S-1/A: Salarius & Decoy Merge, Launch $8M Offering Amid Dilution

Sentiment:

Merger and Public Offering Prospectus 21 October 2025 12:09 PM

📋All filings for Salarius Pharmaceuticals, INC

Salarius Pharmaceuticals completes its merger with Decoy Therapeutics and initiates an $8 million public offering, significantly diluting existing shareholders while pivoting to a new peptide conjugate platform.

Delay expectedThe Preferred Stock issued at the Merger Closing will not convert into Salarius common stock until Nasdaq approves the initial listing application and stockholders approve the Conversion Proposal, which may cause delays.Salarius does not intend to submit the initial listing application and call the special meeting of stockholders until the combined company expects to be able to meet the Nasdaq initial listing standards, which may never occur.Salarius's plan to file an IND for SP-3164 in the first half of 2023 and begin a Phase 1/2 clinical trial in the second half of 2023 was curtailed due to lack of funding, indicating past delays in its pipeline development.

Capital raiseSalarius is offering 1,960,784 shares of common stock, Series A Warrants, and Series B Warrants in this public offering.The offering includes pre-funded warrants to purchase up to 1,960,784 shares of common stock for certain purchasers.The underwriters have a 45-day option to purchase up to 294,118 additional shares of common stock and/or Series A and Series B Warrants.Salarius has agreed to issue representative warrants to the underwriters to purchase up to 98,039 shares (or 112,745 shares if the option is exercised in full).The net proceeds from this offering are estimated to be approximately $6.1 million (or $7.2 million if the underwriters' option is fully exercised).The combined company will need to raise additional funds sooner than currently planned if either Salarius or Decoy holds less cash at merger closing than expected, or if additional financing is not available on favorable terms.The Series B Preferred Stock includes a mandatory redemption provision requiring 50% of net proceeds from Salarius's at-the-market equity program and equity line of credit to be used for redemption until fully redeemed.

Worse than expectedSalarius's valuation was significantly reduced from $4.6 million to $2.31 million in the amended merger agreement, reflecting a material deterioration in its stock price and market conditions.Decoy's financial condition raises substantial doubt about its ability to continue as a going concern, indicating severe financial distress for the accounting acquirer.Both companies have a history of significant net operating losses, with Salarius reporting a net loss of $(2,667,358) for the six months ended June 30, 2025, and Decoy reporting a net loss of $(3,997,524) for the same period.The offering results in immediate and substantial dilution of $2.90 per share to new investors and a decrease of $4.04 per share in net tangible book value for existing shareholders, indicating a significant loss of value.Salarius closed its Phase 1/2 clinical trial for SP-2577 in Ewing sarcoma to conserve cash, highlighting its precarious financial position prior to the merger.

Summary

Salarius Pharmaceuticals, Inc. (Salarius) has entered into an Agreement and Plan of Merger with Decoy Therapeutics Inc. (Decoy), which has been amended five times, with the merger closing expected concurrently with the current financing.
The merger is structured as a two-step transaction, with Decoy becoming a wholly-owned subsidiary of Salarius in step one, and a special stockholder meeting to approve preferred stock conversion and a new equity incentive plan in step two.
Salarius is offering 1,960,784 shares of common stock, Series A Warrants, and Series B Warrants at an assumed combined public offering price of $4.08 per share, which was the closing price on Nasdaq on October 10, 2025.
The offering also includes pre-funded warrants for certain purchasers to avoid exceeding beneficial ownership limits (4.99% or 9.99%).
The net proceeds from this offering are estimated to be approximately $6.1 million (or $7.2 million if the underwriters' option is fully exercised).
Post-merger, Salarius legacy stockholders are expected to retain approximately 14.8% ownership, while Decoy stockholders will own approximately 85.2% of the combined company, before accounting for the dilutive effects of this offering.
The Series A and Series B Preferred Stock issued to Decoy stockholders include price protection provisions, adjusting the conversion ratio if future financing prices fall below an Initial Issuance Price of $10.50, with a floor price of $3.75.
Based on the assumed offering price of $4.08, the number of shares underlying the Preferred Stock is expected to be 4,424,730 shares, potentially increasing to a maximum of 4,814,106 shares if the price hits the floor.
The combined company will focus on Decoy's IMP3ACT™ platform for peptide conjugate drug discovery, initially targeting infectious diseases and oncology, and integrating Salarius's SP-3164 for P-PROTACs.
Salarius's previous clinical trial for SP-2577 in Ewing sarcoma was closed to conserve cash, but support continues for an MDACC-sponsored trial in myelodysplastic syndromes and chronic myelomonocytic leukemia, which recently had a partial clinical hold lifted.
Decoy's financial condition raises substantial doubt about its ability to continue as a going concern, and it has never generated revenue from product sales, with all product candidates in preclinical stages.
The combined company expects to use approximately $0.25 million for IND-enabling activities for Decoy's pan-Coronavirus fusion inhibitor, $0.75 million for its broad-acting respiratory antiviral program, $0.5 million for its colorectal cancer program, $0.25 million for SP-3164 chemistry proof of concept, $0.25 million for additional antiviral discovery, and $645,000 to pay off certain Decoy promissory notes.
Salarius estimates its cash and cash equivalents as of October 14, 2025, to be approximately $4.3 million.
The combined company expects its existing cash, Gates Foundation funds, and offering proceeds to fund operations through year-end 2026 and into Q1 2027.

