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<p xmlns="http://www.w3.org/1999/xhtml"><span xmlns="http://www.w3.org/1999/xhtml" class="legendSpanClass">HOUSTON</span>, <span xmlns="http://www.w3.org/1999/xhtml" class="legendSpanClass">June 26, 2026</span> /PRNewswire/ -- <b xmlns="http://www.w3.org/1999/xhtml">Decoy Therapeutics, Inc. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/DCOY">DCOY</a>)</b> (the &#34;Company&#34; or &#34;Decoy&#34;), a biotechnology company pioneering Designable Multi-Antivirals (D-MAVs&#x2122;), a new category of antivirals engineered to target shared viral mechanisms conserved across virus families, today announced that it has entered into a securities purchase agreement with a single healthcare focused institutional investor for a private investment in public equity financing (the &#34;PIPE&#34;), which is expected to provide approximately $3.5 million in gross proceeds at closing, before deducting placement agent&#39;s fees and other financing expenses payable by the Company. The Company intends to use the net proceeds to advance its lead asset into clinical trials.</p>
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<p xmlns="http://www.w3.org/1999/xhtml">The PIPE consists of (i) $3.5 million of upfront gross proceeds at a purchase price of $5.91 per share from the sale of common stock (or pre-funded warrants in lieu thereof), (ii) a milestone-based Series A warrant with potential additional aggregate gross proceeds of approximately $3.5 million if fully exercised following both shareholder approval and the date of filing by the Company of a Clinical Trial Application with the applicable competent regulatory authority in the European Economic Area to commence a Phase 1 clinical trial, (iii) a milestone-based Series B warrant with potential additional aggregate gross proceeds of approximately $7.0 million if fully exercised following both shareholder approval and the Company&#39;s receipt of formal written approval from the Medicines and Healthcare products Regulatory Agency to conduct a Phase 2a human challenge trial in the United Kingdom, and (iv) a milestone-based Series C warrant with potential additional aggregate gross proceeds of approximately $7.0 million if fully exercised following both shareholder approval and the Company&#39;s public announcement of data from the Company&#39;s positive Phase 2a human challenge trial conducted in the United Kingdom. The PIPE was priced &#34;at-the-market&#34; under the rules and regulations of The Nasdaq Stock Market LLC, with each warrant having an exercise price equal to the deal price. The securities to be issued in the PIPE will be subject to applicable restrictions on transfer. The terms of the PIPE were determined through negotiations between the Company and the investors, based on the closing share price on the determination date.</p><p xmlns="http://www.w3.org/1999/xhtml">The closing of the offering is expected to occur on or about June 29, 2026, subject to the satisfaction of customary closing conditions.</p><p xmlns="http://www.w3.org/1999/xhtml">Curvature Securities LLC is acting as the sole placement agent in connection with the PIPE.</p><p xmlns="http://www.w3.org/1999/xhtml">The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the &#34;Securities Act&#34;), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of a registration rights agreement entered into with the investor, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the &#34;SEC&#34;) covering the resale of the shares of common stock issued or underlying pre-funded or common warrants issued to the institutional investor no later than 15 calendar days after the closing of the offering and to use commercially reasonable efforts to have the registration statement declared effective within 90 days following the closing of the offering in the event of a &#34;full review&#34; by the SEC.</p><p xmlns="http://www.w3.org/1999/xhtml">This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.</p><p xmlns="http://www.w3.org/1999/xhtml"><b xmlns="http://www.w3.org/1999/xhtml">About Decoy Therapeutics</b></p><p xmlns="http://www.w3.org/1999/xhtml">Decoy Therapeutics is a biotechnology company pioneering Designable Multi-Antivirals (D-MAVs), a new category of antivirals engineered to target shared viral mechanisms, enabling a single, adaptable drug to work across multiple viruses. Built on the proprietary IMP(3)ACT&#x2122; platform, which combines AI-assisted design and rapid synthesis, Decoy develops peptide antivirals designed to move faster into the clinic and expand what is possible in viral prevention and treatment. The Company&#39;s lead candidates target multiple respiratory viruses, addressing the health and societal burden of viral disease.</p><p xmlns="http://www.w3.org/1999/xhtml"><b xmlns="http://www.w3.org/1999/xhtml">Forward-Looking Statements</b></p><p xmlns="http://www.w3.org/1999/xhtml">This press release contains &#34;forward-looking statements&#34; within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Decoy, including expected achievement of milestones for its lead asset and future prospects of Decoy. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Decoy, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as &#34;may,&#34; &#34;will,&#34; &#34;can,&#34; &#34;should,&#34; &#34;would,&#34; &#34;expect,&#34; &#34;anticipate,&#34; &#34;plan,&#34; &#34;likely,&#34; &#34;believe,&#34; &#34;estimate,&#34; &#34;project,&#34; &#34;intend,&#34; and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the Company will not obtain sufficient financing to execute on its business plans and risks related to Decoy&#39;s products and development plans, including unanticipated issues with any IND application process and the potential of the IMP(3)ACT platform. Readers are urged to carefully review and consider the various disclosures made by the Company in its reports filed with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as revised or supplemented by its Quarterly Reports on Form 10-Q and other documents filed with the SEC. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, Decoy&#39;s actual results may vary materially from those expected or projected.</p>



