Salarius (SLRX) Announces 1-for-15 Reverse Stock Split, Trades Adjusted

Salarius Pharmaceuticals, Inc. effected a 1-for-15 reverse stock split of its common stock, effective August 15, 2025 at 5:00 p.m. Eastern Time.

Rhea-AI Filing Summary

Salarius Pharmaceuticals, Inc. effected a 1-for-15 reverse stock split of its common stock, effective August 15, 2025 at 5:00 p.m. Eastern Time. Beginning with the opening of trading on August 18, 2025, the Company’s common stock will trade on the Nasdaq Capital Market on a split-adjusted basis under new CUSIP 79400X503. Each fifteen issued and outstanding shares were combined into one share; no fractional shares will be issued. Stockholders otherwise entitled to fractional shares will receive cash in lieu based on the closing price on the Effective Date. The reverse split does not change the number of authorized shares or par value of common or preferred stock. Outstanding options, warrants and the share reserve under the 2015 Employee Stock Purchase Plan will be adjusted in accordance with their terms. A press release announcing the reverse split was issued on August 14, 2025 and filed as Exhibit 99.1.

Positive

• Uniform application: The reverse split applies equally to all holders, preserving ownership percentages except for fractional-share cash settlements.
• No change to authorized shares or par value: The amendment does not reduce authorized common or preferred shares or change par values, keeping capital structure capacity intact.
• Derivatives and plans adjusted: Outstanding options, warrants, and the 2015 ESPP reserve will be adjusted per their terms, maintaining contractual consistency.

Negative

• Fractional-share cash settlement: Stockholders entitled to fractional shares will receive cash in lieu based on the closing price on the Effective Date, which may affect small holders.

Insights

Financial Analyst

TL;DR: A 1-for-15 reverse split consolidates the share base and updates trading identifiers; effects are structural, not an operational change.

The reverse stock split reduces the number of outstanding common shares by consolidating every 15 shares into one, and updates the company’s CUSIP for split-adjusted trading. This action does not change authorized shares or par value, and equity-linked instruments (options, warrants, ESPP reservations) will be adjusted per their terms. Fractional-share entitlements will be settled in cash based on the closing price on the Effective Date, which affects small shareholders mechanically rather than altering ownership percentages materially. Overall, the filing describes a corporate capitalization adjustment with no direct disclosure of operational or financial performance impacts.

Corporate Governance Expert

TL;DR: The amendment is a routine capital-structure action; governance and shareholder rights remain unchanged except for fractional-share cash-outs.

The Certificate of Amendment implements a reverse split identical for all holders and leaves authorized capital and par values intact, meaning shareholder class rights are preserved. The filing notes standard adjustments to derivative securities and employee plan reserves, and references a press release and filed Exhibit 3.1/99.1 for full text. This is a governance-level capitalization change rather than a transaction affecting board composition, charter rights, or authorized share counts.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/15/2025 - 11:03 AM Learn about SEC filing dates

0001615219FALSE12/312450 Holcombe Blvd.Suite XHoustonTX00016152192025-08-152025-08-15

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): August 15, 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 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 15, 2025, Salarius Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s amended and restated certificate of incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware, to effect a 1-for-15 reverse stock split (the “reverse split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), effective at 5:00 p.m. Eastern Time on that date (the “Effective Date”). Beginning with the opening of trading on August 18, 2025, the Company’s Common Stock will trade on the Nasdaq Capital Market on a split-adjusted basis under a new CUSIP number 79400X503.

As a result of the reverse split, each fifteen shares of the Company’s Common Stock issued and outstanding will be automatically combined and converted into one issued and outstanding share of Common Stock. No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise be entitled to a fractional share of Common Stock will instead receive cash in lieu of fractional shares based on the closing price per share of the Company’s Common Stock as quoted on the Nasdaq Capital Market on the Effective Date (as adjusted to give effect to the reverse split).

The reverse split will not reduce the number of authorized shares of Common Stock or preferred stock (the “Preferred Stock”), or change the par values of the Company’s Common Stock or Preferred Stock. The reverse split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the reverse split would result in some of the stockholders receiving cash in lieu of fractional shares). All outstanding options and warrants entitling their holders to purchase shares of the Company’s Common Stock will be adjusted as a result of the reverse split, in accordance with the terms of each such security. In addition, the number of shares reserved for future issuance pursuant to the Company’s 2015 Employee Stock Purchase Plan, as amended, will also be appropriately adjusted.

The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the reverse split and the timing thereof. The risks and uncertainties relating to the Company include general market conditions as well as other risks detailed from time to time in the Company’s Securities and Exchange Commission filings, including in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this Current Report on Form 8-K.

Item 8.01 Other Events.

On August 14, 2025, the Company issued a press release announcing the reverse split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.									Description
3.1									Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Salarius Pharmaceuticals, Inc., effective August 15, 2025
99.1									Press Release of Salarius Pharmaceuticals, Inc., dated August 14, 2025
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: August 15, 2025

By:

/s/ Mark J. Rosenblum

Mark J. Rosenblum Executive Vice President & Chief Financial Officer