Sentiment

Score: 3

Explanation: The sentiment is low due to significant shareholder dilution, the accounting acquirer (Decoy) having substantial doubt about its going concern ability, and both companies reporting considerable losses. While the merger offers a strategic pivot and new technology, the immediate financial implications and early-stage nature of the combined pipeline present high risks and negative short-term outlook for investors.

Positives

Merger with Decoy Therapeutics provides a new strategic direction and a proprietary IMP3ACT™ peptide conjugate technology platform, leveraging machine learning and AI.
The combined company plans to expand opportunities in peptide-based proteolysis targeting chimeras (P-PROTACs) by integrating Salarius's SP-3164 compound.
Decoy's platform aims to build a robust portfolio in infectious diseases and oncology, with potential for broad-acting antiviral drug candidates.
The MDACC-sponsored clinical trial for SP-2577 in myelodysplastic syndromes and chronic myelomonocytic leukemia has resumed patient enrollment after a partial clinical hold was lifted in February 2025.
Salarius has regained compliance with Nasdaq's minimum bid price and stockholders' equity requirements, though it remains under a one-year Mandatory Panel Monitor.
The offering is expected to provide approximately $6.1 million in net proceeds, which, combined with existing cash and grants, is projected to fund operations through year-end 2026 and into Q1 2027.

Negatives

Existing Salarius stockholders will experience substantial dilution, retaining only approximately 14.8% of the combined company before the dilutive effects of the current offering.
Salarius's valuation was reduced from $4.6 million to $2.31 million in Amendment No. 2 to the Merger Agreement due to significant deterioration in its common stock price.
Decoy's financial condition raises substantial doubt about its ability to continue as a going concern, and it has never generated revenue from product sales.
All of Decoy's product candidates are currently in the preclinical stage, indicating a long and uncertain path to potential commercialization and revenue generation.
The price protection provisions in the Series A and Series B Preferred Stock could cause further dilution to Salarius stockholders if future financing prices are below the Initial Issuance Price of $10.50.
Salarius closed its Phase 1/2 clinical trial for SP-2577 in Ewing sarcoma to conserve cash, indicating financial constraints and a reduction in its independent pipeline development.
The combined company will need to satisfy all of Nasdaq's initial listing criteria and complete the initial listing process before the Preferred Stock can convert to common stock, which may never occur.
There is no established trading market for the pre-funded warrants or common warrants, and no plans to list them, limiting their liquidity.

