{"filing":{"accession_number":"0001615219-26-000019","cik":"0001615219","ticker":"DCOY","company_name":"Decoy Therapeutics Inc.","form":"8-K","filing_date":"2026-09-23","report_date":"2026-09-22","primary_document":"dcoy-20260922.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1615219/000161521926000019/dcoy-20260922.htm"},"events":[{"id":34661,"run_id":31904,"accession_number":"0001615219-26-000019","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Decoy Therapeutics entered into a warrant inducement agreement with an institutional investor, issuing 2,368,868 unregistered new warrants (representing 200% of exercised existing warrants) in a private placement under Section 4(a)(2) of the Securities Act. The transaction generated $3.85 million in gross proceeds from the exercise of 1,184,434 Series B Milestone Warrants and included a reduction in exercise prices of existing warrants from $5.91 to $3.25 per share, resulting in substantial dilution to existing shareholders.","company_name":"Decoy Therapeutics Inc.","ticker":"DCOY","filing_date":"2026-09-23","form":"8-K","submitted_at":null,"items":[{"id":38464,"accession_number":"0001615219-26-000019","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Company entered into a warrant inducement agreement resulting in the issuance of 2,368,868 new unregistered warrants (representing 200% of the exercised Existing Warrants) in a private placement to an institutional investor. This is a dilutive equity issuance—the New Warrants are exercisable immediately upon issuance and will result in substantial additional common shares outstanding upon exercise. The transaction also involved a reduction in exercise prices of existing warrants from $5.91 to $3.25 per share, further diluting existing shareholders. While the Company raised $3.85 million in gross proceeds from the exercise of the Existing Warrants, the primary disclosed action is the issuance of new unregistered equity securities (the New Warrants) as consideration for inducing the warrant exercise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:04:05.202437+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38465,"accession_number":"0001615219-26-000019","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 entered into a warrant inducement transaction involving the private placement of 2,368,868 unregistered New Warrants to an existing institutional investor in exchange for the immediate exercise of 1,184,434 Series B Milestone Warrants, generating $3.85 million in gross proceeds. The New Warrants were offered under Section 4(a)(2) of the Securities Act to an accredited investor and represent a dilutive equity issuance typical of small-cap biotechnology companies raising capital. This is a material capital-raising event affecting shareholder equity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:04:05.202437+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38466,"accession_number":"0001615219-26-000019","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Item 7.01 disclosure announces a warrant inducement transaction involving the issuance of 2,368,868 new unregistered warrants in a private placement to an existing institutional investor. This is a dilutive equity issuance under Section 4(a)(2) of the Securities Act. The transaction raises $3.85 million in gross proceeds through exercise of existing warrants and creates substantial dilution through the issuance of new warrants exercisable immediately upon issuance (per the corrective press release). The unregistered nature and private placement structure are hallmarks of dilutive issuances at small- and mid-cap biotechnology companies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:04:05.202437+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":38464,"accession_number":"0001615219-26-000019","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Company entered into a warrant inducement agreement resulting in the issuance of 2,368,868 new unregistered warrants (representing 200% of the exercised Existing Warrants) in a private placement to an institutional investor. This is a dilutive equity issuance—the New Warrants are exercisable immediately upon issuance and will result in substantial additional common shares outstanding upon exercise. The transaction also involved a reduction in exercise prices of existing warrants from $5.91 to $3.25 per share, further diluting existing shareholders. While the Company raised $3.85 million in gross proceeds from the exercise of the Existing Warrants, the primary disclosed action is the issuance of new unregistered equity securities (the New Warrants) as consideration for inducing the warrant exercise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:04:05.202437+00:00","company_name":"Decoy Therapeutics Inc.","ticker":"DCOY","filing_date":"2026-09-23"},{"id":38465,"accession_number":"0001615219-26-000019","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 entered into a warrant inducement transaction involving the private placement of 2,368,868 unregistered New Warrants to an existing institutional investor in exchange for the immediate exercise of 1,184,434 Series B Milestone Warrants, generating $3.85 million in gross proceeds. The New Warrants were offered under Section 4(a)(2) of the Securities Act to an accredited investor and represent a dilutive equity issuance typical of small-cap biotechnology companies raising capital. This is a material capital-raising event affecting shareholder equity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:04:05.202437+00:00","company_name":"Decoy Therapeutics Inc.","ticker":"DCOY","filing_date":"2026-09-23"},{"id":38466,"accession_number":"0001615219-26-000019","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Item 7.01 disclosure announces a warrant inducement transaction involving the issuance of 2,368,868 new unregistered warrants in a private placement to an existing institutional investor. This is a dilutive equity issuance under Section 4(a)(2) of the Securities Act. The transaction raises $3.85 million in gross proceeds through exercise of existing warrants and creates substantial dilution through the issuance of new warrants exercisable immediately upon issuance (per the corrective press release). The unregistered nature and private placement structure are hallmarks of dilutive issuances at small- and mid-cap biotechnology companies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:04:05.202437+00:00","company_name":"Decoy Therapeutics Inc.","ticker":"DCOY","filing_date":"2026-09-23"}]}