Decoy Files S-1 to Register Resale of 2.37 Million Shares Underlying Armistice Warrants
DCOY is trading near its 52-week low of $1.51 (5.9% above the low).
Summary
Decoy Therapeutics filed an S-1 to register the resale of 2.37 million shares underlying warrants issued to Armistice Capital in a September 23 warrant inducement. The registration makes these shares tradable, creating a significant overhang on the stock.
Key Events · Financing and Capital Events · DCOY
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Resale Registration Filed
The S-1 registers the resale of up to 2,368,868 shares underlying New Warrants issued to Armistice Capital Master Fund Ltd. in the September 23, 2026 warrant inducement.
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Selling Stockholder Identified
Armistice Capital Master Fund Ltd. holds 4,367,743 shares (64.68% beneficial ownership) prior to the offering, and would retain 1,998,875 shares (29.6%) after selling all registered shares.
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Potential Cash Proceeds
If all New Warrants are exercised for cash at $3.25 per share, Decoy would receive approximately $7.7 million in gross proceeds, though cashless exercise is possible.
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Cash Position Disclosed
Cash, cash equivalents and restricted cash totaled approximately $8.0 million as of September 30, 2026, with $2.5 million restricted for Gates Foundation grant purposes.
Analysis · DCOY · Life Sciences
This S-1 registers the resale of 2,368,868 shares underlying warrants issued to Armistice Capital in the September 23 warrant inducement. The registration makes these shares tradable, creating a significant overhang: Armistice would hold 64.68% of outstanding shares if it exercised all warrants, and the resale of these shares could nearly double the public float. The company receives no proceeds from resales, but could receive up to $7.7 million if Armistice exercises the warrants for cash at $3.25 per share. Against a backdrop of going-concern doubts and a Nasdaq delisting risk, this registration is a critical step in Armistice's ability to exit its position, and the potential dilution is substantial relative to the company's tiny market cap.
How filings like this one have moved
In the 30 days to Oct 22, 2026, 29.4% of the 1563 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.47%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, DCOY was trading at $1.60 on NASDAQ in the Life Sciences sector, with a market capitalization of approximately $3M. The 52-week trading range was $1.51 to $55.92. This filing was assessed with negative market sentiment and an importance score of 7 out of 10.