Risks

The combined company may never meet Nasdaq initial listing standards, preventing the conversion of Preferred Stock into common stock.
Stockholders may experience substantial additional dilution from future sales of newly issued shares through the ELOC Agreement and ATM Agreement.
The combined company may not realize the full strategic and financial benefits anticipated from the merger, leading to substantial dilution without commensurate benefit.
Clinical trials are costly, time-consuming, and inherently risky, with a high failure rate, and results from early-stage trials may not be predictive of future success.
Product candidates may cause undesirable side effects, delaying or preventing regulatory approval, limiting commercial viability, or resulting in product liability claims.
The approach Decoy is taking to discover and develop drugs, particularly its reliance on AI/ML and novel peptide conjugates, is unproven and may never lead to marketable products.
The combined company will need to raise additional capital, which may not be available on favorable terms or may cause further significant dilution to stockholders.
Intellectual property rights may not be successfully obtained or maintained, or may be challenged by third parties, impairing the ability to compete effectively.
Reliance on third parties for clinical trials and manufacturing poses risks, including failure to comply with regulations, insufficient supply, or quality issues.
Cybersecurity threats and other security disruptions could negatively impact business operations, research and development, and lead to loss of proprietary information or liability.
The commercial success of product candidates depends on acceptance by the medical community and healthcare payors, which is uncertain.
Changes in the U.S. regulatory environment, including potential staff reductions at the FDA, could delay or limit clinical programs and regulatory approvals.
Loss of key management or scientific personnel could materially harm the business due to the competitive market for qualified individuals.

Future Outlook

The combined company plans to integrate Salarius's SP-3164 compound with Decoy's IMP3ACT™ platform to create novel peptide-based proteolysis targeting chimeras (P-PROTACs), expanding opportunities in infectious diseases and oncology. Decoy aims to build a robust portfolio of novel peptide conjugate therapeutics, with a goal to initiate a Phase 1 clinical trial for DCOY-101 in the first half of 2026. The company expects to fund operations through year-end 2026 and into the first quarter of 2027 with existing cash, Gates Foundation funds, and proceeds from the current offering. The post-transaction entity will need to satisfy Nasdaq's initial listing criteria and complete the listing process before the Preferred Stock can convert to common stock.

Management Comments

Salarius's board of directors believed the merger was more favorable to its stockholders than other strategic options, which would likely be a liquidation and discontinuation of Salarius if the merger was not completed.
The Salarius board of directors believed that, as a result of arms length negotiations with Decoy, Salarius and its management team negotiated the most favorable implied value and equity split for its stockholders that Decoy was willing to agree to.
Decoy believes its IMP3ACT platform has the potential to change the economics of antiviral drug development by addressing multiple high health burden viruses and preparing for emerging future threats with a single drug.
Decoy believes there is a reasonable probability that the rationally designed fusion inhibitor will show similar activity against Measles and Nipah in in vitro pseudotype assays, though this cannot be confirmed until experiments are performed.

Industry Context

The merger positions the combined entity, to be renamed Decoy Therapeutics, Inc., to capitalize on the emerging therapeutic drug modality of peptide conjugates, exemplified by successful diabetes and weight loss treatments. Decoy's use of machine learning and artificial intelligence in drug discovery aligns with broader industry trends towards advanced computational methods to accelerate drug development. The focus on P-PROTACs, integrating Salarius's targeted protein degrader, represents an innovative approach in oncology and infectious diseases, aiming to address 'undruggable' targets and improve safety windows. This strategic pivot is critical for Salarius, which faced significant financial challenges and a limited pipeline as a standalone entity, moving it into a more competitive and technologically advanced segment of the biopharmaceutical industry.

