Decoy Therapeutics, Inc. (NASDAQ: DCOY) has entered into a securities purchase agreement with a single healthcare-focused institutional investor for a private investment in public equity financing that could provide up to $21 million in gross proceeds, according to a press release.

The deal includes $3.5 million in upfront gross proceeds at a purchase price of $5.91 per share, with the offering expected to close on or about June 29, 2026. The company said it intends to use the net proceeds to advance its lead asset into clinical trials.

The remaining potential proceeds are structured around three milestone-based warrants. A Series A warrant could provide approximately $3.5 million if exercised following shareholder approval and the filing of a Clinical Trial Application in the European Economic Area for a Phase 1 trial. A Series B warrant could yield approximately $7 million upon shareholder approval and receipt of written approval from the UK's Medicines and Healthcare products Regulatory Agency to conduct a Phase 2a human challenge trial. A Series C warrant could provide an additional $7 million following shareholder approval and a public announcement of positive data from that Phase 2a trial.

Each warrant carries an exercise price equal to the deal price. The offering was priced at-the-market under Nasdaq rules. Curvature Securities LLC is acting as the sole placement agent.

The securities are being offered under an exemption from registration requirements and have not been registered under the Securities Act of 1933. The company agreed to file a registration statement with the U.S. Securities and Exchange Commission covering resale of the shares no later than 15 calendar days after closing, with efforts to have it declared effective within 90 days.

Decoy Therapeutics is a biotechnology company focused on developing antiviral drug candidates targeting respiratory viruses.