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SUBSEQUENT EVENT
9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENT SUBSEQUENT EVENT
Closing of Decoy Merger

As previously disclosed, on November 12, 2025, pursuant to the Merger Agreement, the Decoy business became a wholly owned subsidiary of the Company.
In connection with the Merger, the Company issued 877.709 shares of Series A Non-Voting Convertible Preferred Stock (“the “Series A Preferred Stock”) and 796.306 shares of Series B Non-Voting Convertible Preferred Stock (the “Series B Preferred Stock”) to former Decoy stockholders and debtholders and reserved 45.098 shares of Series A Preferred Stock for assumed in-the-money Decoy options and warrants. In connection with the adjustment to the conversion ratio in the certificate of designations for the Series A and Series B Preferred stock triggered by the Offering, the number of Company common shares underlying the issued and reserved shares of Series A and Series B Preferred Stock is 4,814,106. The shares of Series A Preferred Stock and Series B Preferred Stock are not convertible into common stock until such time as the Company’s stockholders approve such conversion in accordance with Nasdaq Rule 5635 and the approval of the Company’s initial listing application with Nasdaq.

November 2025 Financing

On November 11, 2025, Salarius 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 “November 2025 Offering”) of: (i) 2,514,335 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 2,152,331 shares of common stock, (iii) Series A warrants to purchase up to 4,666,666 shares of common stock, (iv) Series B warrants to purchase up to 4,666,666 shares of common stock, and (v) up to 699,999 additional shares of common stock, Series A warrants to purchase up to an additional 699,999 shares of common stock and Series B warrants to purchase up to an additional 699,999 shares of common stock that may be purchased pursuant to a 45-day option to purchase additional securities granted to the Representative by the Company. The Representative exercised this option on November 11, 2025 for 665,729 shares of common stock, Series A warrants to purchase up to 699,999 shares of common stock and Series B warrants to purchase up to 699,999 shares of common stock. The combined public offering price of each share of common stock, together with the accompanying Series A warrants and Series B warrants, was $1.50, less underwriting discounts and commissions. The combined public offering price of each pre-funded warrant, together with the accompanying Series A warrants and Series B warrants, was $1.4999, less underwriting discounts and commissions.
The Offering, including the additional shares of common stock, Series A warrants and Series B warrants sold pursuant to the exercise of the Representative’s option, closed on November 12, 2025.

The net proceeds from the Offering, including the additional shares of common stock, Series A warrants and Series B warrants sold pursuant to the exercise of the Representative’s option, after deducting underwriting discounts and commissions and other estimated Offering expenses payable by the Company and excluding any net proceeds from the exercise of the Series A warrants, Series B warrants and pre-funded warrants, were approximately $6.3 million.

On November 12, 2025, pursuant to the Underwriting Agreement, the Company issued warrants to the Representative to purchase up to 266,620 shares of common stock at an exercise price of $2.325, subject to adjustments (the “Representative Warrants”). The Representative Warrants are exercisable at any time and from time to time, in whole or in part, until November 11, 2030, and have substantially similar terms to the Series A warrants. The Representative Warrants and the shares of common stock underlying the Representative Warrants were registered as a part of the Registration Statement.

Securities Sales ELOC Agreement
The Company issued 61,862 shares of common stock with gross proceeds of $0.2 million during the period subsequent to September 30, 2025 pursuant to the ELOC Agreement with the Purchaser.
Securities Sales ATM Agreement
The Company issued 45,429 shares of common stock with gross proceeds of $0.2 million during the period subsequent to September 30, 2025 pursuant to its ATM with Ladenburg Thalmann & Co. Inc.
Entry into Promissory Note Agreements with Decoy Therapeutics, Inc.

On October 1, 2025, Salarius issued a promissory note (“Note 2”) to Decoy in the principal amount of $100,000. Note 2 bears interest at an annual rate of 0% and initially was set to mature on the earlier of (i) three business days following the closing of transactions contemplated by the Merger Agreement and (ii) October 17, 2025. In the event of default, a penalty amount of $37,500 will be added to the principal balance, and interest will accrue and be payable on the revised principal amount at an annual rate of 18%. Salarius further extended the Note 2 maturity date to the earlier of three business days following the (i) closing of transaction contemplated by the Merger Agreement and (ii) November 30, 2025. Note 2 matures on November 17, 2025.
On October 6, 2025, Salarius issued a promissory note (“Note 3”) to Decoy in the principal amount of $270,000. Note 3 bears interest at an annual rate of 0% and initially was set to mature on the earlier of (i) three business days following the closing of the Merger Agreement and (ii) November 5, 2025. In the event of default, a penalty amount of $101,250 will be added to the principal balance, and interest will accrue and be payable on the revised principal amount at an annual rate of 18%. Salarius further extended the Note 3 maturity date to the earlier of three business days following the (i) closing of transaction contemplated by the Merger Agreement and (ii) November 30, 2025. Note 3 matures on November 17, 2025.
Nasdaq Compliance Update
On October 10, 2025, Salarius received a letter from the Hearings Panel notifying Salarius that it had regained compliance with the Equity Standard, as required by the Hearings Panel.
Nasdaq further notified Salarius that it will be subject to a Mandatory Panel Monitor for a period of one year from October 10, 2025. If, within that one-year monitoring period, the Staff finds Salarius again out of compliance with the Equity Standard that was the subject of the exception, Salarius will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and the Staff will not be permitted to grant additional time for Salarius to regain compliance with respect to that deficiency, nor will the company be afforded an applicable cure or compliance period pursuant to Nasdaq Listing Rule 5810(c)(3). Instead, the Staff will issue a delisting determination letter and Salarius will have the opportunity to request a hearing with the Hearings Panel.