Every 8-K that Salarius Pharmaceuticals, Inc. (SLRX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SLRX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SLRX filings page.
Decoy Therapeutics Inc. set July 14, 2026 as the date of its 2026 Annual Meeting of Stockholders. Stockholders of record at the close of business on May 22, 2026 will be entitled to receive notice of and vote at the meeting.
Because this meeting date is more than 30 days later than the prior year’s annual meeting, the company is resetting shareholder proposal and director nomination deadlines. Under Rule 14a-8 and the company’s bylaws, shareholder proposals and director nominations must be received by May 29, 2026 at the company’s Houston, Texas headquarters.
Decoy Therapeutics, Inc. has regained compliance with Nasdaq’s Listing Rule 5550(a)(2), known as the Minimum Bid Price Requirement. After receiving a Nasdaq notice in December 2025 for trading below $1.00, the company implemented a reverse stock split effective March 6, 2026.
The shares began trading on a split-adjusted basis on March 9, 2026, and the common stock then maintained a bid price of at least $1.00 for 10 consecutive business days, closing at $7.47 on March 20, 2026. On March 31, 2026, a Nasdaq Hearings Panel confirmed Decoy is in compliance with all applicable continued listing requirements.
The company will remain under a Mandatory Panel Monitor until March 31, 2027, meaning Nasdaq will closely review any future bid-price noncompliance and could initiate delisting proceedings if the minimum bid price standard is again breached.
Decoy Therapeutics Inc. is implementing a 1-for-12 reverse stock split of its common stock to help regain compliance with Nasdaq’s minimum $1.00 bid price requirement. The split becomes effective at 5:00 p.m. Eastern Time on March 6, 2026.
Every 12 issued and outstanding shares will be combined into one share, reducing outstanding common stock from approximately 6.38 million shares to approximately 532,000 shares, while authorized common shares remain at 100 million and par value stays $0.0001 per share. Trading on a split-adjusted basis on the Nasdaq Capital Market under the symbol DCOY and new CUSIP 79400X602 is expected to begin March 9, 2026.
All outstanding options, warrants, restricted stock units and shares reserved under equity plans will be adjusted proportionately. Fractional shares will be rounded down and paid in cash based on the March 6, 2026 closing price.
Decoy Therapeutics Inc. reported that stockholders approved all matters presented at a virtual special meeting held on February 24, 2026. The meeting had a quorum with 2,696,758 common shares represented. Stockholders approved the 2026 Equity Incentive Plan, providing a new framework for equity-based compensation.
They also approved a reverse stock split of outstanding common stock at a ratio between 1-for-4 and 1-for-15, with the exact ratio to be set at the board’s discretion. An adjournment proposal was approved as well, but the meeting did not need to be adjourned because sufficient votes were obtained for the main proposals.
Salarius Pharmaceuticals reports that Nasdaq has notified the company it is not in compliance with the exchange’s minimum bid price rule because the closing bid for its common stock was below $1.00 per share for the last 30 consecutive business days. Due to a prior reverse stock split within the last year and the company’s status under a Mandatory Panel Monitor, Salarius is not eligible for the standard 180‑day grace period normally allowed to regain compliance.
Nasdaq has determined that the company’s securities will be scheduled for delisting from The Nasdaq Capital Market and suspended at the opening of business on January 9, 2026, with a Form 25‑NSE to remove them from listing and registration, unless Salarius appeals by January 7, 2026. The company intends to request a hearing before a Nasdaq Hearings Panel and present plans to regain compliance, but it states there is no assurance of a favorable outcome or that its securities will remain listed.
Salarius Pharmaceuticals, Inc. (SLRX) entered into new employment agreements with three senior leaders on November 18, 2025. Frederick E. Pierce will serve as Chief Executive Officer, Dr. Barbara Hibner as Chief Scientific Officer, and Peter Marschel as Chief Business Officer.
Each executive will receive an annual base salary of $225,000 and is eligible for a target annual bonus equal to 35% of base salary, based on performance objectives set by the board’s compensation committee. They will also be able to participate in the company’s standard executive benefit plans, such as medical, dental, life and disability coverage, subject to potential future changes by the company.
If an executive is terminated without cause or resigns for good reason, the agreement provides severance equal to $225,000 plus nine months of COBRA premium reimbursements at active employee rates, conditioned on signing a release of claims. Termination for cause, death, disability, or resignation without good reason limits payments to accrued salary, unused vacation, applicable benefits and reimbursable expenses.
Salarius Pharmaceuticals, Inc. clarifies that its common stock remains listed and trading on the Nasdaq Capital Market under the ticker “SLRX”. The company became aware that certain financial data platforms, including Yahoo Finance and CapIQ, incorrectly reported that it had been delisted effective November 13, 2025, and has contacted them to correct this error.
The company notes that it regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price rule, as of a letter dated September 4, 2025, and later regained compliance with Nasdaq Listing Rule 5550(b)(1), the equity standard, as of an October 10, 2025 letter. Salarius also highlights that, following completion of its strategic merger with Decoy Therapeutics, Inc. on November 13, 2025, it continues to meet the continued listing requirements and has not received any non-compliance notice from Nasdaq.
Salarius Pharmaceuticals (SLRX) completed a public offering and closed its merger with Decoy Therapeutics. The offering, led by Ladenburg Thalmann, raised approximately $6.3 million in net proceeds. It included 2,514,335 common shares, pre-funded warrants for up to 2,152,331 shares, and Series A and Series B warrants each exercisable for up to 4,666,666 shares. The underwriter exercised its option for 665,729 additional shares plus 699,999 Series A and 699,999 Series B warrants. Pricing was $1.50 per common share with accompanying warrants and $1.4999 per pre-funded warrant with accompanying warrants.
Proceeds will advance R&D, repay certain Decoy promissory notes, and fund general corporate needs. Series A and B warrants are immediately exercisable at $1.50; Series A expires in five years and Series B in one year. Representative warrants cover 266,620 shares at $2.325. After closing, 4,231,846 common shares were outstanding, with pre-funded warrants for 2,152,331 additional shares. The Decoy merger closed, and anti-dilution terms reset the Series A and B preferred conversion ratio to 2,800‑to‑1, with conversion contingent on stockholder and Nasdaq approvals and subject to 4.99% (or 9.99%) beneficial ownership limits.
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.
Salarius Pharmaceuticals (SLRX) announced it has regained compliance with Nasdaq’s minimum stockholders’ equity requirement under Listing Rule 5550(b)(1), as confirmed by a Nasdaq Hearings Panel on October 10, 2025.
Nasdaq placed the company under a one-year Mandatory Panel Monitor starting October 10, 2025. If Salarius falls out of compliance with the equity standard during this monitoring period, Nasdaq staff will issue a delisting determination without allowing a compliance plan or cure period; Salarius would retain the right to request a hearing.
On October 13, 2025, the company issued a press release reiterating its compliance status.
Salarius Pharmaceuticals, Inc. reports that since June 30, 2025 it sold 434,882 shares of common stock for aggregate gross proceeds of $2.4M under its ATM agreement and 367,887 shares for aggregate gross proceeds of $3.8M under a private purchase agreement with C/M Capital Master Fund, LP. The company states these transactions increase its preliminary, unaudited stockholders' equity to exceed $2.5M, and it expects its quarterly report for the period ended September 30, 2025 to reflect equity above that threshold.
The company is awaiting Nasdaq's confirmation of compliance with the Exchange's Equity Standard. The equity estimate is preliminary, unaudited and subject to change as quarter-end closing procedures are completed. The filing includes standard forward-looking cautionary language about risks, including the company's prior Nasdaq noncompliance.
Salarius Pharmaceuticals amended its merger-related preferred stock terms on September 17, 2025 to change how conversion adjustments are calculated. The Fifth Amendment sets an Initial Issuance Price of $10.50 per share as the baseline for computing proportional conversion adjustments triggered by any dilutive subsequent financing, and it establishes a floor price of $3.75 per share as the lowest per-share price used in those price-protection calculations. The amendment also revises the Series B Preferred Stock redemption price to be the Initial Issuance Price multiplied by 1,000. Except for these modifications, the Merger Agreement remains in effect. The filing incorporates the full Fifth Amendment and the Certificates of Designations as exhibits.
Salarius Pharmaceuticals, Inc. reports that Nasdaq has notified the company it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). To meet this rule, Salarius’ common stock was required to maintain a closing bid price of at least $1.00 per share for 10 consecutive business days.
Nasdaq has placed Salarius under a one-year Mandatory Panel Monitor starting on September 4, 2025, during which any new bid price violation could trigger a delisting determination and another hearing process. The company remains out of compliance with Nasdaq Listing Rule 5550(b)(1), the equity standard, and has until October 20, 2025 to regain compliance with that requirement.
