Welcome to our dedicated page for Salarius Pharmaceuticals SEC filings (Ticker: SLRX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Salarius Pharmaceuticals, Inc. (NASDAQ: SLRX) SEC filings page aggregates the company’s official submissions to the U.S. Securities and Exchange Commission, providing structured access to the regulatory record behind its transformation and financing activities. These documents include current reports on Form 8‑K, registration statements on Form S‑1, and proxy materials on Schedule 14A, among others.
For this issuer, Form 8‑K filings are particularly important. They detail key events such as the completion of the strategic merger with Decoy Therapeutics, the issuance of Series A and Series B Non‑Voting Convertible Preferred Stock, underwritten public offerings of common stock and warrants, reverse stock split implementation, Nasdaq listing compliance updates and notices related to minimum bid price and equity standards. One 8‑K filed in early 2026 describes a Nasdaq notice regarding non-compliance with the minimum bid price requirement and the company’s stated intention to appeal a delisting determination to a Nasdaq Hearings Panel.
Registration statements on Form S‑1 and their amendments outline the terms of public offerings, including the number of shares, pre-funded warrants, Series A and Series B warrants and representative warrants, as well as intended use of proceeds such as advancing research and development programs and addressing Decoy promissory notes. The DEF 14A definitive proxy statement provides insight into corporate governance, board elections, executive compensation proposals and the conduct of the 2025 Annual Meeting of Stockholders.
On Stock Titan, these filings are paired with AI-powered summaries that explain complex structures in accessible language, highlighting elements such as the preferred stock conversion mechanics tied to the Decoy merger, conditions for Nasdaq initial listing standards, and the implications of reverse stock splits and listing notices. Users can quickly locate quarterly and annual reports when available, review historical and current 8‑Ks, and examine equity and warrant terms without reading every page of the original documents.
Because insider transaction information for SLRX, when filed on Form 4 or related ownership forms, also appears in the SEC’s EDGAR system, this page serves as a starting point for tracking changes in beneficial ownership alongside the broader corporate actions disclosed by Salarius and its successor branding as Decoy Therapeutics.
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 (SLRX) amended its S-1 to register a financing tied to a two-step merger with Decoy Therapeutics. The transaction contemplates issuance of newly designated Series A and Series B preferred stock to Decoy stockholders and certain Decoy noteholders, with conversion economics tied to an assumed offering price of $5.27 per share and a Qualified Financing minimum of $6.0 million. Amendment No. 1 fixed a prior exchange ratio such that Salarius legacy stockholders would retain approximately 14.1% and Decoy legacy stockholders 85.9% on a fully diluted basis, before additional financing dilution.
The filing discloses significant near-term risks: Nasdaq has sent delisting notices and a Hearings Panel granted extensions subject to milestones; investors would face immediate dilution (pro forma adjusted net tangible book value would be $1.45 per share versus the offering price of $5.27), there is no public market for the offered warrants, and conversion of the Preferred Stock is conditioned on Nasdaq initial listing approval and stockholder votes. The combined company will depend on additional financings and faces customary merger and clinical-development risks.
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 Pharmaceuticals (SLRX) is offering up to $2.6 million of common stock in an "at the market" program through Ladenburg, which would pay a 3.0% sales commission. The company reported a public float of $9,160,686 based on 508,927 shares and used a $18.00 per-share reference price from June 24, 2025; the last reported trade was $5.66 on August 19, 2025. Salarius disclosed an agreement to merge with Decoy Therapeutics, with closing conditioned on minimum financing proceeds of at least $6.0 million and continued Nasdaq listing.
Salarius faces Nasdaq noncompliance notices for minimum bid price and stockholders’ equity, received Hearings Panel extensions, implemented a 1:15 reverse split on August 15, 2025, and disclosed auditor opinions noting substantial doubt about its ability to continue as a going concern. The prospectus quantifies immediate dilution to new investors of $0.18 per share and pro forma net tangible book value of $5.48 per share after the offering.
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.