Salarius Pharmaceuticals Files 8-K

TL;DR

Salarius Pharma filed an 8-K on 9/17/25 covering material agreements and financials.

AI Summary

Salarius Pharmaceuticals, Inc. filed an 8-K on September 17, 2025, reporting on a material definitive agreement, modifications to security holder rights, and financial statements. The company, formerly known as Flex Pharma, Inc., is based in Houston, Texas.

Why It Matters

This filing indicates significant corporate actions and financial reporting by Salarius Pharmaceuticals, which could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — 8-K filings can cover a range of events, some routine and others significant, requiring further analysis to determine the precise risk level.

Key Numbers

• 001-36812 — SEC File Number (Identifies the company's filing 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
• September 17, 2025 (date) — Date of earliest event reported
• 2450 Holcombe Blvd. Suite X Houston, TX 77021 (address) — Principal executive offices
• 713-913-5608 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 SLRX The Nasdaq Capital Market Indi
• $10.50 — ock (i) to specify a threshold price of $10.50 per share (the "Initial Issuance Price"
• $3.75 — Preferred Stock to set a floor price of $3.75 per share as the lowest per share price

Filing Documents

• flks-20250917.htm (8-K) — 35KB
• projectsierra-fifthamendme.htm (EX-2.1) — 30KB
• certificateofdesignations-a.htm (EX-2.2) — 107KB
• certificateofdesignations-.htm (EX-2.3) — 120KB
• 0001615219-25-000135.txt ( ) — 455KB
• flks-20250917.xsd (EX-101.SCH) — 2KB
• flks-20250917_lab.xml (EX-101.LAB) — 22KB
• flks-20250917_pre.xml (EX-101.PRE) — 13KB
• flks-20250917_htm.xml (XML) — 3KB

01. Entry into Material Definitive Agreement

Item 1.01. 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 II, LLC, and Decoy Therapeutics Inc. ("Decoy"). On September 17, 2025, the Company entered into a Fifth Amendment to Agreement and Plan of Merger (the "Fifth Amendment") to modify the conversion terms of the Company's form of Certificate of Designations of Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") and Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Stock", and together with the Series A Preferred Stock, the "Preferred Stock") to establish a baseline conversion price from which to calculate a proportional adjustment to the conversion ratio in the event of a dilutive "subsequent financing" under Section 7(e) (a "Subsequent Financing") of the designations for each series. The prior terms of the Preferred Stock contained price protection provisions that were to be calculated based on the difference between the effective per share price in the qualified financing contemplated by the Merger Agreement (the "Qualified Financing") and any Subsequent Financing. The Fifth Amendment modifies the Certificate of Designations for each series of Preferred Stock (i) to specify a threshold price of $10.50 per share (the "Initial Issuance Price") as the baseline assumed conversion price and (ii) to change the conversion price adjustment calculation such that the adjustment will be calculated based on the difference between the Initial Issuance Price and any dilutive Subsequent Financing (which may include the Qualified Financi

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Fifth Amendment to the Agreement and Plan of Merger, dated as of September 17, 2025, by and among Salarius Pharmaceuticals, Inc., Decoy Therapeutics, Inc., Decoy Therapeutics MergerSub I, Inc. and Decoy Therapeutics MergerSub II, LLC. 2.2 Form of Certificate of Designation of Series A Non-Voting Convertible Preferred Stock. 2.3 Form of Certificate of Designation of Series B Non-Voting Convertible Preferred Stock. 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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: September 18, 2025 By: /s/ Mark J. Rosenblum Mark J. Rosenblum Acting Chief Executive Officer Executive Vice President & Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR