Salarius Pharmaceuticals Files 8-K with Material Agreement

TL;DR

Salarius Pharma signed a big deal, filed financials & equity sales. Details scarce.

AI Summary

On December 12, 2024, Salarius Pharmaceuticals, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This filing follows a period of significant corporate activity, including a name change from Flex Pharma, Inc. on July 30, 2014.

Why It Matters

This 8-K filing indicates Salarius Pharmaceuticals has entered into a significant agreement, which could impact its future operations and financial standing. Investors should look for further details on the nature and terms of this agreement.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks if not managed properly.

Key Numbers

• 001-36812 — SEC File Number (Identifies the company's filing history with the SEC.)
• 46-5087339 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Salarius Pharmaceuticals, Inc. (company) — Registrant
• Flex Pharma, Inc. (company) — Former company name
• December 12, 2024 (date) — Date of earliest event reported
• 20241212 (date) — Date as of change
• 20241213 (date) — Filed as of date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 SLRX The Nasdaq Capital Market Indi
• $10 million — ed to purchase, up to the lesser of (i) $10 million of newly issued shares (the "Purchase S
• $1.00 — mmon Stock was equal to or greater than $1.00 (the "Purchase Date"), the Company may
• $200,000 — tock (a "Fixed Purchase") not to exceed $200,000, at a purchase price equal to the lesse
• $2,500,000 — e Purchaser to the Company that exceeds $2,500,000, unless such limitation is waived by th

Filing Documents

• flks-20241212.htm (8-K) — 47KB
• slrx-ex101xsecuritiespurch.htm (EX-10.1) — 323KB
• slrx-ex102xregistrationrig.htm (EX-10.2) — 120KB
• 0001615219-24-000092.txt ( ) — 694KB
• flks-20241212.xsd (EX-101.SCH) — 2KB
• flks-20241212_lab.xml (EX-101.LAB) — 21KB
• flks-20241212_pre.xml (EX-101.PRE) — 12KB
• flks-20241212_htm.xml (XML) — 3KB

01

Item 1.01. Entry into Material Definitive Agreement. Securities Purchase Agreement On December 12, 2024, Salarius Pharmaceuticals, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with C/M Capital Master Fund, LP (the "Purchaser"), pursuant to which the Company, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to the lesser of (i) $10 million of newly issued shares (the "Purchase Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock") and (ii) the Exchange Cap (as defined below). As consideration for the Purchaser's execution and delivery of the Purchase Agreement, the Company has agreed to issue to the Purchaser, simultaneously with the delivery of any and all Purchase Shares purchased under the Purchase Agreement, a number of shares of Common Stock equal to one percent (1%) of the number of Purchase Shares actually sold in each sale under the Purchase Agreement (the "Commitment Shares" and, together with the Purchase Shares, the "Securities"). The Company does not have a right to commence any sales of Common Stock to the Purchaser under the Purchase Agreement until the time when all of the conditions to the Company's right to commence sales of Common Stock to the Purchaser set forth in the Purchase Agreement have been satisfied, including that a registration statement covering the resale of the Securities is declared effective by the Securities and Exchange Commission (the "SEC") and the final form of prospectus contained therein is filed with the SEC (the "Commencement Date"). Over the 36-month period from and after the Commencement Date (unless the Purchase Agreement is terminated earlier in accordance with its terms), the Purchaser has no right to require the Company to sell any shares of Common Stock to the Purchaser, but the

02

Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1* Securities Purchase Agreement, dated December 12, 2024, by and between Salarius Pharmaceuticals, Inc. and C/M Capital Master Fund, LP. 10.2* Registration Rights Agreement, dated December 12, 2024, by and between Salarius Pharmaceuticals, Inc. and C/M Capital Master Fund, LP. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SALARIUS PHARMACEUTICALS, INC. Date: December 12, 2024 By: /s/ Mark J. Rosenblum Mark J. Rosenblum Executive Vice President & Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR