Salarius Pharmaceuticals, INC. 8-K Filing

Ticker: DCOY · Form: 8-K · Filed: Jan 13, 2025 · CIK: 1615219

Sentiment: neutral

Filing Stats: 4,453 words · 18 min read · ~15 pages · Grade level 15.9 · Accepted 2025-01-13 08:09:31

Key Financial Figures

Filing Documents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K contains forward-looking statements regarding Salarius, Decoy, the proposed Merger (as defined below), pre-merger financing and other matters, including without limitation, statements relating to the satisfaction of the conditions to and consummation of the Merger, the expected timing of the closing (the "Closing"), the expected ownership percentages of the combined company and Salarius' estimates of its expected net cash at Closing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Salarius, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "should," "would," "expect," "anticipate," "plan," "likely," "believe," "estimate," "project," "intend," and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the conditions to the Closing are not satisfied, including uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Salarius and Decoy to consummate the Merger, including completing a Qualified Financing (as defined below); and risks related to Salarius' ability to correctly estimate its expected net cash at Closing and estimate and manage its operating expenses and its expenses associated with the proposed Merger pending Closin

01. Entry into a Material Definitive Agreement

Item 1.01. 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 Company will combine with Decoy (the "Merger") by causing First Merger Sub to be merged with and into Decoy, with Decoy surviving the merger as a wholly owned subsidiary of the Company (the "First Merger"). Immediately following the First Merger, Decoy will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity and continuing under the name "Decoy Therapeutics, LLC" as a wholly-owned subsidiary of the Company. The Merger is structured as a stock-for-stock transaction pursuant to which all of Decoy's outstanding equity interests will be exchanged based on an exchange ratio for consideration of a combination of (a) shares of the Company's common stock par value $0.0001 (the "Common Stock") in an amount up to (i) 19.9% of the Company's total shares outstanding as of January 10, 2025 minus (ii) any shares of Salarius' Common Stock issued in any private placement between January 10, 2025 and the effective time of the First Merger (the "First Effective Time"), and (b) shares of Series A Preferred Stock, which is a newly designated series of preferred stock ("Preferred Stock") that is intended to have economic rights equivalent to the Common Stock, but with only limited voting rights, in addition to the assumption of outstanding and unexercised stock options to purchase shares of Common Stock from the Decoy Therapeutics Inc. 2020 Equity Incentive Plan. The number of shares of common stock to be issued at the Closing and the number of shar

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities 4 58582473.18 To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Report is incorporated herein by reference. The Common Stock and Preferred Stock to be issued at the Closing are intended to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Regulation D promulgated thereunder.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure In connection with the execution of the Merger Agreement, the Company and Decoy issued the press release attached as Exhibit 99.4 hereto and incorporated by reference herein. The information set forth in this Item 7.01 and in the press release attached hereto as Exhibit 99.4, is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01, including Exhibit 99.4, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.

01. Other Events

Item 8.01. 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 peptide conjugates that target serious unmet medical needs. Peptide conjugates are emerging as a major therapeutic drug modality, with the potential to transform multiple therapeutic areas. This innovative class of drugs, exemplified by successful diabetes and weight loss treatments like Ozempic, Wegovy, Mounjaro and ZepBound, combines small a-helical peptides with functional moieties to enhance solubility and extend the duration of action. By decreasing the complexity of peptide conjugate development, Decoy aims to establish itself as a leader in this advancing drug class. Decoy's goal is to build a robust portfolio of novel peptide conjugate therapeutics, initially focusing on infectious diseases and oncology. Through this approach, Decoy intends to revolutionize the design, development, and commercialization of peptide conjugate therapeutics, becoming a fully integrated biopharmaceutical company at the forefront of this exciting field. The peptide conjugate drug class is extremely modular and flexible, making it applicable to a wide range of human disease states and medical indications. Decoy expects that its drug candidates may be used both chronically, like current diabetes or weight loss drugs, or acutely, as is typical of antiviral treatments. Decoy is planning to engineer its peptide conjugates to be delivered via a variety of routes that can be optimally matched to the targeted disease state, including intranasal and pulmonary inhalation, extended-release

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