The combined Company will move forward as Decoy Therapeutics, Inc. and trade on the NASDAQ Stock Market under the ticker “DCOY” effective in early January 2026 Company to focus on advancing lead antiviral programs, expanding platform validation and achieving multiple data milestones Strategic 2026 roadmap designed to accelerate development, expand pipeline breadth, and drive long-term shareholder value HOUSTON, Dec. 18, 2025 (GLOBE NEWSWIRE) -- Salarius Pharmaceuticals, Inc. (NASDAQ: SLRX) today announced t ...

Core Viewpoint - Salarius Pharmaceuticals, Inc. has announced a public offering expected to raise approximately $7 million before expenses, which will be used to advance clinical development and for general corporate purposes [1][5]. Offering Details - The offering consists of 2,514,335 shares of common stock and pre-funded warrants for 2,152,331 shares, along with Series A and Series B Warrants for a total of 4,666,666 shares each [2]. - The public offering price is set at $1.50 per share and accompanying warrants, and $1.4999 per pre-funded warrant and accompanying warrants [2]. - Ladenburg Thalmann & Co. Inc. is the sole book-running manager for the offering [3]. Closing Conditions - The closing of the offering is anticipated on or about November 12, 2025, contingent upon the completion of a proposed business combination with Decoy Therapeutics Inc. [4]. - An option has been granted to the underwriter to purchase an additional 699,999 shares and/or warrants within 45 days at the public offering prices [4]. Use of Proceeds - The net proceeds from the offering will be allocated to advancing clinical development programs, paying off Decoy's promissory notes, and for general corporate purposes including working capital and capital expenditures [5]. Warrant Details - Pre-funded warrants have an exercise price of $0.0001 and are immediately exercisable, while Series A and Series B Warrants have an exercise price of $1.50, with different exercise periods [6]. Company Background - Salarius Pharmaceuticals is a clinical-stage biopharmaceutical company focused on developing treatments for cancer, with its lead candidate seclidemstat currently in a Phase 1/2 clinical study [10]. - Decoy Therapeutics, Inc. is a preclinical-stage biotechnology company utilizing machine learning and AI for drug development, focusing on respiratory viruses and GI cancers [11].

Core Points - Salarius Pharmaceuticals has regained compliance with Nasdaq Listing Rule 5550(b)(1), the Equity Standard Requirement, as of October 10, 2025, following its earlier compliance with Listing Rule 5550(a)(2) on September 9, 2025 [1][2] Group 1: Compliance and Merger - The company is now fully compliant with all Nasdaq listing requirements, which is a significant step towards its planned merger with Decoy Therapeutics [2] - Salarius entered into a definitive merger agreement with Decoy Therapeutics on January 13, 2025, where Decoy will merge with a wholly owned subsidiary of Salarius, forming a new entity named Decoy Therapeutics [3] - Following the compliance notice, Salarius will be under a Mandatory Panel Monitor for one year, during which any non-compliance could lead to a delisting determination [4] Group 2: Merger Details and Pipeline - The merger is expected to create multiple value-creating opportunities through Decoy's pipeline of peptide conjugate therapeutics, which targets unmet medical needs in respiratory infectious diseases and GI oncology [5] - The combined company will focus on advancing Decoy's lead asset, a pan-coronavirus antiviral, and other programs targeting flu, COVID-19, RSV, and GI cancers [7] - Salarius' existing drug candidate, SP-3164, will be integrated into the new company's drug development strategy [5][6] Group 3: Company Backgrounds - Decoy Therapeutics is a preclinical-stage biotechnology company utilizing machine learning and AI for rapid design and manufacturing of peptide conjugate drug candidates [9] - Salarius Pharmaceuticals is a clinical-stage biopharmaceutical company with two drug candidates focused on cancer treatment, including seclidemstat and SP-3164 [10][11]

