S-1/A: Salarius Pharmaceuticals and Decoy Therapeutics Announce Merger and Public Offering Amidst Nasdaq Delisting Concerns
Sentiment:
Merger and Public Offering Registration Statement Amendment
Salarius Pharmaceuticals is proceeding with a reverse merger with preclinical-stage Decoy Therapeutics, coupled with a public offering, as it faces significant Nasdaq delisting threats and aims to pivot its business focus to novel peptide conjugate therapeutics.
Delay expectedSalarius' plan to file an IND for SP-3164 in H1 2023 and begin a Phase 1/2 clinical trial in H2 2023 was curtailed due to 'lack of funding'.The conversion of Series A Preferred Stock into common stock is contingent on Nasdaq's approval of the initial listing application and stockholder approval of the Conversion Proposal, which may cause delays.The timing of the consummation of the Merger is uncertain, and failure to complete it could negatively impact Salarius' stock price and future business.
Capital raiseThe current public offering is intended to satisfy the 'Qualified Financing' condition of the merger, requiring minimum proceeds of at least $6.0 million.Salarius has an existing 'At the Market Offering Agreement' (ATM) under which it issued 399,291 shares for $416,999 between January 1, 2025, and June 10, 2025, and may continue to sell shares, leading to further dilution.Salarius has an 'Equity Line of Credit' (ELOC Agreement) with C/M Capital Master Fund, LP, allowing it to sell up to $10 million of newly issued shares, with 283,933 shares sold for $740,500 between January 13, 2025, and June 10, 2025.Decoy has historically relied on non-dilutive funding from grants (e.g., Gates Foundation, Blue Knight Program) and will continue to seek such funds.Decoy issued 20% original issue discount promissory notes in April-May 2025 for gross proceeds of $1,200,000 (principal $1,500,000) to satisfy current payables and past promissory notes, and for merger-related expenses.
Worse than expectedSalarius' valuation in the merger was reduced from $4.6 million to $2.31 million due to 'significant changes in market conditions' and 'substantial deterioration' in its common stock price since January 2025.Salarius is currently non-compliant with Nasdaq's minimum bid price ($1.00) and stockholders' equity ($2.5 million) requirements, indicating a precarious financial position that could lead to delisting.Both Salarius and Decoy have incurred substantial accumulated deficits and recurring net losses, with auditors raising 'substantial doubt' about their ability to continue as a going concern.
Summary
- Salarius Pharmaceuticals, a clinical-stage biopharmaceutical company, is undergoing a reverse merger with Decoy Therapeutics Inc., a preclinical-stage biotechnology company, in a two-step transaction.
- The merger values Decoy at $28.0 million and Salarius at $2.31 million, resulting in Decoy stockholders owning approximately 92.4% and Salarius legacy stockholders retaining 7.6% of the combined company, before accounting for the dilutive effects of the Qualified Financing.
- The merger is conditioned upon Salarius securing at least $6.0 million in Qualified Financing and maintaining its Nasdaq listing.
- Salarius is currently facing Nasdaq delisting due to non-compliance with the $1.00 minimum bid price requirement and the $2.5 million stockholders' equity standard, but has been granted an extension by a Nasdaq Hearings Panel to regain compliance by early July 2025 (Equity Standard) and early August 2025 (Minimum Bid Price).
- The combined company plans to integrate Salarius' SP-3164 compound to create a novel class of peptide-based proteolysis targeting chimeras (P-PROTACs), initially focusing on metastatic colorectal cancer.
- Decoy's proprietary IMP³ACT platform leverages machine learning and artificial intelligence for rapid design, optimization, and manufacturing of peptide conjugates, with an initial focus on infectious diseases and oncology.
- Decoy's lead program is a nasally inhaled pan-Coronavirus prophylactic, with an Investigational New Drug (IND) application planned for the first half of 2026.
