[SCHEDULE 13G] Almonty Industries Inc. SEC Filing

Rhea-AI Filing Summary

Salarius Pharmaceuticals (SLRX) files Amendment No. 4 to Form S-1 to register a critical equity/warrant financing tied to its planned merger with Decoy Therapeutics. The deal offers 10.79 m common shares (or pre-funded warrants) bundled with 32.38 m five-year Series A warrants, 10.79 m six-month cash-less Series B warrants and 0.54 m representative warrants, all priced off an assumed $0.7411 close. Full exercise could add up to 54.5 m shares, creating substantial dilution.

The raise must deliver ≥ $6 m to satisfy “Qualified Financing,” allowing step-one merger closing. Updated exchange ratio, reflecting SLRX’s weakened valuation ($2.31 m vs. Decoy’s $28 m), leaves legacy SLRX holders with just 7.6 % of the combined company before this offering’s dilution. Preferred Stock issued to Decoy holders carries aggressive anti-dilution resets until Nasdaq initial-listing approval.

SLRX enacted a 1-for-8 reverse split on 14 Jun 2024 yet remains out of compliance with Nasdaq $1 bid price and $2.5 m equity thresholds; a Hearings Panel has extended cure deadlines to late Aug 2025. Q2-25 preliminaries show ~$4.5 m cash (after ELOC draws) and a ~$0.9 m net loss. Failure to regain listing would block conversion of Preferred shares and threaten the merger’s completion.

Positive

• Financing expected to satisfy $6 m “Qualified Financing” condition, enabling closing of Decoy merger and access to a broader pipeline.
• Preliminary cash cushion expands to ~$4.5 m after ELOC draws, extending runway while capital is raised.
• Anti-dilution resets and warrant structures make the deal attractive to new investors, improving likelihood of full subscription.

Negative

• Severe dilution: legacy holders drop to 7.6 % pre-financing; up to 54.5 m additional shares issuable via warrants.
• Nasdaq non-compliance on bid price and equity remains; failure to cure by late Aug 2025 risks delisting and merger collapse.
• Valuation concession: SLRX cut to $2.31 m vs. Decoy’s $28 m, reflecting weak market perception.
• Preferred Stock anti-dilution protection could trigger further share issuance in future discounted financings.

Insights

Equity Analyst

TL;DR – Financing keeps merger alive but imposes severe dilution and listing risk persists.

The S-1/A reveals a rescue financing structured to meet the $6 m minimum for Decoy merger closing. While the transaction could unlock Decoy’s peptide-conjugate platform, common shareholders face massive overhang: warrants plus preferred could more than quadruple shares outstanding. Reverse-split relief failed to restore bid price and equity; Nasdaq extension gives only weeks to comply. Cash burn (~$0.9 m in Q2) is modest, but pro-forma cash still thin versus development needs. Overall impact is mixed—strategic upside offsets dilution and listing uncertainty.

Corporate Governance Expert

TL;DR – Governance tilt favors new investors; legacy holders materially marginalized.

Re-negotiated merger terms depress SLRX ownership to 7.6 %, then layer anti-dilution protections that shift future value to Decoy and financing participants. Series A/B Preferred convert only after stockholder vote and Nasdaq relisting, yet include price-reset and mandatory redemption features that subordinate common equity. Lock-ups, support agreements and warrant bundles concentrate control with insiders and underwriters. From a governance standpoint the filing is negative for existing public shareholders, though it may be the only viable alternative to liquidation.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Almonty Industries Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

020398707

(CUSIP Number)

07/14/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 020398707

1

Names of Reporting Persons

Michael Lewis Black

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,688,992.00
6	Shared Voting Power 9,262,613.00
7	Sole Dispositive Power 8,688,992.00
8	Shared Dispositive Power 9,262,613.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,951,605.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.3 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Almonty Industries Inc.
(b)	Address of issuer's principal executive offices: 100 King Street West, Suite 5700 Toronto, ON, M5X 1C7
Item 2.
(a)	Name of person filing: Michael Lewis Black
(b)	Address or principal business office or, if none, residence: 100 King Street West, Suite 5700 Toronto, ON, M5X 1C7
(c)	Citizenship: United States
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: 020398707
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 17,951,605
(b)	Percent of class: 8.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 8,688,992
	(ii) Shared power to vote or to direct the vote: 9,262,613
	(iii) Sole power to dispose or to direct the disposition of: 8,688,992
	(iv) Shared power to dispose or to direct the disposition of: 9,262,613
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Michael Lewis Black

Signature:	/s/ Michael Lewis Black
Name/Title:	Michael Lewis Black
Date:	07/31/2025

FAQ

How many shares is Salarius (SLRX) registering in this S-1/A?

Up to 10.79 m common shares (or pre-funded warrants) plus 54.5 m shares underlying warrants are being registered.

What is the purpose of the offering?

Raise at least $6 m to meet the “Qualified Financing” requirement for closing the merger with Decoy Therapeutics.

How will the merger affect current SLRX shareholders?

Before this offering, legacy holders will own about 7.6 % of the combined entity; additional dilution will further reduce that stake.

What is the status of Nasdaq compliance for SLRX?

The stock trades below the $1 bid and fails the $2.5 m equity rule; a Hearings Panel gave an extension to late Aug 2025.

What was the reverse stock split ratio and effective date?

A 1-for-8 reverse split became effective on 14 June 2024.

What are the key terms of the new warrants?

Series A warrants: 5-year life with one-time exercise-price reset; Series B warrants: 6-month life, cashless exercise feature.