Salarius Pharmaceuticals Announces Adjournment of Annual Meeting, Information for Reconvened Annual Meeting

Rhea-AI Summary

Salarius Pharmaceuticals (Nasdaq: SLRX) adjourned its 2025 Annual Meeting held on Dec 19, 2025 because fewer than the required 34% quorum of outstanding shares were represented in person or by proxy.

The meeting will be reconvened on Dec 31, 2025 at 10:00 a.m. CT as a virtual webcast at www.virtualshareholdermeeting.com/SLRX2025. The record date remains Oct 24, 2025. At adjournment, proxies represented approximately 30% of outstanding shares.

Stockholders as of the record date are urged to vote via www.proxyvote.com, phone at 1-800-690-6903, or by contacting proxy solicitor Alliance Advisors at SLRX@allianceadvisors.com. Proxy materials are available free at sec.gov and the company investor site.

Positive

• Reconvened meeting set for Dec 31, 2025 at 10:00 a.m. CT
• Record date unchanged: Oct 24, 2025
• Proxies representing approximately 30% of shares were already submitted

Negative

• Failed to meet quorum requirement of 34% at Dec 19, 2025 meeting
• Shortfall of about 4 percentage points in voting power at adjournment

Key Figures

Quorum requirement 34% Minimum voting power needed for 2025 Annual Meeting business

Votes represented 30% Approximate voting power represented at Dec. 19, 2025 meeting

Reconvened meeting date Dec 31, 2025 Annual Meeting reconvening date via virtual webcast

Reconvened meeting time 10:00 a.m. Central Time Scheduled time for reconvened Annual Meeting

Record date Oct 24, 2025 Stockholders entitled to vote at reconvened Annual Meeting

Proxy filing date Nov 7, 2025 Definitive proxy statement filed with SEC for Annual Meeting

52-week high $108 Pre-news 52-week high price level for SLRX

52-week low $0.64 Pre-news 52-week low price level for SLRX

Market Reality Check

$0.6500 Last Close

Volume Volume 351,965 is at 0.83x its 20-day average of 423,737. normal

Technical Price 0.6711 trades below the 200-day moving average of 8.01, reflecting a weak prior trend.

Peers on Argus 1 Down

Key biotech peers show mixed moves (e.g., one up, several down), while SLRX was up 2.77%, suggesting a stock-specific move rather than a coordinated sector trend.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 01	Research collaboration	Positive	-7.4%	Collaboration with Texas Biomed on influenza fusion inhibitor studies.
Nov 19	Merger/financing update	Positive	-8.3%	Clarified continued Nasdaq listing and highlighted recent merger and offering.
Nov 13	Merger completion	Positive	+5.2%	Closed strategic merger with Decoy to advance IMP3ACT platform.
Nov 11	Equity offering	Negative	-51.0%	Priced $7M underwritten public offering with shares and multiple warrants.
Oct 13	Listing compliance	Positive	-2.9%	Announced full compliance with all Nasdaq listing requirements.

Pattern Detected

Recent news often produced sharp moves, with financings and strategic actions sometimes selling off despite positive or neutral fundamentals.

Recent Company History

Over the last few months, SLRX reported Nasdaq compliance restoration, a public offering, and completion of its merger with Decoy Therapeutics, followed by collaboration work on avian flu. These events, on Oct 10, 2025, Nov 13, 2025, and Dec 1, 2025, showed mixed price reactions, including a -51% move on the offering. Today’s Annual Meeting adjournment fits into an active period of governance, capital raises, and strategic repositioning.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-08-15

An effective Form S-3 shelf dated 2025-08-15 allows SLRX to issue various securities, including common and preferred stock, warrants, debt and units, via future prospectus supplements. The shelf has seen usage through recent 424B4 and 424B5 offerings, indicating an established mechanism for additional capital raises and potential dilution through new securities or conversions.

Market Pulse Summary

This announcement details an adjourned 2025 Annual Meeting due to voting power below the 34% quorum threshold, with reconvening set for Dec 31, 2025 and the same Oct 24, 2025 record date. It follows an active stretch of mergers, financings, and Nasdaq compliance updates. Investors may focus on how proxy proposals interact with existing preferred stock, warrants, and the active S-3 shelf, as these structures influence future dilution and governance outcomes.

Key Terms

definitive proxy statement regulatory

"proposals described in the Company’s definitive proxy statement for the Annual Meeting"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

proxy card regulatory

"the Company filed a definitive proxy statement and a proxy card with the SEC"

A proxy card is a document that allows shareholders to give someone else the authority to vote on their behalf at a company’s meeting. Think of it as a permission slip that ensures a shareholder’s interests are represented even if they cannot attend in person. For investors, proxy cards are important because they influence company decisions and governance, giving them a way to participate indirectly.

virtualshareholdermeeting.com technical

"held virtually via live webcast at www.virtualshareholdermeeting.com/SLRX2025"

virtualshareholdermeeting.com is an online platform that hosts live, interactive shareholder meetings where investors can watch presentations, ask questions, and vote on corporate matters from a computer or phone. Think of it as a digital town hall that replaces or supplements an in-person annual meeting, making it easier for shareholders to participate even if they cannot travel. Investors care because access, voting ability, and the quality of information presented at these meetings can directly affect corporate governance and investment decisions.

Section 14(a) of the U.S. Securities Exchange Act of 1934 regulatory

"are or will be “participants” (as defined in Section 14(a) of the U.S. Securities Exchange Act"

Section 14(a) of the U.S. Securities Exchange Act of 1934 governs how companies and other parties must communicate with shareholders when asking them to vote on corporate matters. It requires clear, truthful disclosures in proxy materials and bars misleading statements or omissions, much like rules that ensure a fair ballot and fact sheet for an election, so investors can make informed voting and ownership decisions.

Forms 3, 4 or 5 regulatory

"reflected on “Statements of Change in Ownership” on Forms 3, 4 or 5 filed with the SEC"

Forms 3, 4 and 5 are public filings with the U.S. Securities and Exchange Commission that disclose ownership stakes and trades by company insiders such as executives, directors and large shareholders. Form 3 is the initial ownership report, Form 4 records each change in holdings, and Form 5 is an annual catch‑up; together they act like a public ledger showing whether insiders are buying, selling or otherwise moving shares, which investors use to gauge insider confidence, potential conflicts and shifts in control.

AI-generated analysis. Not financial advice.

HOUSTON, Dec. 19, 2025 (GLOBE NEWSWIRE) -- Salarius Pharmaceuticals, Inc. (Nasdaq: SLRX) (“Salarius” or the “Company”) today announced that its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) scheduled for and convened on December 19, 2025 has been adjourned for the purpose of soliciting additional votes with respect to the proposals described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2025.

The required quorum for the transaction of business at the Annual Meeting is 34% of the outstanding shares entitled to vote. There was less than the required voting power represented in person or by proxy at the meeting. The Annual Meeting will be reconvened on December 31, 2025 at 10.00 a.m. Central Time and will continue to be held virtually via live webcast at www.virtualshareholdermeeting.com/SLRX2025.

The record date for determination of stockholders entitled to vote at the reconvened Annual Meeting remains the close of business on October 24, 2025. At the time the Annual Meeting was adjourned, proxies had been submitted by stockholders representing approximately 30% of the shares of the Company's common stock issued and outstanding as of the record date.

Stockholders as of close of business on October 24, 2025, the record date for the Annual Meeting, are encouraged to vote as soon as possible via the Internet at www.proxyvote.com or by phone at 1-800-690-6903 (have proxy card available). Eligible stockholders may also vote by contacting the Company’s proxy solicitor, Alliance Advisors, at SLRX@allianceadvisors.com.