- Salarius has curtailed its SP-3164 clinical trial due to lack of funding and closed its SP-2577 Ewing sarcoma trial to conserve cash, though support for an investigator-initiated trial of SP-2577 in blood disorders continues after a partial clinical hold was lifted in February 2025.
- The net proceeds from the public offering will be used to advance the combined company's R&D programs, pay off certain of Decoy's outstanding promissory notes, and for general corporate purposes.
- Both Salarius and Decoy have incurred significant accumulated deficits and recurring losses, raising substantial doubt about their ability to continue as a going concern independently.
Sentiment
Score: 4
Explanation: The sentiment is cautiously negative. While the merger offers a strategic pivot and access to new technology, both companies are pre-revenue with significant accumulated deficits and ongoing losses. Salarius faces immediate Nasdaq delisting threats, and the merger itself involves substantial dilution for existing shareholders. The document highlights numerous risks associated with early-stage drug development, regulatory hurdles, and financial sustainability, indicating a high-risk investment.
Positives
- The merger with Decoy Therapeutics provides Salarius with a new strategic direction and a promising preclinical pipeline focused on peptide conjugate therapeutics, leveraging AI/ML for drug discovery.
- Decoy's IMP³ACT platform offers a novel approach to drug development, with potential applications across a wide range of human diseases, including infectious diseases and oncology.
- The combined company plans to integrate Salarius' SP-3164 into Decoy's platform to create P-PROTACs, potentially expanding therapeutic opportunities.
- Decoy has secured significant non-dilutive funding from organizations like The Gates Foundation and Johnson & Johnson's Blue Knight Program, validating its platform and programs.
- The lifting of the partial clinical hold on the SP-2577 trial by MD Anderson Cancer Center allows patient enrollment to resume, indicating progress for this legacy Salarius asset.
- The Nasdaq Hearings Panel granted Salarius an extension to regain compliance with listing rules, providing a pathway to maintain its public listing post-merger.
Negatives
- Both Salarius and Decoy have incurred significant accumulated deficits and recurring operating losses, raising substantial doubt about their ability to continue as a going concern.
- Salarius faces immediate Nasdaq delisting risks due to its common stock bid price falling below $1.00 and its stockholders' equity being below $2.5 million, despite a granted extension.
- The merger will result in substantial dilution for Salarius legacy stockholders, who will retain only approximately 7.6% ownership of the combined company.
- Salarius had to curtail its SP-3164 clinical trial and close its SP-2577 Ewing sarcoma trial due to a lack of funding, highlighting past financial constraints.
- Decoy's product candidates are all in the preclinical stage, meaning commercialization and revenue generation are many years away and subject to significant uncertainty and capital investment.
- The success of Decoy's novel drug development approach using AI/ML is unproven and may never lead to marketable products, carrying inherent risks.
Risks
- The Merger may be completed even if material adverse changes occur to Salarius or Decoy prior to closing, potentially affecting the combined company's market price.
- The combined company may be delisted from Nasdaq if it fails to meet initial listing standards or continued listing requirements, which could severely limit liquidity and ability to raise capital.
- Stockholders of the combined company will experience substantial ownership dilution due to the merger and the Qualified Financing.
- The historical unaudited pro forma financial information may not accurately represent the combined company's future results.
- Restrictions in the Merger Agreement may prevent Salarius and Decoy from pursuing alternative, potentially more favorable, business combinations.
- Salarius stockholders may not approve the reverse stock split proposal or the conversion of Preferred Stock, which could prevent Nasdaq compliance and harm operations.
- The combined company will require significant additional capital to fund operations and clinical development, which may not be available on favorable terms or at all, leading to further dilution or cessation of operations.
- The market price of Salarius common stock may decline significantly following the merger due to negative investor reaction or failure to meet expectations.
- Decoy's early-stage drug development is capital-intensive and highly uncertain, with a low probability of success for product candidates reaching commercialization.
- Reliance on third parties for clinical trials and manufacturing exposes the combined company to risks of delays, non-compliance, or unsatisfactory performance.
