Decoy Therapeutics Raises $3.85 Million via Warrant Inducement with Existing Holder

Decoy Therapeutics Inc. (NASDAQ: DCOY) entered into a warrant inducement agreement on September 22, 2026, with an existing institutional investor to facilitate the immediate exercise of outstanding warrants. The agreement, executed with a holder of the Company's Series A, Series B, and Series C milestone-based common warrants issued on June 29, 2026, required the Holder to exercise the Series B Milestone Warrants in full.

Under the terms of the transaction, the exercise price for the Existing Warrants was reduced from $5.91 per share to $3.25 per share. This price reduction also applied to the Company's outstanding Series A and Series C Milestone Warrants, while other terms for those warrants remained unchanged. The Existing Warrants covered an aggregate of 1,184,434 shares of common stock.

The exercise of these warrants resulted in gross proceeds of approximately $3.85 million for Decoy Therapeutics, before deducting placement agent fees and other transaction expenses. The transaction closed on September 23, 2026. The Company intends to use the net proceeds for working capital and other general corporate purposes.

In consideration for the immediate exercise, the Company issued new unregistered warrants in a private placement to the Holder. These New Warrants allow the purchase of up to 2,368,868 shares of common stock, representing 200% of the shares underlying the exercised Existing Warrants. The New Warrants have an exercise price of $3.25 per share and will expire on the fifth anniversary of their issuance date. They are exercisable immediately upon issuance and include customary anti-dilution adjustments, cashless exercise provisions, and a beneficial ownership limitation of 9.99%.

Curvature Securities LLC served as the sole placement agent for the transaction. The issuance of the New Warrants and the shares of common stock issuable upon their exercise were conducted pursuant to Section 4(a)(2) of the Securities Act of 1933 and were offered only to accredited investors. 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 agreement.