Salarius Pharmaceuticals Announces Pricing of $7 Million Underwritten Public Offering

Rhea-AI Summary

Salarius Pharmaceuticals (NASDAQ: SLRX) priced an underwritten public offering to raise approximately $7.0 million of gross proceeds through the sale of 2,514,335 common shares and pre-funded warrants for 2,152,331 shares, each accompanied by Series A and Series B warrants covering up to a combined 4,666,666 shares per warrant series. The combined public price is $1.50 per share with warrants and $1.4999 per pre-funded warrant with warrants.

The offering includes a 45-day underwriter option for up to 699,999 additional units, is managed by Ladenburg Thalmann, and is expected to close on or about November 12, 2025, subject to closing conditions including completion of the proposed business combination with Decoy Therapeutics. Net proceeds are expected to fund clinical development, repay certain Decoy promissory notes, and support general corporate purposes.

Positive

• Gross proceeds of $7.0 million expected from the offering
• Proceeds earmarked to advance clinical development of Salarius and Decoy programs
• Offering includes pre-funded warrants enabling near-term share issuance management

Negative

• Potential dilution from sale of common shares plus up to 9.33 million aggregate warrant shares
• Closing is conditioned on the Decoy business combination, adding transaction risk
• Exercise prices include a nominal $0.0001 pre-funded warrant price, enabling immediate dilution upon exercise

Insights

Capital Markets Analyst

Salarius priced a ~$7 million underwritten offering tied to a proposed Decoy combination; warrants and pre-funded shares increase dilution risk.

Salarius Pharmaceuticals is selling common stock and pre-funded warrants for gross proceeds of about $7 million. The offering includes accompanying Series A and Series B warrants exercisable at $1.50, pre-funded warrants exercisable at $0.0001, and an underwriter option for 45 days to buy up to 699,999 additional units. Closing is conditioned on the company’s proposed business combination with Decoy Therapeutics Inc. and is expected on or about November 12, 2025.

The business mechanism funds near-term clinical and R&D work and will pay certain Decoy promissory notes if the combination closes. The structure layers multiple dilutive instruments: common shares, immediately exercisable pre-funded warrants, five-year Series A warrants, and one-year Series B warrants. That mix preserves near-term cash while deferring some equity issuance into future exercise periods.

Key dependencies and risks include satisfaction of closing conditions for the Decoy combination and successful closing by November 12, 2025. Monitor the exercise behavior of pre-funded warrants and the pace of Series B warrant exercises within one year. Watch net proceeds allocation to development programs and the underwriter’s 45-day option window as the immediate dilution levers; near-term effects will be observable within weeks to a year.

HOUSTON, Nov. 11, 2025 /PRNewswire/ -- Salarius Pharmaceuticals, Inc. ("Salarius" or the "Company") (NASDAQ: SLRX) today announced the pricing of an underwritten public offering for gross proceeds of approximately $7 million before deducting underwriting discounts and commissions and other offering expenses.

The offering is comprised of 2,514,335 shares of its common stock ("Common Stock") and pre-funded warrants to purchase 2,152,331 shares of Common Stock, in each case with accompanying Series A Warrants to purchase up to an aggregate of 4,666,666 shares of Common Stock and Series B Warrants to purchase up to an aggregate of 4,666,666 shares of Common Stock. The combined public offering price per share of Common Stock and accompanying warrants is $1.50 per share and accompanying warrants, and the combined public offering price per pre-funded warrant and accompanying warrants is $1.4999 per pre-funded warrant and accompanying warrants. The warrants issued in this offering are fixed priced and do not contain any variable pricing features or alternative exercise provisions. All of the securities are being sold by Salarius.

Ladenburg Thalmann & Co. Inc. is acting as sole book-running manager in connection with the offering.

The closing of the offering is expected to occur on or about November 12, 2025, subject to the satisfaction of closing conditions, including consummation of the Company's proposed business combination transaction with Decoy Therapeutics Inc. ("Decoy"). In addition, Salarius has granted the underwriter an option for a period of 45 days to purchase up to an additional 699,999 shares of Common Stock, and/or 699,999 Series A Warrants, and/or 699,999 Series B Warrants at their respective public offering prices, less underwriting discounts and commissions.

Salarius expects to use the net proceeds from the offering (i) to advance the clinical development of Salarius' and Decoy's research and development programs; (ii) to pay off certain of Decoy's outstanding promissory notes as required thereby; and (iii) for other general corporate purposes, including working capital, research and development, and capital expenditures.

