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

Rhea-AI Filing Summary

Salarius Pharmaceuticals (SLRX) approved a transaction bonus for its Acting CEO, EVP & CFO, Mark J. Rosenblum. The Board authorized a $225,000 cash bonus, payable following the closing of the transactions contemplated by the Merger Agreement with Decoy Therapeutics.

Payment requires Mr. Rosenblum’s continued employment through the Closing Date and will be paid at or before the next payroll date after closing.

Insights

Corporate Governance Analyst

One-time bonus to the acting CEO/CFO contingent on merger closing; modest cost, aligns pay to deal completion.

The board approved a transaction bonus of $225,000 for **Mark J. Rosenblum** on October 21, 2025. Payment is conditioned on the successful closing of the merger under the amended Agreement and Plan of Merger with **Decoy Therapeutics** and on his continued employment through the Closing Date. The bonus will be paid at or before the next payroll after closing.

This ties compensation directly to a clear milestone—deal completion—without adding ongoing obligations. The cost is a single cash outlay upon closing, creating a contained, one-time expense. Such contingent awards are common in transactions and are intended to focus management on execution while preserving cash until the event occurs.

Key watch item is the merger Closing Date; this payment only occurs if closing happens. If the deal closes, expect a non-recurring cash charge of $225,000 near that payroll cycle. If the deal does not close, no payment is due. Monitor subsequent 8-Ks on closing status and any additional change-in-control or retention arrangements over the near term.

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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): October 21, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on January 10, 2025, Salarius Pharmaceuticals, Inc. (the “Company”), entered into that certain Agreement and Plan of Merger, with Decoy Therapeutics MergerSub I,, Inc., Decoy Therapeutics MergerSub II, LLC, and Decoy Therapeutics, Inc. (“Decoy”), which was subsequently amended on March 28, 2025, June 10, 2025, July 18, 2025, July 29, 2025 and September 17, 2025 (as amended, the “Merger Agreement”).

On October 21, 2025, the Board of Directors of the Company approved the grant of a transaction bonus to Mark J. Rosenblum, the Company’s Acting Chief Executive Officer, Executive Vice President and Chief Financial Officer, pursuant to which Mr. Rosenblum will be entitled to receive a cash bonus in the amount of $225,000 following the closing of the transactions contemplated by the Merger Agreement (the “Closing Date”). Payment of the transaction bonus will be subject to Mr. Rosenblum’s continued employment with the Company through the Closing Date, and will be paid at or prior to the Company’s next payroll payment date following the Closing Date.

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: October 21, 2025

By:

/s/ Mark J. Rosenblum

Mark J. Rosenblum Acting Chief Executive Officer Executive Vice President & Chief Financial Officer