Common Stock, par value $0.0001 per share
- Symbol
- DCOY
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 3.02, 7.01, 9.01 · 8-K
Decoy Therapeutics Inc.
DCOYNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Regulation FD Disclosure
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 ag…
Company context
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.
Current securities
Registered securities in this filing
DECOY THERAPEUTICS INC. · 8-K · Filed 2026-09-23
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
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 3.02Item 3.02 - Unregistered Sales of Equity
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (3)
Exhibit 4.1 WARRANT TO PURCHASE SHARES OF COMMON STOCK DECOY THERAPEUTICS INC. Warrant Shares: 2,368,868 Initial Exercise Date: September 23, 2026 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Decoy Therapeutics Inc., a Delaware corporation (the “Company”), up to 2,368,868 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Section 1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1. “Affiliate” means any Person that, directly or indirectly through …
Open exhibit ↗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…
Open exhibit ↗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 combi…
Open exhibit ↗