- The novel approach of Decoy's drug discovery platform (IMP³ACT) is unproven and may not lead to marketable products, and its reliance on AI/ML introduces unique regulatory and competitive risks.
- Intellectual property rights may not be successfully obtained, maintained, or enforced, leading to competitive disadvantages or costly litigation.
- The combined company faces intense competition from larger, more established pharmaceutical and biotechnology companies with greater resources.
- Cybersecurity threats and other security disruptions could adversely affect business operations, data integrity, and reputation.
- Acceptance of future products by the medical community and healthcare payors is uncertain and could be limited by price competition or reluctance to switch from existing treatments.
- Changes in the U.S. political and regulatory environment, including healthcare reform and FDA policies, could adversely affect the combined company's business and financial prospects.
Future Outlook
The combined company aims to become a fully integrated biopharmaceutical company, leveraging Decoy's IMP³ACT platform to develop a robust portfolio of novel peptide conjugate therapeutics, initially focusing on infectious diseases and oncology. Key future actions include filing an IND for the pan-Coronavirus prophylactic program in the first half of 2026, advancing another transformative program to IND-enabling status within two years, and conducting a thorough review of Salarius' legacy SP-2577 program. The company also intends to build platform manufacturing capabilities, continue to secure non-dilutive funding, and pursue value-enhancing partnerships. The long-term success and revenue generation are heavily dependent on successful clinical development, regulatory approvals, and market acceptance of its product candidates, which are currently in preclinical stages.
Management Comments
- The Salarius board of directors believed that the Merger is more favorable to its stockholders than the potential value that might have resulted from other strategic options available to Salarius, which would likely be a liquidation of Salarius and the distribution of any available cash if the Merger is not consummated.
- Decoy believes its integration with Salarius expands the combined company's opportunities to create an additional novel class of peptide conjugates, specifically, peptide-based proteolysis targeting chimeras (P-PROTACs), utilizing the Salarius compound SP-3164 as an important building block.
- Decoy believes the IMP³ACT platform has the potential to change the economics of antiviral drug development by addressing multiple high health burden viruses and preparing the world for emerging future threats with a single drug.
- Decoy believes that 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 belief cannot be confirmed until relevant experiments are performed.
- Decoy believes its platform is well-positioned to rapidly advance antiviral therapeutics in response to the emergence of novel and dangerous viral pathogens, considering this capability a valuable call option on the next epidemic or pandemic.
Industry Context
The merger positions the combined entity, Decoy Therapeutics, Inc., to capitalize on the emerging and rapidly growing field of peptide conjugate therapeutics, a modality exemplified by successful diabetes and weight loss treatments like Ozempic and Wegovy. By integrating AI/ML tools and high-speed synthesis, Decoy aims to streamline drug discovery and manufacturing, potentially addressing significant unmet medical needs in infectious diseases and oncology. The focus on broad-spectrum antivirals and precision oncology targets like GPCRs aligns with current industry trends seeking more efficient, targeted, and broadly applicable therapies, especially in light of ongoing viral threats and the need for improved cancer treatments beyond traditional chemotherapy.
Comparison to Industry Standards
- Decoy's IMP³ACT platform aims to accelerate drug discovery timelines from years to months or weeks, significantly faster than conventional drug development processes.
- The platform's goal to achieve peptide conjugate manufacturing readiness faster than traditional methods, aiming to meet or exceed a 100-day goal for vaccine manufacture, compares favorably to typical industry timelines.
- Decoy's target of total Cost of Goods Sold (COGS) of less than $1/dose for its lead pan-Coronavirus inhibitor program is highly competitive, especially when compared to the high costs associated with antibody-drug conjugates (ADCs) or complex biological processes.
- Decoy's approach to antiviral development, aiming for a single drug effective against multiple high health burden viruses (Flu/COVID-19/RSV), offers a unique value proposition compared to single-target therapies.