Salarius Pharmaceuticals (SLRX) reported Nasdaq noncompliance and actions taken to avoid delisting. The company effected a 1-for-15 reverse stock split on August 15, 2025 to address a sub-$1.00 closing bid price and expects to regain compliance with Nasdaq's Minimum Bid Price Requirement by the August 29, 2025 deadline. Nasdaq previously issued a Delisting Notice for failure to meet the $1.00 minimum bid and separately for failure to meet the Equity Standard based on its 2024 results. Salarius appealed and the Hearings Panel granted extensions contingent on scheduled milestones, with Nasdaq later extending the equity-compliance and minimum-bid deadlines. The filing contains forward-looking statements about regaining compliance and associated risks.
Salarius Pharmaceuticals, Inc. filed a Current Report on Form 8-K dated August 22, 2025 noting that, in connection with a Prospectus Supplement, the company is submitting a legal opinion from Hogan Lovells US LLP concerning the validity of the shares being registered. That legal opinion is attached as Exhibit 5.1 and is incorporated by reference under Item 9.01 (Financial Statements and Exhibits).
Salarius Pharmaceuticals, Inc. filed an amended current report to correct an immaterial mathematical error in its unaudited pro forma consolidated combined financial information related to its potential merger partner, Decoy Therapeutics Inc.
The correction applies to the pro forma balance sheet and statement of operations as of June 30, 2025 and December 31, 2024. The company states that no other parts of the original report are being changed and that the amendment does not provide any update on developments at Salarius or its subsidiaries since the original filing.
Salarius entered into an amended Merger Agreement to acquire Decoy Therapeutics in a two-step transaction under which Decoy would become a wholly owned subsidiary of Salarius. At closing, Decoy equity will be exchanged for a mix of Salarius common stock and newly designated Series A Preferred Stock, and certain Decoy noteholders will receive Series B Preferred Stock. Based on the agreed exchange ratio, legacy Salarius stockholders would retain approximately 7.6% of the combined company and Decoy stockholders would own approximately 92.4% before taking into account future financing dilution.
The Merger Closing is conditioned on minimum financing proceeds of at least $6.0 million (a Qualified Financing) and Salarius maintaining Nasdaq continued listing. Preferred shares have limited voting rights and technical conversion and redemption features, including mandatory redemptions tied to certain equity proceeds and conversion conditions linked to stockholder approval and achieving Nasdaq initial listing standards. The filing also describes Decoy's peptide-conjugate platform, development programs (broad respiratory antivirals, GPCR-targeted cancer conjugates, and P-PROTACs), existing grants/support including $6.5 million in non-dilutive grants, and associated regulatory, patent and manufacturing considerations.
On August 17, 2025, Salarius Pharmaceuticals, Inc. reported that its Board appointed Mark J. Rosenblum as acting Chief Executive Officer and designated him the company’s principal executive officer. The appointment follows the resignation of CEO David J. Arthur, who resigned without any reported disagreement with the company and will remain a director to support completion of the previously announced merger with Decoy Therapeutics Inc. Mr. Rosenblum, 72, will continue as Executive Vice President and Chief Financial Officer under his existing employment agreement; no new consulting or employment agreement was entered in connection with the appointment. The company also terminated Mr. Arthur’s consulting agreement effective immediately.
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.
On 18 Jul 2025 Salarius Pharmaceuticals (SLRX) executed a Third Amendment to its pending merger agreement with Decoy Therapeutics. The change enables certain Decoy note-holders to swap outstanding non-convertible promissory notes for newly created Series B Non-Voting Convertible Preferred Stock. The exchange ratio for Salarius (7.6%) and Decoy (92.4%) shareholders remains unchanged on a fully-diluted, pre-financing basis, thereby preserving previously disclosed ownership economics.
Key Series B terms: 1,000 common shares per preferred share (same as Series A) but (i) voluntary conversion any time after stockholder & Nasdaq listing approval, (ii) automatic conversion one year after such approval, (iii) mandatory redemption funded with 50% of net cash raised through Salarius’s existing ATM or equity line until all Series B shares are retired, and (iv) optional company-initiated redemption with seven days’ notice. Redemption price equals the lower of the S-1 offering price×1,000 or 1,000×weighted-average price of any subsequent ≥$2 m equity raise.
The amendment effectively converts Decoy debt into equity, reducing leverage and clearing a closing condition. However, earmarking half of future capital-raise proceeds for redemptions could constrain post-merger liquidity. All other merger terms remain intact; the note exchange will settle immediately after the merger closes.
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.