{"filing":{"accession_number":"0001193125-26-286737","cik":"0001615219","ticker":"DCOY","company_name":"Decoy Therapeutics Inc.","form":"8-K","filing_date":"2026-06-29","report_date":null,"primary_document":"dcoy-20260626.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1615219/000119312526286737/dcoy-20260626.htm"},"events":[{"id":14393,"run_id":12813,"accession_number":"0001193125-26-286737","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.93,"summary":"Decoy Therapeutics entered into a Securities Purchase Agreement on June 26, 2026, for a private placement (PIPE) of common stock and warrants to raise approximately $3.5 million in upfront gross proceeds at $5.91 per share, plus up to $17.5 million in additional proceeds from milestone-based warrants. The unregistered securities are being issued under Section 4(a)(2) and Regulation D exemptions and will require a resale registration statement within 15 days of closing.","company_name":"Decoy Therapeutics Inc.","ticker":"DCOY","filing_date":"2026-06-29","form":"8-K","submitted_at":null,"items":[{"id":11800,"accession_number":"0001193125-26-286737","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Decoy Therapeutics entered into a Securities Purchase Agreement on June 26, 2026, for a private placement of common stock and warrants. The company agreed to issue 592,217 shares of common stock (or pre-funded warrants in lieu thereof) at $5.91 per share, generating approximately $3.5 million in gross proceeds, plus milestone-based warrants with potential for up to $17.5 million in additional proceeds. This is a classic private placement (PIPE) involving unregistered equity issuance with significant dilution potential, particularly given the warrant structures tied to clinical milestones. The filing explicitly describes this as a \"private investment in public equity financing\" and notes the securities are unregistered under Section 4(a)(2) of the Securities Act.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T10:06:49.250261+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11801,"accession_number":"0001193125-26-286737","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Decoy Therapeutics disclosed an unregistered private placement (PIPE) of common stock and warrants expected to raise approximately $3.5 million in upfront gross proceeds at $5.91 per share, plus up to $17 million in additional proceeds from milestone-based warrants. The securities are being offered under Section 4(a)(2) and Regulation D exemptions without registration under the Securities Act. This is a classic dilutive equity issuance to a single institutional investor that materially affects shareholder ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T10:06:49.250261+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11802,"accession_number":"0001193125-26-286737","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Decoy Therapeutics announced a private investment in public equity (PIPE) financing on June 26, 2026, involving the sale of common stock and warrants to a single institutional investor. The offering provides $3.5 million in upfront gross proceeds at $5.91 per share, with up to $17 million in additional potential proceeds from milestone-based warrants. This is an unregistered equity issuance under Section 4(a)(2) and Regulation D, characteristic of a dilutive private placement. The company explicitly states the securities \"have not been and will not initially be registered under the Securities Act\" and will require a resale registration statement within 15 days of closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T10:06:49.250261+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":11800,"accession_number":"0001193125-26-286737","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Decoy Therapeutics entered into a Securities Purchase Agreement on June 26, 2026, for a private placement of common stock and warrants. The company agreed to issue 592,217 shares of common stock (or pre-funded warrants in lieu thereof) at $5.91 per share, generating approximately $3.5 million in gross proceeds, plus milestone-based warrants with potential for up to $17.5 million in additional proceeds. This is a classic private placement (PIPE) involving unregistered equity issuance with significant dilution potential, particularly given the warrant structures tied to clinical milestones. The filing explicitly describes this as a \"private investment in public equity financing\" and notes the securities are unregistered under Section 4(a)(2) of the Securities Act.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T10:06:49.250261+00:00","company_name":"Decoy Therapeutics Inc.","ticker":"DCOY","filing_date":"2026-06-29"},{"id":11801,"accession_number":"0001193125-26-286737","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Decoy Therapeutics disclosed an unregistered private placement (PIPE) of common stock and warrants expected to raise approximately $3.5 million in upfront gross proceeds at $5.91 per share, plus up to $17 million in additional proceeds from milestone-based warrants. The securities are being offered under Section 4(a)(2) and Regulation D exemptions without registration under the Securities Act. This is a classic dilutive equity issuance to a single institutional investor that materially affects shareholder ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T10:06:49.250261+00:00","company_name":"Decoy Therapeutics Inc.","ticker":"DCOY","filing_date":"2026-06-29"},{"id":11802,"accession_number":"0001193125-26-286737","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Decoy Therapeutics announced a private investment in public equity (PIPE) financing on June 26, 2026, involving the sale of common stock and warrants to a single institutional investor. The offering provides $3.5 million in upfront gross proceeds at $5.91 per share, with up to $17 million in additional potential proceeds from milestone-based warrants. This is an unregistered equity issuance under Section 4(a)(2) and Regulation D, characteristic of a dilutive private placement. The company explicitly states the securities \"have not been and will not initially be registered under the Securities Act\" and will require a resale registration statement within 15 days of closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T10:06:49.250261+00:00","company_name":"Decoy Therapeutics Inc.","ticker":"DCOY","filing_date":"2026-06-29"}]}