- The in silico activity against Measles and Nipah viruses, based on molecular dynamics modeling, shows similar affinity levels to hPIV3, RSV A, and RSV B, for which in vitro activity (EC50 < 1 uM) has been demonstrated, suggesting a potentially broad-acting therapeutic profile that could differentiate it from many competitors.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer and Director | David J. Arthur (Salarius) | Frederick E. Pierce (Decoy) | Upon Merger Completion | Merger of Salarius and Decoy, with Decoy's management taking key roles in the combined entity. |
| Chief Financial Officer | Mark J. Rosenblum (Salarius) | Upon Merger Completion | Continuation of Salarius' CFO in the combined entity. | |
| Chief Business Officer and Director | Peter Marschel (Decoy) | Upon Merger Completion | Merger of Salarius and Decoy, with Decoy's management taking key roles in the combined entity. | |
| Chief Scientific Officer and Director | Barbara Hibner (Decoy) | Upon Merger Completion | Merger of Salarius and Decoy, with Decoy's management taking key roles in the combined entity. | |
| Director | David J. Arthur (Salarius) | Upon Merger Completion | Transition from CEO to director role in the combined entity. | |
| Scientific Advisory Board Member | Robert Langer | Upon Merger Completion | Agreed to join Decoy's scientific advisory board. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | Following stockholder approval of preferred stock conversion, additional non-employee directors will be designated by Decoy and/or Salarius. If the board is five members, one from Salarius, four from Decoy. If seven members, two from Salarius, five from Decoy. If greater than seven, Salarius appoints a commensurate number based on its percentage ownership. | Upon Stockholder Approval of Preferred Stock Conversion | Significantly shifts board control to Decoy-designated members, reflecting Decoy's majority ownership in the combined entity. |
| Preferred Stock Conversion Limitations | Series A Preferred Stock will not convert into common stock until Nasdaq approves the initial listing application and stockholders approve the Conversion Proposal. | Upon Merger Closing | Delays full voting rights for Decoy stockholders until regulatory and shareholder conditions are met, providing a safeguard for Nasdaq compliance and existing Salarius shareholders. |
| Anti-Dilution Price Protection | The Certificate of Designation for Preferred Stock includes post-closing anti-dilution price protection for one year: if the combined company conducts a subsequent dilutive financing of at least $2 million at a weighted average effective price below the Qualified Financing price, the conversion ratio will reset to provide additional shares to Preferred Stockholders proportional to the dilution. | Upon Merger Closing | Protects Preferred Stockholders (primarily former Decoy stockholders) from future dilutive equity raises, potentially at the expense of common stockholders if such events occur. |
| Short Sale Restriction | The revised Certificate of Designation for Preferred Stock contains a provision designed to prevent Preferred Stockholders from engaging in short sales of Salarius Common Stock. | Upon Merger Closing | Aims to prevent downward pressure on the stock price from large-scale short selling by major new shareholders post-merger. |
| Stockholder Action by Written Consent | Salarius' Certificate of Incorporation provides that stockholders may not take action by written consent but only at annual or special meetings. | Already in effect | Limits the ability of a majority shareholder to take immediate action without a formal meeting, potentially delaying changes in control or management. |
| Special Meetings of Stockholders | Special meetings of stockholders may be called only upon a resolution approved by a majority of the total number of directors. | Already in effect | Further restricts shareholder ability to force consideration of proposals or changes outside of regular annual meetings. |
| Classified Board | The board of directors is classified into three classes with staggered three-year terms. | Already in effect | Makes it more difficult and time-consuming for stockholders to replace a majority of the directors, potentially discouraging hostile takeovers. |
Legal Proceedings
- Salarius is not currently a party to any legal proceedings the outcome of which it believes would individually or in the aggregate have a material adverse effect on its business, financial condition, or results of operations.
- Decoy is not currently a party to any legal proceedings that, in the opinion of its management, are likely to have a material adverse effect on its business.
