Company’s public announcement that the Phase 2a human challenge trial conducted in the United Kingdom met its primary endpoint and (b) the Stockholder Approval Date.
Registration Rights Agreement
In connection with the Securities Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchaser, pursuant to which the Company agreed to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Milestone Warrants (the “Registrable Securities”). The Company is required to file the initial registration statement covering the Registrable Securities as soon as practicable, and in any event no later than the 15th calendar day following the date of the Registration Rights Agreement, and to use commercially reasonable efforts to have such registration statement declared effective as promptly as practicable thereafter, but in any event no later than the 45th calendar day following the date of the Registration Rights Agreement (or the 60th calendar day in the event of a “limited review” by the SEC, or the 90th calendar day in the event of a “full review” by the SEC) (such applicable date, the “Effectiveness Date”).
The Registration Rights Agreement provides that, upon the occurrence of certain events described therein, the Company will be obligated to pay to each holder, as partial liquidated damages and not as a penalty, an amount in cash equal to 1.5% of the aggregate subscription amount paid by such holder on the applicable event date and on each monthly anniversary thereof until the applicable event is cured, subject to a maximum aggregate amount of 10.5% of such holder’s aggregate subscription amount and excluding, for purposes of such calculation, any amount attributable to shares underlying Milestone Warrants for which the applicable Milestone Event or Stockholder Approval has not then occurred.
Lock-Up Agreements
In connection with the Private Placement, each of the Company’s executive officers and directors entered into a lock-up agreement in favor of the Placement Agent (each, a “Lock-Up Agreement”), pursuant to which each such person agreed, subject to certain limited exceptions, not to, without the prior written consent of the Placement Agent, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of, or enter into certain hedging transactions with respect to, any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose an intention to do any of the foregoing, for a period of 90 days following the Closing Date.
Placement Agency Agreement
On June 26, 2026, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Curvature Securities, LLC, as placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s sole placement agent on a “reasonable best efforts” basis, in connection with the Private Placement. As compensation for its services, the Company agreed to pay the Placement Agent a cash fee equal to 9.0% of the aggregate gross proceeds received by the Company from the sale of the securities in the Private Placement (a portion of which may be allocated to other registered broker-dealers) and to reimburse the Placement Agent for certain of its accountable expenses (including legal fees) up to $75,000 and non-accountable expenses up to $25,000. The Company also agreed to issue to the Placement Agent or its designees a warrant (the “Placement Agent Warrant”) to purchase a number of shares of Common Stock equal to 6.0% of the aggregate number of Shares (and shares underlying Pre-Funded Warrants) sold in the Private Placement, at an exercise price equal to 125% of the Per Share Purchase Price. The Placement Agent Warrant will be exercisable six months following the issuance date and will expire five years after the commencement of sales in the Private Placement.
The foregoing descriptions of the Securities Purchase Agreement, the Pre-Funded Warrants, the Series A Warrants, the Series B Warrants, the Series C Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Placement Agency Agreement and the Placement Agent Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of such
agreements or forms of agreements, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 10.1, 10.2, 10.3 and 10.4, 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 by reference into this Item 3.02. The Shares, the Pre-Funded Warrants, the Milestone Warrants and the Placement Agent Warrant, and the shares of Common Stock issuable upon exercise thereof, are being offered and sold, or will be issued, without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506(b) of Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state securities laws. Each Purchaser represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D and that it is acquiring the securities for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. The securities have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
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 these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 7.01. Regulation FD Disclosure.