Core Points - Salarius Pharmaceuticals has regained compliance with Nasdaq Listing Rule 5550(b)(1), the Equity Standard Requirement, as of October 10, 2025, following prior compliance with Listing Rule 5550(a)(2) on September 9, 2025 [1][2] - The company is in the process of a planned merger with Decoy Therapeutics, which is expected to create multiple value-creating opportunities through Decoy's peptide conjugate therapeutics pipeline [3][5] - The combined company will be led by Decoy's co-founders and Salarius' acting CEO, indicating a strong leadership structure for the new entity [6] Compliance and Monitoring - Salarius is now fully compliant with all Nasdaq listing requirements, which is crucial for the merger with Decoy Therapeutics [2] - The company will be under a Mandatory Panel Monitor for one year starting October 10, 2025, to ensure ongoing compliance with the Equity Standard Requirement [4] Merger Details - The merger agreement with Decoy Therapeutics involves a business combination where Decoy will merge with a wholly owned subsidiary of Salarius, forming a new entity named Decoy Therapeutics [3] - Decoy's pipeline focuses on unmet medical needs in respiratory infectious diseases and GI oncology, with plans to advance a pan-coronavirus antiviral and other programs within the next 12 months [7] Product Development - The combined company aims to enhance Decoy's IMP3ACT platform for rapid design and manufacturing of peptide conjugate therapeutics, while also incorporating Salarius' SP-3164 into a targeted drug candidate [5] - Salarius' lead candidate, seclidemstat, is being studied for hematologic cancers, with ongoing clinical trials at MD Anderson Cancer Center [8][11]

Core Viewpoint - Salarius Pharmaceuticals, Inc. will implement a 1-for-15 reverse stock split to regain compliance with Nasdaq's minimum closing bid price requirement of $1.00 [2][4]. Group 1: Reverse Stock Split Details - The reverse stock split will take effect at 5:00 p.m. Eastern Time on August 15, 2025, with trading on a split-adjusted basis starting August 18, 2025 [1]. - The number of shares outstanding will decrease from approximately 7.6 million to about 509,000 shares [4]. - All outstanding options and warrants will be adjusted accordingly, and stockholders will receive cash for any fractional shares based on the closing price on August 15, 2025 [4][5]. Group 2: Approval Process - Stockholders approved the reverse stock split proposal at a special meeting on July 8, 2025, allowing the Board of Directors to determine the split ratio [3]. - The specific 1-for-15 ratio was subsequently approved by the Board of Directors [3]. Group 3: Company Overview - Salarius Pharmaceuticals is a clinical-stage biopharmaceutical company focused on developing cancer therapies, with two drug candidates: seclidemstat and SP-3164 [7]. - Seclidemstat is being studied in a Phase 1/2 clinical trial for hematologic cancers, while SP-3164 is an oral small molecule protein degrader [7].

Core Points - Salarius Pharmaceuticals received an extension from Nasdaq to regain compliance with listing rules by late July 2025 and early August 2025 [1][2] - The company is in the process of merging with Decoy Therapeutics, a preclinical biopharmaceutical company focused on peptide conjugate therapeutics [3][4] - The merger is expected to create value through Decoy's innovative pipeline targeting respiratory infectious diseases and GI oncology [4][6] Compliance with Nasdaq - Salarius was notified on April 23, 2025, that it was not compliant with Nasdaq Listing Rule 5550(a)(2) due to a closing bid price below $1.00 per share for 30 consecutive business days [2] - The company also failed to meet the requirement of maintaining at least $2.5 million in stockholders' equity as per Nasdaq Listing Rule 5550(b)(1) [2] - An extension was granted contingent on achieving compliance milestones by early July and early August 2025 [2] Merger with Decoy Therapeutics - The merger agreement was announced on January 13, 2025, and will involve Decoy merging with a wholly owned subsidiary of Salarius [3][11] - The combined company will be named Decoy Therapeutics and will focus on advancing Decoy's peptide conjugate therapeutics and Salarius' SP-3164 [4][11] - Following the merger, Decoy investors are expected to own approximately 92.4% of the merged company, while Salarius stockholders will own about 7.6% [11] Product Pipeline and Development - Decoy plans to advance its lead asset, a pan-coronavirus antiviral, to the FDA for an Investigational New Drug (IND) application within the next 12 months [6] - The company is also working on other antiviral programs and peptide drug conjugates targeting GI cancers [6] - Salarius' seclidemstat is being evaluated in a Phase 1/2 clinical study for myelodysplastic syndrome and chronic myelomonocytic leukemia [7][10] About Decoy Therapeutics - Decoy is leveraging machine learning and AI to design and manufacture peptide conjugate drug candidates targeting unmet medical needs [8] - The company has received funding from various sources, including institutional investors and government programs [8] About Salarius Pharmaceuticals - Salarius is a clinical-stage biopharmaceutical company with two drug candidates focused on cancer treatment [9][10] - The company has received financial support for its lead candidate, seclidemstat, from various organizations [10]

