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

Rhea-AI Filing Summary

Gilead Sciences (GILD) – Form 4 insider transaction: Chairman & CEO Daniel P. O’Day sold a total of 10,000 common shares on 28 Jul 2025 under a Rule 10b5-1 trading plan adopted 28 Feb 2025.

• Sales executed in two blocks: 1,655 sh @ $113.17 avg and 8,345 sh @ $114.09 avg, implying total proceeds of roughly $1.13 million.
• Post-sale direct ownership falls to 605,725 shares, down ~1.6 % from 615,725 pre-trade.
• No derivative transactions were reported.

The modest size and pre-planned nature of the sale suggest limited informational value, but investors often monitor CEO transactions for sentiment cues.

Insights

Securities Analyst

TL;DR: Small, pre-planned CEO sale; neutral signal.

O’Day’s 10k-share sale represents <2 % of his stake and was executed under a 10b5-1 plan, limiting discretionary timing. With >600k shares still held, alignment with shareholders remains high. The dollar amount is immaterial to GILD’s $140 bn market cap, so trading liquidity and valuation impact are negligible. I view this filing as routine and do not change my model or rating.

Corporate Governance Expert

TL;DR: Governance-compliant sale; watch pattern, not event.

The filing reflects good governance: advance 10b5-1 adoption and transparent price ranges. Frequency and aggregate volume of future sales will matter more than this isolated transaction. No red flags on ownership commitment; O’Day retains substantial skin in the game.

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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 29, 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 1.01. Entry into Material Definitive Agreement.

As previously disclosed, Salarius Pharmaceuticals, Inc. (the “Company”) entered into an Agreement and Plan of Merger dated January 10, 2025, as previously amended by the First Amendment on March 28, 2025, by the Second Amendment on June 10, 2025 and by the Third Amendment on June 18, 2025 (as amended, collectively, the “Merger Agreement”) with Decoy Therapeutics MergerSub I, Inc., Decoy Therapeutics MergerSub II, LLC, and Decoy Therapeutics Inc. (“Decoy”).

On July 29, 2025, the Company entered into a Fourth Amendment to Agreement and Plan of Merger (the “Fourth Amendment”) to modify the conversion terms of the Company’s form of Certificate of Designations of Series A Non-Voting Convertible Preferred Stock and Series B Non-Voting Convertible Preferred Stock (collectively, the “Preferred Stock”) to induce consent and conversion by the holders of certain convertible and non-convertible notes of Decoy. Specifically, the Fourth Amendment modifies the Certificate of Designations for each series of Preferred Stock to (i) remove the $2 million threshold requirement for triggering a “subsequent financing” under Section 7(e) that results in a proportional adjustment to the conversion ratio, (ii) change the conversion price adjustment calculation from a weighted average pricing mechanism to the actual per share offering price in any subsequent financing, and (iii) eliminate the one-year limitation on adjustments to the conversion ratio such that the adjustment will apply until such time as the Company’s stockholders approve the conversion of the Preferred Stock and the Company meets applicable Nasdaq initial listing standards.

Except as modified by The Fourth Amendment, the terms of the Merger Agreement remain in full force and effect.

The foregoing descriptions of Fourth Amendment and the Preferred Stock are not complete and are qualified in their entirety by reference to the full text of Fourth Amendment and the Certificate of Designations for each series of Preferred Stock, copies of which are filed as Exhibit 2.1, Exhibit 2.2 and 2.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.																											Description
2.1																											Fourth Amendment to the Agreement and Plan of Merger, dated as of July 29, 2025, by and among Salarius Pharmaceuticals, Inc., Decoy Therapeutics, Inc., Decoy Therapeutics MergerSub I, Inc. and Decoy Therapeutics MergerSub II, LLC.
2.2																											Form of Certificate of Designation of Series A Non-Voting Convertible Preferred Stock.
2.3																											Form of Certificate of Designation of Series B Non-Voting Convertible Preferred Stock.
104																											Cover Page Interactive Data File (embedded within the inline XBRL document)

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 29, 2025

By:

/s/ Mark J. Rosenblum

Mark J. Rosenblum Executive Vice President & Chief Financial Officer

FAQ

How many GILD shares did CEO Daniel O’Day sell?

He sold 10,000 common shares on 28 Jul 2025.

What were the sale prices for the GILD insider transaction?

Average prices were $113.17 for 1,655 shares and $114.09 for 8,345 shares.

Was the sale executed under a 10b5-1 plan?

Yes, the trades were made pursuant to a Rule 10b5-1 plan adopted on 28 Feb 2025.

How many Gilead shares does the CEO now own?

After the sale, Daniel O’Day directly owns 605,725 shares of GILD.

Does this filing indicate a major change in insider ownership?

No, the sale reduced holdings by ~1.6 %, a relatively small change.