Decoy Therapeutics announces private placement financing of up to $21 million

Decoy Therapeutics, Inc. (NASDAQ: DCOY) said on June 26, 2026 that it had signed a securities purchase agreement with a single healthcare-focused institutional investor for a private placement expected to generate about $3.5 million in gross proceeds at closing, before fees and expenses.¹ The company said it plans to use the net proceeds to move its lead asset into clinical trials.¹

The deal is structured with several components. It includes $3.5 million in upfront proceeds from stock sales at $5.91 per share (or pre-funded warrants), plus three milestone-based warrant tranches: a Series A warrant worth up to about $3.5 million tied to filing a Clinical Trial Application in the European Economic Area for a Phase 1 trial, a Series B warrant worth up to about $7.0 million tied to receiving approval from the UK's Medicines and Healthcare products Regulatory Agency to run a Phase 2a human challenge trial, and a Series C warrant worth up to about $7.0 million tied to announcing positive data from that UK Phase 2a trial.¹

Each warrant carries an exercise price matching the deal price, and the whole financing was priced "at-the-market" under Nasdaq rules.¹ If fully exercised, the milestone warrants could bring in up to about $17.5 million in additional gross proceeds, once shareholders approve and the relevant milestones are met.¹

Closing is expected around June 29, 2026, subject to customary conditions.¹ Curvature Securities LLC is serving as sole placement agent.¹ The company also agreed to registration and lock-up terms, and Decoy committed to holding a special shareholder meeting within 90 days of closing to seek approval for the milestone warrants, repeating the request every 90 days if not initially approved.¹