Every S-1 that Decoy Therapeutics Inc. (DCOY) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A S-1 covers the registration statement a company files to sell shares publicly, so if you follow DCOY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DCOY filings page.
Decoy Therapeutics Inc. is registering up to 2,368,868 common shares for resale by Armistice Capital Master Fund Ltd., issuable upon exercise of New Warrants. Resales may occur from time to time after the registration statement becomes effective; Decoy is not selling the shares and will receive no proceeds from resales. The warrants have a $3.25-per-share exercise price and a 4.99% beneficial-ownership limit after exercise, adjustable on 61 days’ prior notice subject to the warrants’ maximum. Decoy had 2,385,282 common shares outstanding as of October 6, 2026.
The New Warrants were issued after a purchaser exercised 1,184,434 existing Series B warrants for cash; the transaction closed September 23, 2026, generating approximately $3.85 million in gross proceeds before expenses. Full cash exercise of the New Warrants would yield approximately $7.7 million gross, while cashless exercise is permitted in specified circumstances. Decoy reported approximately $8.0 million in cash, cash equivalents and restricted cash as of September 30, 2026, including $2.5 million restricted for specified Gates Foundation development purposes. Decoy disclosed substantial doubt about its ability to continue as a going concern and expects existing cash to fund operations only into early 2027.
Decoy Therapeutics Inc. filed a Form S-1 to register the resale of up to 3,766,500 shares of common stock issuable upon exercise of previously issued warrants. These include 592,217 shares from Pre-Funded Warrants, 2,961,085 shares from milestone-based Series A, B and C Milestone Warrants, and 213,198 shares from Placement Agent Warrants, all issued in a June 2026 private placement that raised approximately $3.5 million in gross proceeds.
The company is not selling shares in this registration and will receive no proceeds from stockholder resales, but could receive up to about $19.1 million if all warrants are exercised for cash. Shares outstanding were 531,968 as of June 9, 2026, and could rise to 4,298,468 if all registered warrants are exercised, excluding separate preferred stock, options and other warrants. Decoy is a pre-clinical biotechnology company using its IMP3ACT platform for peptide conjugate therapeutics and has incurred recurring losses, with its auditor and management citing substantial doubt about its ability to continue as a going concern and cash expected to fund operations only into late 2026. The company also highlights prior Nasdaq listing compliance issues and the risk of potential delisting if it again fails continued listing requirements.
Decoy Therapeutics Inc. is registering up to 808,000 shares of common stock for resale by C/M Capital Master Fund, LP under a committed equity financing facility. These shares include up to 800,000 purchase shares and 8,000 commitment shares tied to a $10,000,000 equity line, of which about $5,000,000 remains available.
Decoy is a pre-clinical biotech using its IMP3ACT platform, which combines AI, machine learning and high-speed synthesis to develop peptide conjugate therapeutics, initially in infectious disease and oncology. As of June 9, 2026, it had 531,968 common shares outstanding; if all registered shares are issued and held, they would represent about 60% of post-issuance shares, creating substantial dilution.
The company’s auditors and management have concluded there is substantial doubt about its ability to continue as a going concern, with existing cash expected to fund operations only into late 2026. Even full use of the remaining $5,000,000 under the equity line would not fully fund operations. Under the merger agreement, 50% of net proceeds from equity line sales must redeem Series B preferred stock until fully redeemed, limiting cash available for the business. Decoy has recently resolved a Nasdaq minimum bid price deficiency via a 2026 reverse stock split but remains subject to Nasdaq equity requirements and a Mandatory Panel Monitor through March 31, 2027.