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.
Decoy Therapeutics filings document the public-company transition from Salarius Pharmaceuticals and related material events for its common stock. Recent 8-K reports cover Nasdaq minimum-bid compliance, a completed reverse stock split, amendments to the certificate of incorporation, and changes to rights of security holders.
The filings also record shareholder voting matters, including approval of an equity incentive plan and reverse-split authority, as well as executive employment agreements and compensatory arrangements. These disclosures frame the company's governance, capital structure, listing status, and common-stock structure.
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.