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DCOY

Decoy Therapeutics, Inc. Announces Up to $21 Million Private Placement Financing

Decoy Therapeutics secures up-to-$21M PIPE to push lead asset into trials

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>&lt;p xmlns=&quot;http://www.w3.org/1999/xhtml&quot;&gt;&lt;span xmlns=&quot;http://www.w3.org/1999/xhtml&quot; class=&quot;legendSpan...</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Decoy Therapeutics announced a private placement financing (PIPE) with a single healthcare investor, expected to raise about $3.5 million upfront and up to $21 million total through milestone-based warrants. Proceeds are destined to advance Decoy&#039;s lead asset into clinical trials, leveraging its D-MAVs platform. The deal features milestone-triggered warrants that could dilute existing shareholders if exercised.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Decoy launches PIPE financing totaling up to $21M, with upfront $3.5M at $5.91/ share.</li><li>Warrant structure adds Series A/B/C milestones for additional ~ $17M potential.</li><li>Closing expected around June 29, 2026; Curvature Securities as sole placement agent.</li><li>Proceeds to advance lead asset into clinical trials; milestones hinge on regulatory approvals.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Decoy Therapeutics, Inc. (DCOY)</strong>: PIPE financing; funds to advance lead asset; dilution risk from milestone warrants.</li><li><strong>Curvature Securities LLC (N/A)</strong>: Sole placement agent; no direct market impact.</li></ul>
  </section>

  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments. The article reports a capital-raising transaction with milestone-based instruments, affecting equity and funding runway for Decoy&#039;s clinical program.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>PIPE terms may dilute existing holders if warrants are exercised.</li><li>Milestone warrants could lead to significant future equity issuance.</li><li>Closing timing around June 29, 2026 creates near-term price sensitivity.</li><li>Funding aims to advance lead asset, potentially improving long-term fundamentals if trials succeed.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>$3.5 million upfront gross proceeds at $5.91 per share.</li><li>Series A warrant could add ~ $3.5 million gross if fully exercised.</li><li>Series B warrant could add ~ $7.0 million gross if fully exercised.</li><li>Series C warrant could add ~ $7.0 million gross if fully exercised.</li><li>Total potential gross proceeds up to ~$21 million.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Near-term drift negative on dilution risk; price action may hinge on closing timing and milestone outcomes.</p>
  </section>
</section>


<article>
  <section aria-labelledby="overview-title">
    <h2 id="overview-title">Overview: Decoy Therapeutics Announces Up to $21 Million PIPE Financing (DCOY)</h2>
    <p><strong>Decoy Therapeutics, Inc. (NASDAQ:DCOY)</strong> announced on June 26, 2026, in Houston that it has entered into a securities purchase agreement with a single healthcare-focused institutional investor for a private investment in public equity financing (the PIPE). The PIPE is expected to provide approximately <strong>$3.5 million</strong> in gross proceeds at closing, before deducting placement agent's fees and other financing expenses payable by the Company. The Company intends to use the net proceeds to advance its lead asset into clinical trials.</p>
  </section>