Core Insights - Decoy Therapeutics, Inc. is set to merge with Salarius Pharmaceuticals, Inc., with the new entity retaining the name Decoy Therapeutics, following the completion of the merger [1][10] - Renowned MIT Professor Robert S. Langer will join Decoy's Scientific Advisory Board, bringing extensive expertise in drug delivery systems and tissue engineering [1][2][3] Company Overview - Decoy Therapeutics is a preclinical-stage biotechnology company focused on developing peptide-conjugate therapeutics targeting unmet medical needs, particularly in respiratory viruses and gastrointestinal cancers [8] - The company utilizes a proprietary IMP3ACT platform that integrates machine learning and AI for rapid design and synthesis of novel antiviral and cancer therapies [5][7] Scientific Advisory Board - Dr. Robert S. Langer's appointment to the Scientific Advisory Board is expected to enhance Decoy's capabilities in drug design and development, particularly in dosage forms and administration routes [3][4] - Dr. Langer's contributions to the field include pioneering work that has led to transformative medicines, such as Roche's Avastin and Moderna's Spikevax [2][4] Technology and Innovation - Decoy's IMP3ACT platform allows for the rapid computational design of peptide-conjugate drugs, which have shown effectiveness against various human coronaviruses and other viral pathogens [5][7] - The technology leverages peptide chemistry to create multimeric conjugates that improve drug-like properties and pharmacokinetics [7] Financial and Strategic Position - Decoy has secured financing from institutional investors and non-dilutive capital sources, including the Massachusetts Life Sciences Seed Fund and the Google AI startup program [8] - The merger with Salarius is structured such that Decoy investors will own approximately 86% of the merged company, while Salarius stockholders will own about 14% [10]

Core Viewpoint - Salarius Pharmaceuticals is progressing with its merger with Decoy Therapeutics, which is expected to enhance the clinical development of innovative peptide conjugate therapeutics targeting respiratory viruses and cancer [1][3][5] Financial Highlights - For the year ended December 31, 2024, Salarius reported a net loss of $5.6 million, or $5.79 per share, a significant reduction from a net loss of $12.5 million, or $30.74 per share in 2023 [8][17] - Cash and cash equivalents decreased to $2.4 million as of December 31, 2024, down from $5.9 million a year earlier [8][15] - Total operating expenses for 2024 were $5.7 million, compared to $12.9 million in 2023, reflecting a substantial decrease in research and development spending [17] Merger Details - The merger with Decoy Therapeutics is structured such that Decoy investors will own approximately 86% of the combined company, while Salarius stockholders will own about 14%, subject to adjustments [10] - The merger aims to leverage Decoy's IMPACT™ platform for rapid design and manufacturing of peptide conjugate therapeutics, addressing unmet needs in respiratory infectious diseases and gastrointestinal oncology [3][4] Product Development - Salarius' lead candidate, seclidemstat, is currently in a Phase 1/2 clinical trial at MD Anderson Cancer Center for treating hematologic cancers, with updates expected later this year [1][4][5] - The combined company plans to integrate Salarius' SP-3164 into a targeted peptide-based PROTACS drug candidate [4]