Salarius Pharmaceuticals Inc SEC Filings

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. (SLRX) filed a shelf registration (Form S-3) describing a range of securities it may offer, including common and preferred stock, warrants, debt and units. The prospectus explains that specific terms will be set in prospectus supplements and emphasizes reliance only on information incorporated by reference. It discloses two reverse stock splits—1-for-8 effective June 14, 2024, and a 1-for-15 effective at 5:00 p.m. ET on August 15, 2025—and states historical per-share amounts are adjusted accordingly. The document lists extensive forward-looking topics the company may discuss, including clinical development, financing needs, Nasdaq listing compliance, and liquidity. It describes governance and anti-takeover provisions in the charter and bylaws, voting and dividend rights of common stock, Series B preferred conversion mechanics (1 preferred share converts into 1,000 common shares subject to beneficial ownership limits and timing conditions), and references incorporated SEC reports and audited Decoy financials that include a going-concern explanatory paragraph.

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.

Salarius Pharmaceuticals, Inc. reported a six-month net loss of $2.67 million and a quarter-end cash balance of $794,886 as of June 30, 2025, with an accumulated deficit of $84.6 million. Operating expenses declined year-over-year driven by cost-savings actions and curtailed sponsored trials, reducing six-month R&D to $191,915 and G&A to $2.49 million. Working capital was negative and stockholders' equity was a deficit of $829,724 at June 30, 2025.

The filing discloses material liquidity and listing risks: Nasdaq notified the company of noncompliance with minimum bid-price and equity standards and a Hearings Panel granted time-limited extensions contingent on milestones. Salarius entered a merger agreement with Decoy and amended terms that materially reduce legacy Salarius ownership to 7.6% post-merger under Amendment No.2. Subsequent to quarter-end, Salarius sold shares under its ELOC for gross proceeds of approximately $3.8 million, and stockholders approved removal of the ELOC exchange cap and a possible reverse split.