ADDED
As of March 17, 2026, there were 531,968 shares of common stock outstanding.
TABLE O F CONTENTS Page Special Note Regarding Forward Looking Statements 5 Summary of Selected Risks associated with our Business 7 PART I .
All historical share and per share amounts reflected throughout this report have been adjusted to reflect the 2025 Reverse Stock Split (as defined below).
On March 5, 2026, the Company filed a Certificate of Amendment to the Company s amended and restated certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-12 reverse stock split of the Company's issued and outstanding shares of Common Stock, par value $0.0001 per share, which became effective as of March 6, 2026.
All historical share and per share amounts reflected throughout this report have been adjusted to reflect the 2026 Reverse Stock Split (as defined below).
On March 13, 2026, the Company received a formal decision letter from the Nasdaq Hearings Panel granting the Company's request to continue its listing on The Nasdaq Stock Market.
Previously, the Company had appealed a delisting determination issued by Nasdaq due to the Company's failure to maintain compliance with the Bid Price Rule set forth in Nasdaq Listing Rule 5550(a)(2).
Pursuant to the Panel's decision, the continued listing of the Company's securities is subject to the condition that the Company must demonstrate compliance with the Bid Price Rule on or before March 20, 2026.
In connection with its compliance plan, the Company completed a reverse stock split on March 6, 2026 and achieved a closing bid price of $7.47 on March 20, 2026 to regain compliance.
our ability to leverage technology to identify and develop future potential product candidates; fluctuations in our operating results; and other factors described in our filings with the SEC.
REMOVED
As of March 17, 2025, there were 1,745,730 s hares of common stock outstanding.
These statements include, among others, statements about: our ability to continue as a going concern and support our operations into the later part of the second quarter of 2025; our expectations regarding the timing, likelihood, expected benefits of, and potential value created by, the proposed merger (the Merger ) between us and Decoy Therapeutics Inc.
These risks include, among others, the following: Risks Related to the Merger The Merger may be completed even though certain events occur prior to Merger Closing that materially and adversely affect Salarius.
The Exchange Ratio set forth in the Merger Agreement is adjustable based on the Parent Cash Amount and the Company Cash Amount, each of which will be impacted by, among other things, unexpected expenses that could be experienced by Salarius or Decoy during the pre-Merger Closing period, which could result in Salarius stockholders owning significantly less of the combined company than currently estimated.
Stockholders of the combined company may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger and the Qualified Financing.
During the pendency of the Merger, Salarius may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect its business.
Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.
Pursuant to the terms of the Merger Agreement, Salarius is required to recommend that its stockholders approve the conversion of all outstanding shares of its Series A Preferred Stock into shares of its Common Stock.
Salarius cannot guarantee that its stockholders will approve this matter, and if they fail to do so its operations may be materially harmed.
Because the lack of a public market for Decoy s capital stock makes it difficult to evaluate the value of Decoy s capital stock, the stockholders of Decoy may receive shares of Salarius common stock in the Merger that have a value that is greater than, the fair market value of Decoy s capital stock.