On June 26, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected closing of the Private Placement, the anticipated gross proceeds therefrom and the potential additional proceeds from the exercise of the Milestone Warrants, the anticipated use of proceeds, the timing of the filing and effectiveness of the resale registration statement, the Company’s ability to obtain Stockholder Approval, and the Company’s development plans and milestones. These statements are based on current beliefs and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that the closing conditions to the Private Placement are not satisfied, that the Company does not obtain Stockholder Approval, that the applicable milestones are not achieved, and the other risks and uncertainties described in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statements except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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4.1 |
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Form of Pre-Funded Warrant |
4.2 |
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Form of Series A Common Warrant |
4.3 |
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Form of Series B Common Warrant |
4.4 |
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Form of Series C Common Warrant |
4.5 |
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Form of Placement Agent Warrant |
10.1 |
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Securities Purchase Agreement, dated June 26, 2026, by and between the Company and the Purchaser |
10.2 |
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Registration Rights Agreement, dated June 26, 2026, by and between the Company and the Purchaser |
10.3 |
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Form of Lock-Up Agreement |
10.4 |
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Placement Agency Agreement, dated June 26 2026, by and between the Company and Curvature Securities, LLC |
99.1 |
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Press Release, dated June 26, 2026 |
99.2 |
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Investor Presentation |
104 |
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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: June 29, 2026 |
By: |
/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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Decoy Therapeutics, Inc. Announces Up to $21 Million Private Placement Financing
Houston, TX, June 26, 2026 – Decoy Therapeutics, Inc. (NASDAQ: DCOY) (the “Company” or “Decoy”), a biotechnology company pioneering Designable Multi-Antivirals (D-MAVsTM), 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
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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)ACTTM 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
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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.
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Exhibit 99.2
NASDAQ: DCOY decoytx.com DECOY therapeutics One drug. Many viruses. Many people June 2026 Corporate Presentation
Forward-Looking Statements This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Decoy Therapeutics Inc. ("Decoy" or the "Company"), including statements regarding the expected achievement of milestones for its lead assets and the future prospects of the Company. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on the current beliefs of the Company's management, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally 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 inherently uncertain and are subject to significant known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control. They are based on the Company's current beliefs and on assumptions that may not prove to be accurate, and they are not guarantees of future performance. These statements should not be relied upon as predictions of future events or performance, and there can be no assurance that any forward-looking statement will be achieved or that the underlying events or results will occur. Actual results, performance or achievements could differ materially from those expressed or implied by any forward-looking statement as a result of various factors, including, without limitation, risks and uncertainties