[8-K] Salarius Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

Salarius Pharmaceuticals, Inc. (Nasdaq: SLRX) convened a Special Meeting of Stockholders on July 8, 2025. Of the 2,127,286 common shares outstanding on the May 13, 2025 record date, 789,213 shares (37.10%) were present in person or by proxy, satisfying quorum requirements.

Key matters approved

• Reverse Stock Split: Stockholders authorized the Board to implement a reverse split in a ratio between 1-for-4 and 1-for-40 at the Board’s discretion (Votes For: 561,364; Against: 224,901; Abstain: 2,678).
• Nasdaq 20% Issuance: Approved issuance of additional common shares under the December 12, 2024 Securities Purchase Agreement with C/M Capital Master Fund, LP without the exchange-cap limitation, satisfying Nasdaq Listing Rules 5635(a) & 5635(d) (Votes For: 124,631; Against: 73,764; Abstain: 1,095; Broker Non-Votes: 589,723).
• Adjournment Proposal: Granted authority to adjourn the meeting to solicit more proxies if needed (Votes For: 598,521; Against: 187,750; Abstain: 2,942). An adjournment ultimately was not required.

No other matters were brought before the meeting, and the filing contains no financial performance data. The Board now possesses flexibility to manage share structure (reverse split) and finalize the previously agreed financing transaction, both of which can influence future capitalization and compliance with Nasdaq listing standards.

Positive

• Board flexibility: Shareholders authorized a broad 1:4–1:40 reverse split, giving management tools to address listing compliance and share price levels.
• Financing pathway cleared: Approval of the Nasdaq 20% Issuance removes exchange-cap restrictions, enabling completion of the December 2024 financing agreement.

Negative

• Dilution risk: Issuance of >20% new shares to C/M Capital may materially dilute existing shareholders once executed.
• Low voter turnout: Only 37.10% of outstanding shares were represented, potentially questioning the strength of shareholder support.

Insights

Financial Analyst

TL;DR: Shareholders approved reverse split flexibility and large-share issuance, enabling listing compliance and financing but raising dilution and perception risks.

The approval of a 1:4–1:40 reverse split gives the Board a broad mandate to consolidate shares, a common tactic for regaining minimum bid compliance. While the range provides flexibility, ratios above 1:20 often signal severe price pressure and could unsettle retail investors. The Nasdaq 20% Issuance vote removes the exchange-cap from the December 2024 Purchase Agreement, clearing the path to issue >20% of current outstanding shares to C/M Capital Master Fund, LP. This facilitates access to capital but is mechanically dilutive. Only 37% of shares participated, indicating modest shareholder engagement. Overall, the event is operationally constructive—management now has the tools to stabilize listing status and secure funding—but the benefit is offset by increased dilution risk and potential volatility surrounding the eventual reverse split ratio.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2025

SALARIUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

Delaware

001-36812

46-5087339

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

2450 Holcombe Blvd. Suite X Houston, TX

77021

(Address of principal executive offices)

(Zip Code)

(713) 913-5608
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.0001						SLRX			The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.07. Submission of Matters to a Vote of Security Holders

On July 8, 2025, Salarius Pharmaceuticals, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of May 13, 2025, the record date for the Special Meeting, there were 2,127,286 shares of common stock of the Company (the “Common Stock”) issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 789,213, or 37.10%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of the Company’s Common Stock are entitled to one vote for each share held and cumulative voting is not permitted. The final results of the voting for each matter submitted to a vote of stockholders at the Special Meeting are set forth below:

Proposal No. 1. Reverse Stock Split Proposal

The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's Common Stock at a ratio in the range of 1:4 to 1:40, as determined by the Company’s Board of Directors (the “Board”), and with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (the “Reverse Stock Split Proposal”). The voting on this proposal is set forth below:

Votes For						Votes Against						Abstentions						Broker Non-Votes
561,364						224,901						2,678						-

Proposal No. 2. Nasdaq 20% Issuance Proposal

The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rules 5635(a) and 5635(d), of the issuance of shares of the Company’s Common Stock pursuant to that certain securities purchase agreement, dated December 12, 2024 (the “Purchase Agreement”), by and between the Company and C/M Capital Master Fund, LP, without giving effect to the exchange cap in the Purchase Agreement (the “Nasdaq 20% Issuance Proposal”). The voting on this proposal is set forth below:

Votes For						Votes Against						Abstentions						Broker Non-Votes
124,631						73,764						1,095						589,723

Proposal No. 3. Adjournment Proposal

The Company’s stockholders approved the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve the Reverse Stock Split Proposal and/or the Nasdaq 20% Issuance Proposal. The voting on this proposal is set forth below:

Votes For						Votes Against						Abstentions						Broker Non-Votes
598,521						187,750						2,942						-

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes in favor of the Reverse Stock Split Proposal and the Nasdaq 20% Issuance Proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SALARIUS PHARMACEUTICALS, INC.

Date: July 8, 2025

By:

/s/ Mark J. Rosenblum

Mark J. Rosenblum Executive Vice President & Chief Financial Officer

FAQ

What reverse stock split ratio did Salarius Pharmaceuticals (SLRX) approve?

Shareholders authorized the Board to enact a reverse split at any ratio between 1-for-4 and 1-for-40 at its discretion.

How many votes supported the Salarius reverse stock split proposal?

The proposal received 561,364 votes FOR, with 224,901 AGAINST and 2,678 ABSTAINING.

What is the Nasdaq 20% Issuance Proposal for SLRX?

It authorizes issuing additional shares under the December 12, 2024 Securities Purchase Agreement without the exchange-cap, satisfying Nasdaq Rules 5635(a) & 5635(d).

Will the Salarius Special Meeting be adjourned to gather more proxies?

No. Although adjournment authority was approved, it was not needed because both primary proposals already passed.

How many Salarius shares were entitled to vote and how many participated?

2,127,286 shares were entitled; 789,213 (37.10%) were present in person or by proxy.