Important Information

This material may be deemed to be solicitation material in respect of the Annual Meeting to be reconvened and held December 31, 2025. In connection with the Annual Meeting, the Company filed a definitive proxy statement and a proxy card with the SEC on November 7, 2025. BEFORE MAKING ANY VOTING DECISIONS, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING PROXY CARD, AND ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. The proxy materials have been made available to stockholders who are entitled to vote at the Annual Meeting. The Company's definitive proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC's website at sec.gov or the Company's website https://investors.salariuspharma.com/sec-filings.

Participant Information

The Company, its directors, certain of its officers, and other employees are or will be “participants” (as defined in Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the Annual Meeting. The identity, their direct or indirect interests (by security holdings or otherwise), and other information relating to the participants is available in the definitive proxy statement filed with the SEC on November 7, 2025, including in the section titled “Security Ownership of Certain Beneficial Owners and Management” (beginning on page 32). To the extent the holdings by the “participants” in the solicitation reported in the definitive proxy statement have changed, such changes have been or will be reflected on “Statements of Change in Ownership” on Forms 3, 4 or 5 filed with the SEC (where applicable). All these documents are or will be available free of charge at the SEC’s website at www.sec.gov.

About Decoy Therapeutics Inc.

Salarius’ subsidiary Decoy is a preclinical-stage biotechnology company that is leveraging ML and AI tools alongside high-speed synthesis techniques to rapidly design, engineer and manufacture peptide conjugate drug candidates that target serious unmet medical needs. The Company’s initial pipeline is focused on respiratory viruses and GI cancers. Decoy has attracted financing from institutional investors as well as significant capital from the Massachusetts Life Sciences Seed Fund, the Google AI startup program and the NVIDIA Inception program among other sources. The company has also received QuickFire Challenge award funding provided by the BARDA through BLUE KNIGHT™, a collaboration between Johnson & Johnson Innovation – JLABS and BARDA within the Administration for Strategic Preparedness and Response.

About Salarius Pharmaceuticals, Inc.

Salarius is a clinical-stage biopharmaceutical company with two drug candidates for patients with cancer in need of new treatment options. Salarius’ product portfolio includes seclidemstat, the company’s lead candidate, which is being studied in an investigator-initiated Phase 1/2 clinical study in hematologic cancers underway at MD Anderson Cancer Center as a potential treatment for myelodysplastic syndrome (MDS) and chronic myelomonocytic leukemia (CMML) in patients with limited treatment options. SP-3164, the company’s IND-stage second asset, is an oral small molecule protein degrader. Salarius previously received financial support for seclidemstat for the treatment of Ewing sarcoma from the National Pediatric Cancer Foundation and was a recipient of a Product Development Award from the Cancer Prevention and Research Institute of Texas. For more information, please visit www.salariuspharma.com.

Contact:
Salarius Pharmaceuticals
Rick Pierce, CEO
Pierce@decoytx.com
617-447-8299

Business Development
Peter Marschel, CBO
Peter@Decoytx.com
617-943-6305

Investors and Media
Alliance Advisors IR
Jody Cain
jcain@allianceadvisors.com
310-691-7100

FAQ

Why was Salarius (SLRX) 2025 Annual Meeting adjourned on Dec 19, 2025?

The meeting was adjourned because fewer than the required 34% quorum of outstanding shares were represented in person or by proxy.

When and how will Salarius (SLRX) reconvene the adjourned Annual Meeting?

The meeting will reconvene on Dec 31, 2025 at 10:00 a.m. CT as a virtual webcast at www.virtualshareholdermeeting.com/SLRX2025.

What was the record date for Salarius (SLRX) voting eligibility for the 2025 Annual Meeting?

The record date for voting eligibility remains Oct 24, 2025.

How can Salarius (SLRX) stockholders vote for the reconvened Annual Meeting?

Stockholders can vote online at www.proxyvote.com, by phone at 1-800-690-6903, or contact Alliance Advisors at SLRX@allianceadvisors.com.

How many shares were represented by proxy when Salarius (SLRX) adjourned the meeting?

Proxies submitted represented approximately 30% of the Company's common stock as of the record date.