Related Party Transactions
- Salarius' board member, Dr. McVicar, serves as a consultant to DeuteRx, LLC, from which Salarius acquired its targeted protein development portfolio (SP-3164) in January 2022 for $1.5 million and 5,000 shares of Salarius common stock.
- Salarius entered into a separation and release agreement with its President and CEO, David J. Arthur, effective February 20, 2024, paying him a lump-sum severance of $500,000, plus other benefits. Mr. Arthur continues to serve as CEO in a part-time consultant role for $10,417 per month (later amended to $500 per hour).
- Salarius amended stock options granted to Mr. Arthur to extend the post-termination exercise period from 90 days to 18 months.
- Decoy's CEO and founder, Frederick (Rick) Pierce, had an outstanding Demand Note of $55,555 plus accrued interest of $9,817 as of March 31, 2025.
- A family member of a Decoy officer/founder had an outstanding Demand Note of $83,333 plus accrued interest of $15,625 and an outstanding Promissory Note of $100,000 plus accrued interest of $10,566 as of March 31, 2025.
- During the second half of 2024, Decoy founders loaned the company approximately $124,000 through non-interest bearing, open-ended maturity notes.
Stakeholder Impact
- **Shareholders (Salarius Legacy)**: Will experience substantial dilution, retaining only 7.6% of the combined company. Their investment is at high risk due to the company's going concern issues and potential delisting.
- **Shareholders (Decoy Legacy)**: Will gain majority ownership (92.4%) of a publicly traded company, providing a potential liquidity event for their previously privately held shares, but subject to Nasdaq listing approval and conversion limitations.
- **Employees (Salarius)**: Significant reduction in operating personnel has already occurred. The merger will result in a new management team structure, potentially impacting remaining employees.
- **Employees (Decoy)**: Decoy's senior management will hold key positions in the combined company, and the merger aims to provide a more stable platform for their preclinical development efforts.
- **Customers/Patients**: The merger aims to accelerate the development of novel peptide conjugate therapeutics, potentially offering new treatment options for high unmet medical needs in cancer and infectious diseases, but these are long-term prospects.
- **Creditors**: Decoy's outstanding promissory notes will be paid off using proceeds from the Qualified Financing, which is a positive for those creditors. However, both companies' going concern doubts indicate inherent risk for other creditors.
- **Regulatory Authorities (Nasdaq)**: The company is actively working to regain compliance with Nasdaq listing rules, which is critical for maintaining its public trading status.
Next Steps
- Consummate the current public offering and the Merger Closing concurrently.
- File an initial listing application with Nasdaq for the post-transaction entity.
- Call a special stockholder meeting (scheduled for July 8, 2025) to approve the conversion of Preferred Stock into common stock, a new equity incentive plan, and a reverse stock split.
- Regain compliance with Nasdaq's Equity Standard by early July 2025 and Minimum Bid Price Requirement by early August 2025.
- Advance the clinical development of the combined company's research and development programs.
- Pay off certain of Decoy's outstanding promissory notes.
- Conduct a thorough review of Salarius' legacy SP-2577 small molecule program in mid-2025.
- File an IND for Decoy's pan-Coronavirus fusion inhibitor program in the first half of 2026.
- Bring forward one additional transformative program to IND-enabling status within two years.
- Continue to seek non-dilutive funding and pursue value-enhancing partnerships.
