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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Other Events As previously reported, on December 31, 2025, Decoy Therapeutics Inc. (the “Company”) received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price of the Company’s common stock (the “Common Stock”) for the last 30 consecutive business days was lower than the minimum bid price requirement of $1.00 per share (the “Minimum Bid Price Requirement”). Pursuant to…
Material Modification to Rights of Security Holders. To the extent required by
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 31, 2025, Salarius Pharmaceuticals, Inc. (the “Company”) received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq listing rule 5550(a)(2) because the closing bid price of the Company’s common stock for the last 30 consecutive business days was lower than the minimum bid price requirement of $1.…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 18, 2025, the Company and each of Mr. Frederick E. Pierce, Dr. Barbara Hibner and Mr. Peter Marschel entered into employment agreements (the “Employment Agreements”) to serve as Chief Executive Officer, Chief Scientific Officer, and Chief Business Officer, respectively (collectively, the “Executive Officers”). The Employment Agreements…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Directors In accordance with the Merger Agreement, on November 12, 2025, in connection with the closing of the Merger, Mr. Frederick E. Pierce was appointed to the Company’s Board of Directors as a Class II director to fill the vacancy created by the resignation of Dr. Bruce J. McCreedy, who resigned from the Board of Directors on November 12, 2025…
above. Series A Preferred Stock Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal to, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of Common Stock. Except as provided in the Series A Certificate of Designation or as otherwise required by law, the Series A Preferred Stock does not have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding…
Unregistered Sales of Equity Securities Pursuant to the Merger Agreement, the Company issued shares of Series A and Series B Preferred Stock. The information contained in
Material Modification to Rights of Security Holders. The information contained in
Entry into a Material Definitive Agreement On November 11, 2025, Salarius Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as the sole underwriter (the “Representative”), relating to the issuance and sale in a public offering (the “Offering”) of: (i) 2,514,335 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to 2,152,331…
Other Events On November 11, 2025, the Company issued a press release announcing the pricing of the Offering, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On November 13, 2025, the Company issued a press releasing announcing the closing of the Merger, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Forward-Looking Statements This Current Report on Form 8…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, on January 10, 2025, Salarius Pharmaceuticals, Inc. (the “Company”), entered into that certain Agreement and Plan of Merger, with Decoy Therapeutics MergerSub I,, Inc., Decoy Therapeutics MergerSub II, LLC, and Decoy Therapeutics, Inc. (“Decoy”), which was subsequently amended on March 28, 2025, June 10, 2025, July 18, 2025…
Entry into Material Definitive Agreement. As previously disclosed, Salarius Pharmaceuticals, Inc. (the “Company”) entered into an Agreement and Plan of Merger dated January 10, 2025, as previously amended by the First Amendment on March 28, 2025, by the Second Amendment on June 10, 2025, by the Third Amendment on June 18, 2025, and by the Fourth Amendment on July 29, 2025 (as amended, collectively, the “Merger Agreement”) with Decoy Therapeutics MergerSub I, Inc., Decoy Therapeutics MergerSub…
Material Modification to Rights of Security Holders. The information set forth under
Other Events. On August 22, 2025, Salarius Pharmaceuticals, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to its effective registration statement on Form S-3 (File No. 333-266589) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission on August 5, 2022 and declared effective by the SEC on August 16, 2022, covering the registered offering of up to $2,600,000 of shares of common stock, par value $0.0001 per share, of the Company…
Other Events DESCRIPTION OF BUSINESS OF DECOY THERAPEUTICS INC. Overview of Decoy’s and the Combined Company’s Proposed Business Decoy’s proprietary IMP 3 ACT TM platform ( I mmediate P eptide/ P PMO/ P- PROTAC A lpha-helical C onjugate T echnology) represents a paradigm shift in peptide conjugate drug discovery and manufacturing, leveraging machine learning (ML) and artificial intelligence (AI) tools alongside high- speed synthesis techniques to rapidly engineer, optimize and manufacture pep…
Unregistered Sales of Equity Securities 4 58582473.18 To the extent required by
Entry into a Material Definitive Agreement Merger Agreement 2 58582473.18 On January 10, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Decoy Therapeutics MergerSub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Decoy Therapeutics MergerSub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Decoy. Pursuant to the Merger Agreement, the Compan…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 17, 2025, the Board of Directors (the “Board”) of Salarius Pharmaceuticals, Inc. (the “Company”) appointed Mark J. Rosenblum as the acting Chief Executive Officer of the Company and designated him as the Company’s “principal executive officer” (the “Acting CEO Appointment”). Mr. Rosenblum will also continue serving in his role as Executiv…
Material Modification to Rights of Security Holders. To the extent required by
Unregistered Sales of Equity Securities. In transactions from July 10, 2025 through July 30, 2025, Salarius issued and sold a total of 5.5 million shares of its common stock for gross proceeds of approximately $3.8 million pursuant to that certain Securities Purchase Agreement, dated December 12, 2024, by and between C/M Capital Master Fund, LP (the “Investor”) and Salarius (the “Purchase Agreement”), as previously described in the Company’s Current Report on Form 8-K filed with the Securitie…
Results of Operations and Financial Condition On July 31, 2025, Salarius Pharmaceuticals, Inc. (“Salarius”) disclosed that, for the three-month period ended June 30, 2025, Salarius expects to report a net loss of approximately $900,000. As of June 30, 2025, Salarius had approximately $800,000 of cash and cash equivalents. Subsequent to June 30, 2025, Salarius issued approximately 5.5 million shares of its common stock pursuant to its existing “equity line of credit” for gross proceeds of appr…
Material Modification to Rights of Security Holders. The information set forth under
Entry into Material Definitive Agreement. As previously disclosed, Salarius Pharmaceuticals, Inc. (the “Company”) entered into an Agreement and Plan of Merger dated January 10, 2025, as previously amended by the First Amendment on March 28, 2025, by the Second Amendment on June 10, 2025 and by the Third Amendment on June 18, 2025 (as amended, collectively, the “Merger Agreement”) with Decoy Therapeutics MergerSub I, Inc., Decoy Therapeutics MergerSub II, LLC, and Decoy Therapeutics Inc. (“Dec…
Material Modification to Rights of Security Holders. The information set forth under
Entry into Material Definitive Agreement. As previously disclosed, Salarius Pharmaceuticals, Inc. (the “Company”) entered into an Agreement and Plan of Merger dated January 10, 2025, as previously amended by the First Amendment on March 28, 2025 and by the Second Amendment on June 10, 2025 (as amended, collectively, the “Merger Agreement”) with Decoy Therapeutics MergerSub I, Inc., Decoy Therapeutics MergerSub II, LLC, and Decoy Therapeutics Inc. (“Decoy”). Under the Second Amendment, the rel…
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