relating to the Company's business, financial condition and capital requirements, including its need for and ability to obtain additional financing; its research, development, preclinical and clinical programs, including its product candidates and the IMP3ACT platform; regulatory processes and approvals; competition; its intellectual property; its ability to maintain the listing of its securities on Nasdaq; and the other risks and uncertainties described under "Risk Factors" in the Company’s Annual Report on Form 10 K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026, as amended by its Form 10 K/A, filed with the SEC on April 30, 2026, and as updated or supplemented by its subsequent Quarterly Reports on Form 10 Q, including the Form 10 Q filed on May 8, 2026 and other filings with the SEC. Readers are urged to carefully review and consider the various disclosures made by the Company in its reports filed with the SEC, including its filings with the SEC. The forward-looking statements in this presentation speak only as of the date of this presentation, and, except as required by law, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. DECOY THERAPEUTICS
I NVESTMENT HIGHLIGHTS One drug. Many viruses. Many people. A revolutionary multi-viral platform built on Designable Multi Antivirals (D-MAV ) — enabled by proprietary rapid synthesis and ML/AI. 2 in 2 Two clinical programs in 24 months 250+ Human-infecting viruses One conserved target; current programs designed to address up to 70%+ of annual virus positive respiratory viral infections. $6.5M Non-dilutive funding1 Funding from leading global health, technology and government organizations. $5.7B $5.7B Paxlovid 2024 annual sales Large, persistent antiviral market; mutation & resistance drive demand for differentiated solutions. $9.2B Cidara acquisition Big pharma is buying multi-viral antiviral platforms. DECOY THERAPEUTICS 1 gates Foundation Nvidia. INCEPTION PROGRAM Logo 3
THE D-MAV PLATFORM · VIRAL FUSION INHIBITION A single conserved target transforms antiviral discovery, development & use Viral Fusion Inhibition THE TARGET HOW IT WORKS Viral membrane Human cell membrane D-MAV's target is structurally conserved across 250+ human-infecting viruses and is essential to the first step in viral infection. ENABLES One Drug – Multi Virus ONE DRUG MULTIPLE VIRUSES WHAT IT UNLOCKS 1 Broadly conserved target MOA 2 Higher barrier to viral escape 3 Designable and adaptable 4 Scalable across viral families and the world DECOY THERAPEUTICS 4
MULTI-ANTIVIRAL BUSINESS MODEL Formulation as pipeline: Multiple products from one multi-viral API1 Leverage shared supply chain and safety record with multiple formulations designed to the medical need Upper Respiratory Tract Deep Lung Systemic & Lymphatic 1 1Active Pharmaceutical Ingredient Effective against multiple viruses Single supply chain and safety profile Multiple Drug Products Tailored to indication biology by formulation, device & delivery route to prevent off-label use DECOY THERAPEUTICS 5
THE IMP³ACTTM ENGINE D-MAVs are designed at unprecedented speed Our AI/ML design-build-test-learn loop generates lead candidates in weeks to months — implemented on Google Cloud. L E V Q N I A K L E V Q L E V Q N I A K L E V Q GENERATION 0 Dimeric ‘wild-type’ fusion inhibitor DESIGN·BUILD· TEST·LEARN AI/ML structure modeling ‘Single Shot’ synthesis Rapid antiviral testing Fewer than 100 D-MAVs from start to lead GENERATION 5 Monomeric optimized fusion inhibitor L ѱ V Q N I A K L ѱ V Q IMPROVEMENTS ✓ Simplified chemical structure ✓ Optimized for enzymatic resistance ✓ Enhanced linker chemistry for greater stability RESULTS Low-nanomolar antiviral activity No protease breakdown @ 24h in plasma predicts improved in vivo half life 2× aqueous solubility Improved manufacturability at scale DECOY THERAPEUTICS 6
D-MAV PIPELINE Targeting up to 70% of serious respiratory viral infections Program Indication Discovery Preclinical Phase 1 Phase 2 Key Highlights DCOY-CoV Broad-Acting Fusion Inhibitor Pan-coronavirus protection for high-risk & immunocompromised - Gates Foundation funding development to IND - Phase 1 study 2H 2027 DCOY-TRI Broad-Acting Fusion Inhibitor Pan-flu; Pan-coronavirus; Pan-RSV family; Related viruses - Multi-family activity achieved Q1 2026 Stealth Programs Global Health Challenges AI/ML-assisted design catalyzes lead discovery feeding defined, efficient clinical path DECOY THERAPEUTICS 7