Key Dates
| Date | Description |
|---|---|
| 2011-08-03 | Salarius entered into an Exclusive License Agreement with the University of Utah Research Foundation for SP-2577. |
| 2014-02 | Salarius (as Flex Pharma, Inc.) was incorporated in Delaware. |
| 2015-01 | Salarius' 2015 Equity Incentive Plan expired. |
| 2015-11 | David J. Arthur began serving as CEO of Salarius' predecessor. |
| 2016-06-01 | Salarius entered into a Cancer Research Grant Contract with Cancer Prevention and Research Institute of Texas (CPRIT). |
| 2019-07 | Salarius' wholly owned subsidiary merged with Private Salarius, and Salarius changed its name to Salarius Pharmaceuticals, Inc. |
| 2020-04-17 | Decoy Therapeutics Inc. was incorporated. |
| 2020-05-25 | Decoy's Board of Directors adopted and stockholders approved The Decoy Therapeutics, Inc. Equity Incentive Plan. |
| 2020-06 | Decoy entered a broad one-year, non-exclusive licensing agreement with the Massachusetts Institute of Technology related to developing potential treatments for COVID-19. |
| 2020-07 | Decoy entered into a Sponsored Research Agreement and option agreement with Columbia University to evaluate a molecule to block the transmission of COVID-19. |
| 2020-11-04 | Decoy entered into a Convertible Promissory Note (Tranche A Note). |
| 2021-02-05 | Salarius entered into an At the Market Offering Agreement with Ladenburg Thalmann & Co. Inc. |
| 2021-03-25 | Decoy entered into a Convertible Promissory Note (Seed Note). |
| 2021-04-12 | Decoy entered into a Convertible Promissory Note (Seed Note). |
| 2021-07-02 | Salarius filed prospectus supplements to register the offering and sale of Common Stock under its ATM agreement. |
| 2021-07-08 | Decoy Drug Discovery Canada, Inc. was incorporated. |
| 2021-09-06 | Decoy received an initial foundation grant from the Bill and Melinda Gates Foundation. |
| 2021-10-20 | Decoy issued an unsecured promissory note (2021 Promissory Note). |
| 2021-12-22 | Decoy entered into a Senior Secured Convertible Promissory Note (Senior Note). |
| 2021-12-23 | Decoy entered into a second Senior Secured Convertible Promissory Note (Senior Note). |
| 2022-01-12 | Salarius entered into an Acquisition and Strategic Collaboration Agreement with DeuteRx, LLC. |
| 2022-04-05 | Decoy entered into a Convertible Promissory Note (Seed Note). |
| 2022-04-22 | Salarius issued and sold shares and warrants in a registered direct offering. |
| 2022-10-14 | Salarius effected a 1-for-25 reverse stock split. |
| 2023-01-03 | Salarius issued 4,580 restricted shares of its common stock to its directors and officers. |
| 2023-01-31 | Decoy received its first Quickfire Challenge award from Johnson & Johnson Innovation LLC. |
| 2023-05-11 | Salarius entered into a Securities Purchase Agreement with an accredited investor for shares and warrants. |
| 2023-05-16 | Salarius' Offering closed. |
| 2023-06-13 | Decoy issued three separate Demand Notes. |
| 2023-07-19 | Salarius announced the closure of its Phase 1/2 clinical trial evaluating SP-2577 for Ewing sarcoma. |
| 2023-07 | The FDA placed the MDACC trial of SP-2577 on partial clinical hold. |
| 2023-07-28 | Decoy received its second Quickfire Challenge award from Johnson & Johnson Innovation LLC. |
| 2023-08-08 | Salarius announced it retained Canaccord Genuity, LLC to lead a comprehensive review of strategic alternatives. |
| 2023-08-29 | Amendment 1 to Grant Agreement between Decoy and The Gates Foundation was signed. |
| 2023-09-22 | Decoy received the first $500,000 of an additional Quickfire grant. |
| 2023-11-13 | Decoy amended the Tranche A Note to extend its maturity date through June 30, 2024. |
| 2023-12-01 | Decoy received the second $500,000 of the additional Quickfire grant. |
| 2023-12-31 | Salarius' CPRIT grant closed. |
| 2024-02-20 | Salarius entered into a separation and release agreement with David J. Arthur, and a consulting agreement with him. Also, an amendment to Executive Employment Agreement with Mark J. Rosenblum. |