Each pre-funded warrant has an exercise price of $0.0001 per pre-funded warrant, and is immediately exercisable until such pre-funded warrant is exercised in full. Each of the Series A Warrants and Series B Warrants has an exercise price of $1.50. The Series A Warrants will be exercisable for a period of five years from the date of issuance. The Series B Warrants will be exercisable for a period of one year from the date of issuance.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333- 284368) that became effective in accordance with Section 8(a) of the Securities and Exchange Act of 1933, as amended, on November 10, 2025.

The securities are being offered by means of a prospectus relating to the offering that form a part of the registration statement. A preliminary prospectus relating to the offering was filed with the Securities and Exchange Commission (the "SEC") on October 21, 2025, and is available on the SEC's website at www.sec.gov. The final prospectus relating to and describing the terms of the offering will be filed with the SEC and also will be available on the SEC's website at www.sec.gov. Before investing in the offering, you should read prospectus relating to the offering in their entirety as well as the other documents that Salarius has filed with the SEC that are incorporated by reference in the prospectus relating to the offering, which provide more information about Salarius and the offering. Electronic copies of the final prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at prospectus@ladenburg.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Salarius Pharmaceuticals, Inc.

Salarius Pharmaceuticals 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 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 (CPRIT).

About Decoy Therapeutics, Inc.

Decoy Therapeutics is a preclinical-stage biotechnology company that is leveraging machine learning and artificial intelligence 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 non-dilutive 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 Biomedical Advanced Research and Development Authority (BARDA) through BLUE KNIGHT™, a collaboration between Johnson & Johnson Innovation – JLABS and BARDA within the Administration for Strategic Preparedness and Response.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Statements in this press release that are not statements of historical fact are forward-looking statements. Words such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "estimate," "believe," "predict," "potential" or "continue" or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. Forward-looking statements in this press release include statements concerning, among other things, the financing and the Decoy merger and the expected timing thereof; the satisfaction of closing conditions related to the offering and the Decoy merger, the expected closing date of the offering and the Decoy merger and the amount and expected use of proceeds from the offering.

The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the Company's actual results to differ materially from the results described in or implied by the forward-looking statements. For Salarius, this includes satisfaction of the customary closing conditions of the offering and the Decoy merger, delays in obtaining required stock exchange or other regulatory approvals, the ability of each of Salarius and Decoy to consummate the merger; risks that the combined company will not achieve the synergies expected from the proposed merger; risks that Salarius and the combined company will not obtain sufficient financing to execute on their business plans; risks related to Decoy's products and development plans, including unanticipated issues with any IND application process and the potential of the IMP³ACT™ platform; political uncertainties, stock price volatility and uncertainties relating to the financial markets, the medical community and the global economy, and the impact of instability in general business and economic conditions, including changes in inflation, interest rates and the labor market. Other factors that may cause Salarius' actual results to differ materially from those expressed or implied in the forward-looking statements in this press release are described under the heading "Risk Factors" in the preliminary prospectus filed with the SEC and in Salarius' Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC, and in Salarius' other filings with the SEC, and in its future reports to be filed with the SEC and available at www.sec.gov. Forward-looking statements contained in this press release are made as of this date, and Salarius undertakes no duty to update such information whether as a result of new information, future events or otherwise, except as required under applicable law.

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SOURCE Salarius Pharmaceuticals, Inc.

FAQ

How much is Salarius raising in the November 11, 2025 offering (SLRX)?

Salarius priced the offering to raise approximately $7.0 million of gross proceeds before fees.

What securities did Salarius offer in the SLRX public offering and at what price?

The offering includes 2,514,335 common shares and pre-funded warrants for 2,152,331 shares, with combined prices of $1.50 per share with warrants and $1.4999 per pre-funded warrant with warrants.

When will the SLRX offering close and what condition could delay it?

The closing is expected on or about November 12, 2025, and is conditioned on closing requirements including consummation of the proposed business combination with Decoy Therapeutics.

How will Salarius (SLRX) use the net proceeds from the offering?

Net proceeds are expected to advance clinical development, pay off certain Decoy promissory notes, and fund general corporate purposes including working capital and R&D.

What are the warrant exercise terms in the SLRX offering?

Each pre-funded warrant has an exercise price of $0.0001; Series A Warrants exercise price is $1.50 and valid for five years; Series B Warrants exercise price is $1.50 and valid for one year.