Decoy Therapeutics Inc. 8-K

What Happened

• Decoy Therapeutics Inc. entered into a Securities Purchase Agreement on June 26, 2026 for a private placement with an institutional/accredited investor, with the closing expected on or about June 29, 2026.
• The company agreed to sell 592,217 shares of common stock at $5.91 per share (or, if needed to avoid ownership limits, pre-funded warrants in lieu of shares) plus accompanying milestone-based Series A, B and C warrants exercisable at $5.91 per share. Aggregate gross proceeds at closing are expected to be approximately $3.5 million, before fees and expenses.
• If the Milestone Warrants are later exercised in full for cash after satisfaction of specified clinical milestones and obtaining stockholder approval, the company could receive up to an additional ~ $17.5 million.

Key Details

• Purchase price per share: $5.91. Pre-funded warrant exercise price: $0.0001.
• Shares to be issued at closing: 592,217 (or equivalent pre-funded warrants). Milestone Warrants cover 100%, 200% and 200% of the shares purchased (Series A, B, C respectively).
• Milestone definitions: Series A tied to filing a Clinical Trial Application in the EEA to start Phase 1; Series B tied to MHRA approval to conduct a Phase 2a human challenge trial in the UK; Series C tied to a public announcement that the Phase 2a trial met its primary endpoint. Milestone Warrants expire on the earlier of 90 days after the milestone or June 26, 2031.
• Stockholder approval required: Milestone Warrants are not exercisable (and underlying shares not issuable) until Decoy obtains shareholder approval; the company must hold a special meeting within 90 days after closing to seek that approval.
• Ownership limits: Beneficial ownership limit is 4.99% (or 9.99% if elected). The company also agreed to certain limitations on issuing variable-rate equity for 180 days after the registration effectiveness date.
• Placement agent: Curvature Securities, LLC is the placement agent for a 9% cash fee plus reimbursement of certain expenses; the placement agent will receive a warrant to purchase 6.0% of the shares sold at an exercise price equal to 125% of $5.91.

Why It Matters

• This transaction provides immediate near-term funding (~$3.5M gross) to support general corporate needs, including advancing the company’s lead asset toward clinical trials.
• Future cash inflows are tied to clinical and regulatory milestones and require shareholder approval; full potential funding (~$17.5M) depends on achieving those milestones and on investors exercising warrants for cash.
• Investors should note potential dilution from the shares, pre-funded warrants and a large pool of milestone warrants, plus lock-up agreements for officers/directors and placement-agent compensation and warrants. The timing and availability of the milestone-related shares are contingent on regulatory results and shareholder approval.