Decoy Therapeutics files S-1 to register 3.77 million shares from private placement warrants

Decoy Therapeutics Inc., trading on Nasdaq as "DCOY," filed a Form S-1 on July 10, 2026 to register the resale of up to 3,766,500 shares of common stock. The shares consist of 592,217 shares issuable upon exercise of Pre-Funded Warrants, 2,961,085 shares issuable upon exercise of milestone-based Series A, B and C warrants, and 213,198 shares issuable upon exercise of Placement Agent Warrants.¹

The company entered a securities purchase agreement on June 26, 2026 with a single healthcare-focused institutional investor for a private placement that closed June 29, 2026, resulting in approximately $3.5 million in upfront gross proceeds before fees.¹ Curvature Securities, LLC acted as sole placement agent and received warrants to purchase an aggregate of 213,198 shares along with its designee.¹

The Milestone Warrants carry specific triggers. The Series A warrant milestone is tied to filing a clinical trial application in the European Economic Area for a Phase 1 trial; the Series B warrant milestone is UK MHRA approval to conduct a Phase 2a human challenge trial; and the Series C warrant milestone is a public announcement that the Phase 2a human challenge trial met its primary endpoint.¹ If all warrants were exercised for cash, the company would receive aggregate gross proceeds of approximately $19.1 million.¹

The filing discloses financial strain. The company's auditor has raised substantial doubt about its ability to continue as a going concern, and existing cash is expected to fund operations only into late 2026.¹ Decoy also disclosed a history of Nasdaq listing non-compliance and remains subject to a mandatory panel monitor through March 31, 2027.¹

The company was formerly known as Salarius Pharmaceuticals prior to a November 2025 merger with Legacy Decoy Therapeutics, after which it changed its name effective January 8, 2026.