M&A - Salarius Pharmaceuticals, Inc.

Form Type: S-1/A

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000162828025027131

Filing Summary: Salarius Pharmaceuticals, Inc. has filed Amendment No. 2 to its Form S-1 registration statement, primarily to update business and financial information and to respond to SEC comments. The document outlines Salarius’ engagement in a merger with Decoy Therapeutics Inc., detailed in a Merger Agreement dated January 10, 2025. This transaction is structured as a stock-for-stock exchange, where all of Decoy's outstanding equity interests will be converted into Salarius common stock and newly designated Preferred Stock. The merger stipulates that based on the agreed exchange ratio, Salarius legacy stockholders will retain approximately 14.1% ownership, while Decoy stockholders will hold roughly 85.9% post-merger. The completion of the merger is contingent upon securing minimum financing of at least $6 million and maintaining Salarius’ common stock listing on Nasdaq. The anticipated merger closing is expected to coincide with this public offering. The filing also addresses key financial metrics, risks, and the implications of Salarius' status as a smaller reporting company.

Form Type: 10-Q

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000161521925000048

Filing Summary: Salarius Pharmaceuticals, Inc. is engaged in a proposed merger with Decoy Therapeutics Inc., structured as a two-step merger where Decoy will become a wholly owned subsidiary of Salarius. The merger is subject to certain conditions including the completion of financing transactions that yield at least $6.0 million in proceeds. Current cash resources raise concerns about Salarius' ability to sustain operations through mid-2025, and failure to secure the necessary financing or complete the merger could lead to liquidation. The report highlights ongoing operational losses and strategic alternatives being explored to enhance stockholder value. Forward-looking statements are included pointing to the risks associated with the merger completion and capital adequacy.

Form Type: 8-K

Filing Date: 2025-04-25

Corporate Action: Merger

Type: Update

Accession Number: 000161521925000045

Filing Summary: On April 23, 2025, Salarius Pharmaceuticals, Inc. received a notice from The Nasdaq Stock Market LLC indicating non-compliance with listing rule 5550(a)(2) due to the closing bid price of its common stock being below the minimum bid price requirement of $1.00 per share for the previous 30 business days. The company is also not eligible for a compliance period due to having executed a reverse stock split within the last year. On March 26, 2025, the company was notified of non-compliance with Nasdaq Listing Rule 5550(b)(1), which requires maintaining a minimum of $2.5 million in stockholders' equity. Salarius has until May 12, 2025, to regain equity compliance or submit a compliance plan. However, the notice warns that due to the missed bid price requirement, Nasdaq will not accept a compliance plan, and the securities face delisting on May 2, 2025, unless an appeal is made by April 30, 2025. The company plans to appeal this delisting and intends to present a strategy for compliance related to a planned merger with Decoy Therapeutics Inc., although no assurances can be made that the appeal will be successful or that the listing will be maintained.

Form Type: S-1/A

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000162828025018065

Filing Summary: Salarius Pharmaceuticals, Inc. is making an update to its Form S-1 registration statement as it pertains to a merger with Decoy Therapeutics Inc. This document outlines the significant terms of the merger agreement dated January 10, 2025, which includes stock-for-stock transactions where Decoy's equity interests will be exchanged for a combination of Salarius common stock and new Series A Preferred Stock. The merger aims for Salarius' legacy stockholders to retain approximately 14.1% of the merged company, while Decoy stockholders would own around 85.9%. The merger is contingent upon raising a minimum of $6 million in financing and maintaining Salarius' listing on Nasdaq. The company is also conducting a public offering of common stock and pre-funded warrants to facilitate this financing. A special stockholder meeting will be called following the merger to approve the conversion of the Series A Preferred Stock into common stock. Salarius is reported as a smaller reporting company under federal securities laws and is subject to reduced public reporting requirements. The company emphasizes investment risks and includes detailed information on expected business operations and financial metrics post-merger. The current market price of Salarius' stock is approximately $0.6262, representing the latest trading activities.

Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000161521925000040

Filing Summary: On March 28, 2025, Salarius Pharmaceuticals, Inc. filed an 8-K form to update details regarding their merger agreement with Decoy Therapeutics Inc. The update includes the execution of Amendment No. 1 to the original Merger Agreement, which fixes the ownership percentages of the combined company at 14.1% for Salarius’s legacy stockholders and 85.9% for Decoy’s legacy stockholders, based on a base value of $28.0 million for Decoy. This amendment eliminates the previous adjustment based on the balance sheet cash available at Closing. Additionally, the Company received a notice from Nasdaq that they will be non-compliant with continued listing requirements due to failing to meet the minimum stockholders' equity standard. The Company has until May 12, 2025, to regain compliance or submit a plan to Nasdaq for extension.

Form Type: 10-K

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000161521925000037

Filing Summary: Salarius Pharmaceuticals, Inc. has announced significant developments in its business, particularly concerning its merger with Decoy Therapeutics Inc., a strategic move aimed at maximizing stockholder value amidst financial challenges. The company reported that it is focused on the merger following a comprehensive review of strategic alternatives, leading to the execution of a Merger Agreement on January 10, 2025. The merger involves merging Salarius with Decoy Therapeutics, where Decoy will become a wholly owned subsidiary of Salarius. Salarius is currently navigating financial obligations and liquidity challenges, which hinge on the successful completion of this merger to avoid potential liquidation. The completion of the merger depends on meeting certain financial conditions, including securing a minimum of $6.0 million in financing. Should these conditions not be met, Salarius may have to consider dissolution. Moreover, Salarius announced it is facing risks associated with its operational continuity as it has not generated revenue from product sales, and this merger is critical for its future. The 10-K report details uncertainties related to the transaction and the company's ongoing product development efforts, particularly in oncology therapeutics, as they adapt to new regulatory hurdles and market demands. The document served both as a comprehensive annual report and a window into the company’s strategic directions and financial health for the fiscal year ended December 31, 2024.

Form Type: 424B5

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000161521925000029

Filing Summary: Salarius Pharmaceuticals, Inc. has announced a merger with Decoy Therapeutics, Inc. on January 10, 2025. The merger involves Salarius combining with Decoy, where Decoy will become a wholly owned subsidiary of Salarius. The merger is structured as a stock-for-stock transaction involving an exchange of shares based on certain valuations—Decoy valued at $28 million and Salarius at $4.6 million. This merger aims to leverage Decoy's innovative peptide conjugate technology to enhance Salarius's development pipeline and address significant unmet medical needs in oncology and infectious diseases. The Agreement and Plan of Merger were made after a strategic review conducted by Salarius, indicating that without the merger, Salarius faced potential liquidation. Additionally, the merger will include issuance of Series A Preferred Stock with economic rights equivalent to common stock but limited voting rights. The Salarius board believes the merger presents favorable terms and agreements through arm’s length negotiations. The document notes the importance of obtaining stockholder approval for the merger and associated matters, including the conversion of preferred stock and a potential reverse stock split. As of March 7, 2025, the company is preparing for these requirements prior to proceeding with the merger execution.

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000161521925000004

Filing Summary: On January 10, 2025, Salarius Pharmaceuticals, Inc. entered into a definitive merger agreement with Decoy Therapeutics Inc., which involves combining their businesses. The merger is structured as a stock-for-stock transaction, where Decoy will merge with a wholly-owned subsidiary of Salarius, with Decoy remaining as a wholly-owned subsidiary. The Merger Agreement outlines that Decoy's outstanding equity interests will be exchanged for consideration of Salarius common stock and newly designated Series A Preferred Stock, alongside the assumption of Decoy's stock options. The expected ownership post-merger will see Decoy stockholders owning approximately 85.9% of Salarius and existing Salarius stockholders retaining about 14.1%. Key terms include conditions like achieving a minimum financing goal of $6.0 million and maintaining the Nasdaq listing for common stock. Additionally, there are provisions for stockholder meetings to approve conversion of preferred shares, a new equity incentive plan, and potentially a reverse stock split. Furthermore, Salarius issued cash to cancel a warrant during the transaction, and both sides have entered into support agreements to vote in favor of the merger and related matters. The overall transaction aims to position the combined company competitively in the biopharmaceutical space, focusing on innovative drug development using Decoy’s proprietary technology platform. Forward-looking statements highlight the risks and conditions surrounding the merger’s completion.