{"url_path":"/sec/dcoy/8-k/2026-06-29/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1615219/0001193125-26-286737-index.html","accession_number":"0001193125-26-286737","cik":"0001615219","ticker":"DCOY","issuer_name":"Decoy Therapeutics Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1615219/0001193125-26-286737-index.html","primary_entity_key":"0001615219","primary_entity_name":"Decoy Therapeutics Inc."},"word_count":263,"has_tables":true,"body_markdown":"Item 3.02. Unregistered Sales of Equity Securities.\n\nThe information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Shares, the Pre-Funded Warrants, the Milestone Warrants and the Placement Agent Warrant, and the shares of Common Stock issuable upon exercise thereof, are being offered and sold, or will be issued, without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506(b) of Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state securities laws. Each Purchaser represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D and that it is acquiring the securities for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. The securities have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.\n\nThis Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction."}