| 2024-03-11 | Decoy received its third Quickfire Challenge award from Johnson & Johnson Innovation LLC. |
| 2024-04-11 | Salarius granted Mr. Arthur an option to purchase 2,563 shares of common stock. |
| 2024-05 | Decoy issued promissory notes between May and September 2024. |
| 2024-06-14 | Salarius effected a 1-for-8 reverse stock split. |
| 2024-07 | Salarius financed its directors and officers' insurance premium with a short term note. |
| 2024-10 | Decoy issued convertible bridge notes between October and December 2024. |
| 2024-12-12 | Salarius entered into a securities purchase agreement (ELOC Agreement) with C/M Capital Master Fund, LP. |
| 2025-01-10 | Salarius entered into the Agreement and Plan of Merger with Decoy Therapeutics Inc. and a Warrant Cancellation Agreement. |
| 2025-01-13 | Salarius issued and sold 141,000 shares of common stock to C/M Capital Master Fund, LP under the ELOC Agreement. |
| 2025-01-17 | Nasdaq notified Salarius that the proposed transaction with Decoy constitutes a business combination resulting in a Change of Control. |
| 2025-01-27 | Decoy adjusted exercise price of 70,000 warrants from $16.00 to $7.00 and issued an additional 100,000 warrants at $7.00. |
| 2025-02 | MDACC announced that the FDA partial clinical hold on the SP-2577 trial had been lifted, with patient enrollment resuming. |
| 2025-02-20 | Salarius entered Amendment 1 to the Consulting Agreement with David J. Arthur. |
| 2025-02-26 | Amendment 2 to Grant Agreement between Decoy and The Gates Foundation was signed. |
| 2025-03-05 | Decoy issued an additional 100,000 warrants at $7.00. |
| 2025-03-11 | Decoy issued $250,000 of Short Term Demand notes. |
| 2025-03-21 | Salarius Annual Report on Form 10-K for the year ended December 31, 2024, was filed. |
| 2025-03-26 | Nasdaq notified Salarius of non-compliance with the minimum stockholders' equity requirement. Decoy announced promising in silico activity against measles and Nipah viruses. |
| 2025-03-28 | Amendment No. 1 to the Merger Agreement was signed. |
| 2025-04-11 | Decoy issued 20% original issue discount promissory notes in the principal amount of $656,250. |
| 2025-04-15 | Robert Langer agreed to join Decoy's scientific advisory board, effective upon completion of the Merger. |
| 2025-04-23 | Nasdaq notified Salarius of non-compliance with the minimum bid price requirement. |
| 2025-04-30 | Deadline for Salarius to appeal the Nasdaq delisting determination. |
| 2025-05-02 | Nasdaq delisting would have been scheduled to occur if no appeal was made. |
| 2025-05-12 | Deadline for Salarius to regain compliance with the Equity Standard or submit a plan. |
| 2025-05-14 | Salarius Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, was filed. |
| 2025-06-03 | Salarius' appeal before the Nasdaq Hearings Panel occurred. |
| 2025-06-10 | Amendment No. 2 to the Merger Agreement was signed. Last reported sale price of Salarius common stock was $0.721. |
| 2025-06-11 | Nasdaq Hearings Panel granted Salarius an extension to regain compliance with listing rules. |
| 2025-06-16 | Date of S-1/A filing. |
| 2025-07-08 | Special stockholder meeting scheduled to seek approval for a reverse stock split. |
| 2025-07 | Nasdaq milestone for Salarius to regain Equity Standard compliance. |
| 2025-08 | Nasdaq milestone for Salarius to regain Minimum Bid Price Requirement compliance. |
| 2026-H1 | Decoy plans to file an IND for its pan-Coronavirus fusion inhibitor program. |
Keywords
Biopharmaceutical, Merger, SEC Filing, S-1/A, Nasdaq Delisting, Public Offering, Peptide Conjugates, Targeted Protein Degradation, Oncology, Infectious Diseases, Clinical Trials, Preclinical Development, Artificial Intelligence, Machine Learning, Drug Discovery, Biotechnology, Corporate Governance, Risk Factors, Financial Health, Capital Raise, Dilution
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