LEAD PROGRAM · DCOY-CoV Pan-coronavirus D-MAV Lead targeting high-risk patients Advancing toward a Phase 1 study expected to commence 2027 U.S. ANNUAL BURDEN ~290K-450K Hospital Admissions ~34K-53K Deaths MARKET VALIDATION $5.7B Paxlovid sales 2024 CORE MARKET 20M Immune compromised US + EU 01 Designed for high-risk patients Immunocompromised population with limited options for coronavirus prevention and treatment 02 Broad coverage, durable activity In vitro activity against all tested human coronaviruses; in vivo efficacy supporting both prevention and treatment 03 Self-administered, inhaled antiviral Nasal delivery to the seat of infections for both prophylactic and early post-infection 04 Flexible, differentiated product profile Highly differentiated product attributes that meet 04 medical needs across the disease cycle DECOY THERAPEUTICS 8
LEAD PROGRAM · DCOY-CoV Pan-coronavirus activity from a single D-MAV DCOY-CoV Pan-Coronavirus Activity Heat Map IC50 in antiviral assays — 1st generation vs. optimized Lead Candidates IC50 Key < 5 nM 5- 50 nM 50-100 nM 100-500 nM 500-1000 nM More active Less active Candidate SARS-CoV-2 1st Gen Lead Candidates 101 G5-1 G5-2 G5-3 G5-4 WT JN.1 KP.3 Other MERS OC43 TBD TBD TBD TBD Picomolar level activity Very Robust Results Nanomolar activity-All known human coronaviruses tested-Multiple candidates-Multiple CROs, assay types, and manufacturing lots Same target sequence and structure found in non-human coronaviruses DECOY THERAPEUTICS 9
LEAD PROGRAM · DCOY-COV Highly effective in vivo, pre- and post-viral exposure Once daily intra-nasal (IN) dosing prevents and treats SARS-CoV-2 infections in nose & lungs for up to 36 hours post exposure PRE-EXPOSURE PROPHYLAXIS (PREP) Body weight change (%) daily dosing from 2 days pre-exposure Body Weight Change (%) 2 0 -2 -4 -6 0 1 2 3 4 5 6 7 All treated groups statistically significant vs. control Treated Control Study day Daily nasal administration Treated animals: no symptoms. Controls lost 4–6% body weight POST-EXPOSURE PROPHYLAXIS (PEP) Lung viral load (log10 copies/mg) · dosing after exposure Lung Viral Load (Log10 Copies/mg) 102 103 104 105106 107 G1 Control G2-PrEP G3-PEP+2 G4-PEP+12 G5-PEP+24 G5-PEP+36 Significant log reduction 36h post-challenge MOUSE PK Nasal cavity Lung Plasma AUClast 58.2 297.4 1.6 t½ (hr) 21 7 4.5 Complete protection Daily intranasal dosing gave complete protection vs. infection by Day 2. Continuous antiviral shield ~24h half-life → steady-state accumulation with trough Cmin >> antiviral IC50. Potential for less frequent dosing Protease-protected leads likely have greater half-life — potential once-daily protection. DECOY THERAPEUTICS 10
LEAD PROGRAM · DCOY-CoV An evolving COVID market EMERGING MARKET STRUCTURE MPro inhibitors (Paxlovid) $5.7B1 Established, effective standard of care (SOC) for non-drug/drug interaction (DDI) patients; next-gen entrants moving into high risk/DDI patients and Pre-Exposure Prophylaxis (PEP) KEY ENTRANTS Paxlovid(PFE) Global Marketed Xocova(Shionogi) US, Japan Marketed Ibuzatrelvir(PFE) Phase 3 Ratutrelvir(TRAW) ) Phase 2 Prophylactic mAb $1.5B2 Vaccine-comparable 3–6 months Pre-Exposure Prophylaxis (PrEP), positioned as a vaccine substitute for both IC and healthy patients. KEY ENTRANT VYD2231(IVVD) Phase 3 FDA Fast Track 1 Paxlovid Sales 2024 2 Equity analyst peak forecast sales, available on request. DECOY THERAPEUTICS 11
LEAD PROGRAM · DCOY-CoV DCOY-CoV’s profile is highly differentiated, including pan-coronavirus activity In vitro activity against multiple viral families COMPETITIVE DIFFERENTIATION Prophylactic mAb Treatment MPro DCOY-CoV Target point of infection ✕ ✕ ✓ First step of infection ✓ ✕ ✓ Extended activity ✓ ✕ ✓ Limited systemic exposure ✕ ✕ ✓ Self-admin ✕ ✓ ✓ Shelf stable ✕ ✓ ✓ Pan-Coronavirus ✕ ? ✓ PrEP / PEP / Treatment potential ✕ ✕ ✓ Host transmission control potential ✕ ✕ ? Potential to address multiple novel severe viral threats ✕ ✕ ✓ ✓ Advantage ✕ No ? Unknown / TBD DECOY THERAPEUTICS 12