  <section aria-labelledby="pipe-details-title">
    <h2 id="pipe-details-title">PIPE Financing Details and Structure</h2>
    <p>The PIPE consists of (i) <strong>$3.5 million</strong> of upfront gross proceeds at a purchase price of <strong>$5.91 per share</strong> from the sale of common stock (or pre-funded warrants in lieu thereof), (ii) a milestone-based Series A warrant with potential additional aggregate gross proceeds of approximately <strong>$3.5 million</strong> if fully exercised following both shareholder approval and the date of filing by the Company of a Clinical Trial Application with the applicable competent regulatory authority in the European Economic Area to commence a Phase 1 clinical trial, (iii) a milestone-based Series B warrant with potential additional aggregate gross proceeds of approximately <strong>$7.0 million</strong> if fully exercised following both shareholder approval and the Company’s receipt of formal written approval from the Medicines and Healthcare products Regulatory Agency to conduct a Phase 2a human challenge trial in the United Kingdom, and (iv) a milestone-based Series C warrant with potential additional aggregate gross proceeds of approximately <strong>$7.0 million</strong> if fully exercised following both shareholder approval and the Company’s public announcement of data from the Company’s positive Phase 2a human challenge trial conducted in the United Kingdom. The PIPE was priced <em>“at-the-market”</em> under the rules and regulations of The Nasdaq Stock Market LLC, with each warrant having an exercise price equal to the deal price. The securities to be issued in the PIPE will be subject to applicable restrictions on transfer. The terms of the PIPE were determined through negotiations between the Company and the investors, based on the closing share price on the determination date.</p>
    <p>The closing of the offering is expected to occur on or about <strong>June 29, 2026</strong>, subject to the satisfaction of customary closing conditions. Curvature Securities LLC is acting as the sole placement agent in connection with the PIPE.</p>
  </section>

  <section aria-labelledby="regulatory-title">
    <h2 id="regulatory-title">Regulatory and Legal Disclosure</h2>
    <p>The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of a registration rights agreement entered into with the investor, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the shares issued or underlying pre-funded or common warrants issued to the institutional investor no later than 15 calendar days after the closing of the offering and to use commercially reasonable efforts to have the registration statement declared effective within 90 days following the closing of the offering in the event of a “full review” by the SEC.</p>
    <p>This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.</p>
  </section>

  <section aria-labelledby="about-title">
    <h2 id="about-title">About Decoy Therapeutics</h2>
    <p>Decoy Therapeutics is a biotechnology company pioneering <em>Designable Multi-Antivirals (D-MAVs)</em>, a new category of antivirals engineered to target shared viral mechanisms, enabling a single, adaptable drug to work across multiple viruses. Built on the proprietary IMP(3)ACT™ platform, which combines AI-assisted design and rapid synthesis, Decoy develops peptide antivirals designed to move faster into the clinic and expand what is possible in viral prevention and treatment. The Company’s lead candidates target multiple respiratory viruses, addressing the health and societal burden of viral disease.</p>
  </section>

  <section aria-labelledby="forward-looking-title">
    <h2 id="forward-looking-title">Forward-Looking Statements</h2>
    <p>This press release contains forward-looking statements regarding Decoy, including expected achievement of milestones for its lead asset and future prospects of Decoy. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Decoy, as well as assumptions made by, and information currently available to, management. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the statements, including financing needs and development timelines, regulatory approvals, and other factors described in the press release and the Company’s filings.</p>
  </section>

  <section aria-labelledby="facts-title">
    <h3 id="facts-title">Key Facts at a Glance</h3>
    <ul>
      <li><strong>PIPE size</strong>: up to approximately <strong>$21.0 million</strong> in aggregate gross proceeds if all milestones are achieved</li>
      <li><strong>Upfront proceeds</strong>: approximately <strong>$3.5 million</strong> at a purchase price of <strong>$5.91 per share</strong></li>
      <li><strong>Closing date</strong>: expected on or about <strong>June 29, 2026</strong></li>
      <li><strong>Placement agent</strong>: Curvature Securities LLC (sole placement agent)</li>
      <li><strong>Pricing mechanics</strong>: priced at-the-market under Nasdaq rules; each warrant exercise price equals the deal price</li>
    </ul>
  </section>
</article>

Decoy Therapeutics announced a private placement financing (PIPE) with a single healthcare investor, expected to raise about $3.5 million upfront and up to $21 million total through milestone-based warrants. Proceeds are destined to advance Decoy's lead asset into clinical trials, leveraging its D-MAVs platform. The deal features milestone-triggered warrants that could dilute existing shareholders if exercised.

Decoy Therapeutics, Inc. Announces Up to $21 Million Private Placement Financing

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Corporate Developments

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