Decoy Therapeutics files S-1 to register 2.37 million resale shares tied to warrant inducement
The shares back warrants issued to Armistice Capital after a September 22 inducement exercise, with the placement closing September 23 and the company flagging going-concern doubt.
Decoy Therapeutics Inc., formerly Salarius Pharmaceuticals, filed a Form S-1 on October 7, 2026 to register the resale of up to 2,368,868 shares of common stock. The shares are issuable upon exercise of common stock purchase warrants called the New Warrants.1
The company issued the New Warrants to an investor as consideration for that investor's exercise of Series B milestone-based common stock purchase warrants originally issued on June 29, 2026, under a warrant inducement offer letter.1 The Inducement Letter was dated September 22, 2026, with a single healthcare-focused institutional and accredited investor agreeing to exercise for cash, in full, the Existing Series B Warrants covering 1,184,434 shares.1 Under that letter the exercise price of those warrants was cut from $5.91 to $3.25 per share, and the Existing Series B Warrants were exercised in full on September 22, 2026, with the transaction closing on September 23, 2026 for gross proceeds of about $3.85 million before expenses.1
The New Warrants, issued September 23, 2026, cover up to 2,368,868 shares, equal to 200% of the shares underlying the exercised Series B warrants.1 Each New Warrant carries a $3.25 exercise price, is immediately exercisable, and expires on its fifth anniversary.1 If fully exercised for cash, the company said it would receive roughly $7.7 million in gross proceeds.1
The selling stockholder is Armistice Capital Master Fund Ltd. Decoy's stock traded at $1.55 on Nasdaq under "DCOY" on October 6, 2026, with 2,385,282 shares outstanding.1 Cash, equivalents and restricted cash totaled about $8.0 million as of September 30, 2026, with $2.5 million restricted under a Gates Foundation grant.1 The company said existing cash is expected to fund operations only into early 2027.1
Fact check notes
- Imprecise
The shares back warrants issued to Armistice Capital after the September 22 inducement exercise.
The prospectus never explicitly names Armistice Capital as the 'Purchaser' in the Private Placement section; the identity is inferred (strongly, via matching 2,368,868 share figures) rather than stated directly. - Checker's noteThe entry attributes the New Warrants/inducement exercise directly to 'Armistice Capital' without noting that the prospectus itself never explicitly names the Purchaser as Armistice Capital Master Fund Ltd.; this is a reasonable but unstated inference from matching share figures in the Selling Stockholder table.
Written by readthrough’s AI from the linked primary sources and fact-checked against them automatically before publishing. Where the check questioned a sentence, its note is shown above. Not investment advice.