Comparison to Industry Standards

Decoy's IMP3ACT™ platform, leveraging machine learning and AI for peptide conjugate drug discovery, aims to decrease the complexity of development, positioning it against established players in the peptide conjugate market (e.g., companies developing Ozempic, Wegovy, Mounjaro, ZepBound for diabetes/weight loss).
Decoy's antiviral drug candidates showed promising in silico activity against measles and Nipah viruses, with calculated free binding energy similar to experimentally determined activity against hPIV3, RSV A, and RSV B (EC50 < 1 uM). This suggests a competitive potential if these results are replicated in vitro and in vivo.
The combined company's focus on P-PROTACs, utilizing Salarius's SP-3164, aims to expand targetable proteins beyond small molecule inhibitors and improve safety, potentially competing with other companies in the targeted protein degradation space.
Decoy's preclinical stage pipeline and lack of revenue contrast with more mature biopharmaceutical companies that have products in later clinical stages or on the market, highlighting a higher risk profile compared to industry benchmarks for revenue-generating companies.
The high rate of drug development failure (e.g., 70% past Phase 1, 33% past Phase 2, 25-30% past Phase 3 to Phase 4) underscores the significant challenges Decoy faces, aligning with industry-wide difficulties in bringing novel therapies to market.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer and Director	N/A	Frederick E. Pierce	Post-Merger Closing	Decoy's CEO to lead the combined company as accounting acquirer.
Chief Financial Officer	N/A	Mark J. Rosenblum	Post-Merger Closing	Salarius's existing CFO to continue in the combined company.
Chief Business Officer	N/A	Peter Marschel	Post-Merger Closing	Decoy's CBO to join the combined company's management team.
Chief Scientific Officer and Director	N/A	Barbara Hibner	Post-Merger Closing	Decoy's CSO to join the combined company's management team and board.
Board of Directors	N/A	Frederick E. Pierce, Barbara Hibner	Post-Merger Closing	Two members of Decoy's board to join Salarius's existing board.
Board of Directors (Reconstitution)	N/A	N/A	Following stockholder approval of Preferred Stock conversion	Board will be reconstituted with a majority designated by Decoy, commensurate with Decoy stockholders' ownership.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Preferred Stock Designation	Creation of Series A and Series B Non-Voting Convertible Preferred Stock with economic rights equivalent to common stock but limited voting rights.	Upon Merger Closing	Provides a mechanism for Decoy stockholders to receive equity in Salarius while managing immediate voting power and Nasdaq listing rules. Includes anti-dilution price protection and conversion restrictions.
Preferred Stock Conversion Restrictions	Preferred Stock will not convert into common stock until Nasdaq approval of initial listing application and stockholder approval of the Conversion Proposal.	Upon Merger Closing	Delays full integration of Decoy's equity into Salarius's common stock and ensures compliance with Nasdaq rules, but creates uncertainty for preferred stockholders.
Anti-Dilution Provisions	Series A and B Preferred Stock include post-closing anti-dilution price protection, adjusting conversion ratio if subsequent dilutive financings occur below the Initial Issuance Price ($10.50), with a floor price ($3.75).	Upon Merger Closing	Protects preferred stockholders from future dilution but can significantly increase the number of common shares issued upon conversion, further diluting existing common stockholders.
Short Sale Restriction	Certificate of Designation contains a provision intended to prevent holders of Preferred Stock from engaging in short sales of Salarius common stock.	Upon Merger Closing	Aims to prevent downward pressure on Salarius's stock price from preferred stockholders.
Voting Rights of Preferred Stock	Series A and B Preferred Stock have limited voting rights, but require affirmative vote of a majority of outstanding shares for certain actions (e.g., altering rights, issuing more preferred stock, authorizing funded indebtedness, selling assets).	Upon Merger Closing	Provides preferred stockholders with protective voting rights over significant corporate actions, despite generally being non-voting.
Board of Directors Composition	Following stockholder approval of Preferred Stock conversion, Decoy will designate a majority of the members of the combined company's board of directors.	Following stockholder approval of Preferred Stock conversion	Shifts control of the board to Decoy's designees, reflecting Decoy's role as the accounting acquirer and majority owner post-merger.
Stockholder Action by Written Consent	Salarius's Certificate of Incorporation provides that stockholders may not take action by written consent but only at annual or special meetings.	Existing	Delays the ability of stockholders to force consideration of proposals or take action without a formal meeting, potentially discouraging hostile takeovers.
Special Meeting of Stockholders	Bylaws state special meetings can only be called upon a resolution approved by a majority of the total number of directors.	Existing	Further restricts stockholder ability to initiate corporate actions, reinforcing board control.
Lock-up Agreements	Salarius and Decoy officers and directors are subject to a 180-day lock-up on sale or transfer of shares following the offering closing date.	Upon Offering Closing	Aims to stabilize the stock price post-offering by preventing immediate large-scale selling by insiders, but expiration could lead to downward pressure.