SECOND PROGRAM · DCOY-TRI A single D-MAV targeting multiple respiratory viral families Pan-Flu + Pan-Coronavirus + Pan-Paramyxovirus: majority of severe virally-driven lower respiratory tract infections U.S. ANNUAL BURDEN ~1.59M Combined Annual Hospitalizations (Flu + Covid +RSV)1 ~138.5K Deaths1 SCOPE OF DISEASE 55-70%of of virus-positive adult respiratory infections2 01 Majority of severe respiratory disease Targets pan-flu, pan-coronavirus, and pan-RSV which together account for the majority of virally-driven lower respiratory tract infections 02 Targets shared fusion-inhibition mechanism conserved across structurally similar viral entry machinery 03 Self-administered, inhaled antiviral Nasal or pulmonary delivery enables localized respiratory protection 04 Recurring annual healthcare burden with limited broadly effective antiviral options 1.https://www.cdc.gov/respnet/dashboard/index.html#:~:text=It%20is%20estimated%20that%20these,counties%20or%20county%20equivalents%20in%3A 2. Jain, S., et al. (CDC Centers for Disease Control and Prevention Etiology of Pneumonia in the Community Study Group). (2015). Community-Acquired Pneumonia Requiring Hospitalization among U.S. Adults. New England Journal of Medicine, 373(5), 415-427 DECOY THERAPEUTICS 13
SECOND PROGRAM DCOY-TRI In vitro results show broad activity across respiratory virus families Targeting conserved viral fusion is highly effective across Class I fusion respiratory viruses. Breadth conserved across multiple D-MAVs. CORONAVIRUS SARS-CoV-2 SARS MERS OC43 (seasonal) NL63 (seasonal) 229E (seasonal) PARAMYXOVIRUS RSV A/B hMPV hPIV3 Nipah Measle INFLUENZA H5N1 (avian, pandemic potential) H3N2 (seasonal) Influenza B Influenza C PROOF OF CONCEPT A lead DCOY-COV candidate already has nanomolar corona and influenza activity Candidate G5-1 · IC50 in pseudotype assay SARS-CoV-2 WT (D614G) JN.1 KP.3 MERS OC43 Influenza H5N1 IC50 5–50 nM 50–100 nM 100–500 nM 500–1000 nM Sub-µM activity achieved with multiple D-MAVs (no single molecule yet covers all) THE TASK AHEAD From many D-MAVs to one broadly active D-MAV D-MAV coronavirus D-MAV paramyxovirus D-MAV influenza 1 DCOY-TRI single, broadly active D-MAV 3 distinct design strategies in progress DECOY THERAPEUTICS 14
DEVELOPMENT PATH 2 Programs in the clinic in 24 months — human POC via Challenge Model Human challenge studies significantly de-risk the path market approval Traditional path 3–5 yrs to POC Decoy challenge path Human POC ~2 yrs of FIH Speed to data Human POC at ~ 2yrs from FIH Lower capital Fast, localized challenge models High success rates ID > other TAs, Ph1→approval Q2–Q3 2026 Q4 2026 2027 H1 2027 H2 2028 / 29 DCOY-CoV Lead · Pan coronavirus Lead selection In vivo efficacy · PK/Tox IND / CTA filing Initiate FIH Phase 1 Base case: Mid-2029 Challenge Study POC DCOY-TRI 2nd Flu + CoV + Paramyxo ✓ Multi-family activity Additional cross-family data Multiple lead ops ID’d Lead op in progress IND/CTA filing (2028) Major value-inflection milestones · Both programs to clinical readiness within 24 months, powered by the IMP³ACT platform DECOY THERAPEUTICS 15
Proven Development Expertise with Multiple Drugs Approved Across Therapeutic Areas JAVELIN LEHMAN BROTHERS Rick Pierce, CEO Investment Banking, Serial Biotech Entrepreneur ADVAXIS IMMUNOTHERAPIES TMActive Care Mark Rosenblum CFO ActiveCare, Advaxis, Haskin & Sells (Deloitte) MILLENIUM CHIRON BAYER BAYER Takeda Barb Hibner, PhD CSO Bayer, Chiron, Takeda Alkermes ACORDA THERAPEUTICS Michael Lipp, PhD CTO Alkermes, Acorda, Nocion MERCK VERTEX Takeda Peter Marschel, MS MBA CBO Merck, Vertex, Takeda Brad Pentelute, PhD SAB Chair, Tech Advisor Prof of Chemistry, MIT Bob Langer, Sc.D SAB Member David H. Koch Institute Professor DECOY THERAPEUTICS 16
Why Now? 2 in 2 Two clinical programs in 2 years. Human POC in 24 months from FIH. THE DECOY DIFFERENCE A designed multi-antiviral platform with two programs running in parallel to human proof of concept. Speed without shortcuts. Capital allocated to the molecules most likely to work. $9.2B Cidara / Merck Category Validated Major pharma is buying multi-viral antiviral platforms. $5.7B Paxlovid 2024 annual sales Market Proven Demand for next-generation anti virals is established and persistent. $6.5M non-dilutive Independently Funded Gates Foundation, BARDA, NVIDIA, and CARE backing the work. IMP³ACT platform Engine Built Designability, single-shot synthesis, and manufacturing path in place. One drug. Many viruses. Many people. DECOY THERAPEUTICS 17
NASDAQ: DCOY decoytx.com DECOY therapeutics One drug. Many viruses. Many people Thank You!