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Salarius Pharmaceuticals, Inc. reported a six-month net loss of $2.67 million and a quarter-end cash balance of $794,886 as of June 30, 2025, with an accumulated deficit of $84.6 million. Operating expenses declined year-over-year driven by cost-savings actions and curtailed sponsored trials, reducing six-month R&D to $191,915 and G&A to $2.49 million. Working capital was negative and stockholders' equity was a deficit of $829,724 at June 30, 2025.
The filing discloses material liquidity and listing risks: Nasdaq notified the company of noncompliance with minimum bid-price and equity standards and a Hearings Panel granted time-limited extensions contingent on milestones. Salarius entered a merger agreement with Decoy and amended terms that materially reduce legacy Salarius ownership to 7.6% post-merger under Amendment No.2. Subsequent to quarter-end, Salarius sold shares under its ELOC for gross proceeds of approximately $3.8 million, and stockholders approved removal of the ELOC exchange cap and a possible reverse split.
On 18 Jul 2025 Salarius Pharmaceuticals (SLRX) executed a Third Amendment to its pending merger agreement with Decoy Therapeutics. The change enables certain Decoy note-holders to swap outstanding non-convertible promissory notes for newly created Series B Non-Voting Convertible Preferred Stock. The exchange ratio for Salarius (7.6%) and Decoy (92.4%) shareholders remains unchanged on a fully-diluted, pre-financing basis, thereby preserving previously disclosed ownership economics.
Key Series B terms: 1,000 common shares per preferred share (same as Series A) but (i) voluntary conversion any time after stockholder & Nasdaq listing approval, (ii) automatic conversion one year after such approval, (iii) mandatory redemption funded with 50% of net cash raised through Salarius’s existing ATM or equity line until all Series B shares are retired, and (iv) optional company-initiated redemption with seven days� notice. Redemption price equals the lower of the S-1 offering price×1,000 or 1,000×weighted-average price of any subsequent �$2 m equity raise.
The amendment effectively converts Decoy debt into equity, reducing leverage and clearing a closing condition. However, earmarking half of future capital-raise proceeds for redemptions could constrain post-merger liquidity. All other merger terms remain intact; the note exchange will settle immediately after the merger closes.
Salarius Pharmaceuticals, Inc. (Nasdaq: SLRX) convened a Special Meeting of Stockholders on July 8, 2025. Of the 2,127,286 common shares outstanding on the May 13, 2025 record date, 789,213 shares (37.10%) were present in person or by proxy, satisfying quorum requirements.
Key matters approved
- Reverse Stock Split: Stockholders authorized the Board to implement a reverse split in a ratio between 1-for-4 and 1-for-40 at the Board’s discretion (Votes For: 561,364; Against: 224,901; Abstain: 2,678).
- Nasdaq 20% Issuance: Approved issuance of additional common shares under the December 12, 2024 Securities Purchase Agreement with C/M Capital Master Fund, LP without the exchange-cap limitation, satisfying Nasdaq Listing Rules 5635(a) & 5635(d) (Votes For: 124,631; Against: 73,764; Abstain: 1,095; Broker Non-Votes: 589,723).
- Adjournment Proposal: Granted authority to adjourn the meeting to solicit more proxies if needed (Votes For: 598,521; Against: 187,750; Abstain: 2,942). An adjournment ultimately was not required.
No other matters were brought before the meeting, and the filing contains no financial performance data. The Board now possesses flexibility to manage share structure (reverse split) and finalize the previously agreed financing transaction, both of which can influence future capitalization and compliance with Nasdaq listing standards.
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