Related Party Transactions

Salarius issued three promissory notes to Decoy (Note 1: $200,000, Note 2: $100,000, Note 3: $270,000) in September and October 2025, bearing 0% interest and maturing in November 2025, with penalty amounts for default.
Approximately $140,000 of Decoy's non-interest bearing notes held by its founders and officers (Rick Pierce, Barbara Hibner, Peter Marschel) will remain outstanding and will not be repaid from the offering proceeds, with maturity dates extending 12 months beyond the Merger Closing.
Mark J. Rosenblum, Salarius's Acting CEO, EVP, and CFO, was approved for a $225,000 cash transaction bonus following the Merger Closing, subject to continued employment.

Stakeholder Impact

**Shareholders (Salarius Legacy):** Will experience significant ownership dilution (retaining ~14.8% before offering effects) and a substantial decrease in net tangible book value per share. Their voting power will be reduced, and the stock price may be volatile.
**Shareholders (Decoy):** Will become the majority owners (~85.2% before offering effects) of the combined company, gaining control over management and strategic direction, but their shares will be in the form of Preferred Stock with conversion restrictions.
**New Investors in Offering:** Will experience immediate and substantial dilution ($2.90 per share) and face risks associated with the early-stage pipeline and the combined company's financial condition.
**Employees (Salarius):** The merger provides a potential path for continued operations and development of Salarius's assets (SP-3164) within a larger, strategically refocused entity, potentially securing their employment.
**Employees (Decoy):** Their management team will assume key leadership roles in the combined company, and their product pipeline will become the primary focus, offering continuity and growth opportunities.
**Creditors (Decoy):** A portion of Decoy's outstanding promissory notes (~$645,000) will be paid off from the offering proceeds, while certain officer notes (~$140,000) will remain outstanding, impacting their repayment schedule.
**Customers/Patients:** The combined company's focus on novel peptide conjugates and P-PROTACs in infectious diseases and oncology aims to address unmet medical needs, potentially leading to new therapeutic options in the future, though product candidates are in early stages.

Next Steps

Merger Closing is expected to occur concurrently with the closing of this financing.
Salarius intends to commence the Nasdaq initial listing process following the consummation of this financing and the Merger Closing, at such time that the post-transaction entity is expected to satisfy all applicable Nasdaq initial listing criteria.
Salarius will call a special stockholder meeting to approve the conversion of the Preferred Stock into common stock, a new equity incentive plan, and potentially a reverse stock split.
The Preferred Stock will not convert into Salarius common stock until Nasdaq approval of the initial listing application and stockholder approval of the Conversion Proposal.
Salarius intends to register the issuance of the shares of Salarius common stock underlying the Preferred Stock within 60 days of the Merger Closing.
The combined company plans to advance the clinical development of its research and development programs, including IND-enabling activities for Decoy's pan-Coronavirus fusion inhibitor program and design/selection of a lead molecule for its broad-acting respiratory antiviral program.
Decoy aims to begin a Phase 1 clinical trial for DCOY-101 potentially in the first half of 2026.
The combined company will continue supporting MDACC's ongoing investigator-initiated clinical trial evaluating seclidemstat (SP-2577) in combination with azacytidine for certain blood disorders.

Key Dates

Date	Description
August 3, 2011	Exclusive License Agreement between University of Utah Research Foundation and Salarius Pharmaceuticals, LLC.
January 23, 2015	Salarius's Registration Statement on Form 8-A filed.
March 24, 2015	Salarius's Annual Report on Form 10-K filed, including Forms of Stock Option Agreement under the Flex Pharma, Inc. 2015 Equity Incentive Plan.
June 1, 2016	Cancer Research Grant Contract between Cancer Prevention and Research Institute of Texas and Salarius Pharmaceuticals, LLC.
February 14, 2019	Salarius's Registration Statement on Form S-4 filed.
February 5, 2019	Amended and Restated Executive Employment Agreement between David J. Arthur and Salarius Pharmaceuticals, LLC.
July 19, 2019	Salarius's wholly owned subsidiary merged with Private Salarius, and Salarius changed its name to Salarius Pharmaceuticals, Inc. Amended and Restated Bylaws effective.
September 10, 2019	Amendment to Amended and Restated Executive Employment Agreement among David J. Arthur, Salarius, and Salarius Pharmaceuticals, LLC.
April 24, 2020	Executive Employment Agreement between Mark J. Rosenblum and Salarius Pharmaceuticals, Inc.
April 17, 2020	Decoy Therapeutics Inc. incorporated.
June 19, 2020	Salarius Pharmaceuticals, Inc., 2015 Equity Incentive Plan, as amended, filed.
December 11, 2020	Form of Inducement Warrant dated.
February 5, 2021	At the Market Offering Agreement between Salarius Pharmaceuticals, Inc. and Ladenburg Thalmann & Co. Inc. dated.
July 1, 2021	Form of 2021 Flex Warrants filed.
September 9, 2021	Grant Agreement between Decoy Therapeutics, Inc. and The Gates Foundation.
December 12, 2021	Start date for granting options to directors and officers (through filing date).
April 1, 2022	Amendment to the Amended and Restated Bylaws of Salarius effective.
April 22, 2022	Salarius issued and sold 3,113 shares of common stock and warrants for 2,335 shares in a registered direct offering.
October 14, 2022	Certificate of Amendment to Restated Certificate of Incorporation of Salarius filed.
January 3, 2023	Salarius issued 305 restricted shares of common stock to directors and officers.
January 31, 2023	Letter Agreement between Decoy Therapeutics Inc. and Johnson & Johnson Innovation LLC.
May 11, 2023	Salarius issued and sold 2,750 shares of common stock, pre-funded warrants, and Series A-1 and A-2 warrants to an accredited investor.
June 15, 2023	Amended and Restated Salarius Pharmaceuticals, Inc. 2015 Employee Stock Purchase Plan filed.
July 28, 2023	Letter Agreement between Decoy Therapeutics, Inc. and Johnson & Johnson Innovation LLC.
August 8, 2023	Salarius announced retention of Canaccord Genuity, LLC for strategic alternatives review.
August 29, 2023	Amendment 1 to Grant Agreement between Decoy Therapeutics, Inc. and The Gates Foundation.
February 20, 2024	Separation and Release Agreement and Consulting Agreement between David J. Arthur and Salarius Pharmaceuticals, Inc. Amendment to Executive Employment Agreement between Mark J. Rosenblum and Salarius Pharmaceuticals, Inc. Notice of Stock Option Amendment between David J. Arthur and Salarius Pharmaceuticals, Inc.
March 11, 2024	Letter Agreement between Decoy Therapeutics, Inc. and Johnson & Johnson Innovation LLC.
June 14, 2024	1-for-8 reverse stock split of Salarius common stock became effective.
July 19, 2024	Salarius announced closure of Phase 1/2 clinical trial for SP-2577 in Ewing sarcoma.
July 2024	FDA placed MDACC's SP-2577 trial on partial clinical hold due to a serious adverse event.
August 15, 2024	12% senior secured promissory note issued by Decoy, due August 15, 2025.
September 2024	12% unsecured promissory note issued by Decoy, due August 15, 2025.
November 11, 2024	Series A-2 warrants from May 2023 offering expired.
December 12, 2024	Salarius entered into a Securities Purchase Agreement (ELOC Agreement) with C/M Capital Master Fund, LP.
December 28, 2024	20% original issuance discount 12% promissory notes issued December 2023 by Decoy, due.
January 1, 2025	Start date for ATM sales and ELOC issuances (through October 10, 2025).
January 10, 2025	Salarius entered into the original Agreement and Plan of Merger with Decoy. Salarius entered into a Warrant Cancellation Agreement, paying $350,000 for cancellation of a Series A-1 Common Stock Purchase Warrant.
January 13, 2025	Start date for ELOC Agreement issuances (through October 10, 2025).
January 17, 2025	Nasdaq notified Salarius that the Decoy transaction constitutes a Change of Control.
February 2025	MDACC addressed FDA's questions, and the partial clinical hold on the SP-2577 trial was lifted, with patient enrollment resuming.
February 26, 2025	Amendment 2 to Grant Agreement between Decoy Therapeutics, Inc. and The Gates Foundation.
March 21, 2025	Salarius's Annual Report on Form 10-K for the year ended December 31, 2024, filed.
March 26, 2025	Decoy announced promising in silico activity of antiviral drug candidates against measles and Nipah viruses.
March 28, 2025	Amendment No. 1 to the Merger Agreement entered, eliminating cash balance adjustment.
April 2025	20% original issuance discount 12% promissory note issued by Decoy, due October 11, 2025.
May 14, 2025	Salarius's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed.
June 10, 2025	Amendment No. 2 to the Merger Agreement entered, reducing Salarius's valuation to $2.31 million and adding post-closing anti-dilution price protection for Preferred Stock.
June 30, 2025	Financial reporting date for unaudited pro forma condensed combined financial information.
July 8, 2025	Salarius stockholders approved removal of the Exchange Cap under the ELOC Agreement.
July 18, 2025	Amendment No. 3 to the Merger Agreement entered, allowing exchange of Decoy promissory notes for Series B Preferred Stock.
July 29, 2025	Amendment No. 4 to the Merger Agreement entered, modifying conversion terms for Preferred Stock, removing $2M threshold, changing calculation to actual price, and eliminating one-year limitation on adjustments.
August 12, 2025	Salarius's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed.
August 15, 2025	1-for-15 reverse stock split of Salarius common stock became effective.
September 2, 2025	Salarius issued Promissory Note 1 to Decoy for $200,000, maturing November 13, 2025.
September 4, 2025	Salarius received letter from Nasdaq Hearings Panel confirming compliance with minimum bid price requirement.
September 17, 2025	Amendment No. 5 to the Merger Agreement entered, establishing Initial Issuance Price of $10.50 and Floor Price of $3.75 for Preferred Stock conversion ratio adjustment.
October 1, 2025	Salarius issued Promissory Note 2 to Decoy for $100,000, maturing November 13, 2025.
October 6, 2025	Salarius issued Promissory Note 3 to Decoy for $270,000, maturing November 5, 2025.
October 10, 2025	Closing price of Salarius common stock on Nasdaq was $4.08 per share. Salarius regained compliance with Nasdaq's minimum stockholders' equity requirement.
October 11, 2025	Decoy's 20% original issuance discount 12% promissory note issued April 2025, due.
October 14, 2025	Salarius estimates approximately $4.3 million in cash and cash equivalents.
October 21, 2025	Filing date of Amendment No. 7 to Form S-1. Salarius board approved a $225,000 transaction bonus for Mark J. Rosenblum.
November 5, 2025	Maturity date for Salarius Promissory Note 3 to Decoy.
November 13, 2025	Extended maturity date for Salarius Promissory Notes 1 and 2 to Decoy.
2025	Expected delivery date of securities to purchasers in the offering.
First half of 2026	Decoy's goal to begin a Phase 1 clinical trial for DCOY-101.

Recommendation

sell

The filing reveals a highly speculative investment with significant downside risks. Existing Salarius shareholders face substantial dilution, with their ownership reduced to approximately 14.8% before the current offering's dilutive effects. The accounting acquirer, Decoy, is a preclinical-stage company with no revenue and a 'substantial doubt' about its ability to continue as a going concern, indicating severe financial instability. The combined entity's pipeline is early-stage, meaning commercialization and profitability are years away and highly uncertain. While the strategic pivot to peptide conjugates and AI/ML is innovative, it's unproven. The immediate dilution for new investors is also significant. Given the precarious financial health, high dilution, early-stage pipeline, and inherent risks of drug development, a seasoned investor would likely recommend selling to mitigate further losses or reallocate capital to less risky opportunities.

Keywords

Biopharmaceutical, Merger, Public Offering, Peptide Conjugates, P-PROTACs, Oncology, Infectious Diseases, Clinical Stage, Preclinical, Nasdaq Listing, Dilution, Capital Raise, Warrants, SP-3164, SP-2577, Decoy Therapeutics, Salarius Pharmaceuticals, Biotechnology

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