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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2025
SALARIUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-36812 |
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46-5087339 |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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2450 Holcombe Blvd. Suite X Houston, TX |
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77021 |
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(Zip Code) |
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(713) 913-5608
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 |
SLRX |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On December 19, 2025, Salarius Pharmaceuticals, Inc. (the “Company”) convened its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, there was not a sufficient number of shares of the Company’s common stock present or represented by proxy in order to constitute a quorum. As a result, the Company adjourned the Annual Meeting, without conducting any business.
As announced at the Annual Meeting, the Annual Meeting will reconvene on December 31, 2025 at 10:00 am Central Time and will continue to be held virtually via live webcast at www.virtualshareholdermeeting.com/SLRX2025. No changes have been made to the proposals to be voted on by the stockholders described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2025 (the “Definitive Proxy Statement”). The Company encourages all stockholders to review the Definitive Proxy Statement, along with all other related proxy materials, which are available free of charge on the SEC’s website at www.sec.gov.
The record date for determining stockholder eligibility to vote at the Annual Meeting will remain the close of business on October 24, 2025. Proxies previously submitted will be voted at the Annual Meeting unless properly revoked, and the stockholders who have already submitted a proxy or otherwise voted need not take any action.
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Item 7.01 |
Regulation FD Disclosure. |
On December 19, 2025, the Company issued a press release announcing the convening and adjournment of the Annual Meeting and the information for the reconvened Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information included in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SALARIUS PHARMACEUTICALS, INC. |
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Date: December 19, 2025 |
By: |
/s/ Mark J. Rosenblum |
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Mark J. Rosenblum
Executive Vice President & Chief Financial Officer
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EX-99.1
2
slrx-pressreleasex2025annu.htm
EX-99.1
Document
Salarius Pharmaceuticals Announces Adjournment of Annual Meeting, Information for Reconvened Annual Meeting
HOUSTON, December 19, 2025 – Salarius Pharmaceuticals, Inc. (Nasdaq: SLRX) (“Salarius” or the “Company”) today announced that its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) scheduled for and convened on December 19, 2025 has been adjourned for the purpose of soliciting additional votes with respect to the proposals described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2025.
The required quorum for the transaction of business at the Annual Meeting is 34% of the outstanding shares entitled to vote. There was less than the required voting power represented in person or by proxy at the meeting. The Annual Meeting will be reconvened on December 31, 2025 at 10.00 a.m. Central Time and will continue to be held virtually via live webcast at www.virtualshareholdermeeting.com/SLRX2025.
The record date for determination of stockholders entitled to vote at the reconvened Annual Meeting remains the close of business on October 24, 2025. At the time the Annual Meeting was adjourned, proxies had been submitted by stockholders representing approximately 30% of the shares of the Company's common stock issued and outstanding as of the record date.
Stockholders as of close of business on October 24, 2025, the record date for the Annual Meeting, are encouraged to vote as soon as possible via the Internet at www.proxyvote.com or by phone at 1-800-690-6903 (have proxy card available). Eligible stockholders may also vote by contacting the Company’s proxy solicitor, Alliance Advisors, at SLRX@allianceadvisors.com.
Important Information
This material may be deemed to be solicitation material in respect of the Annual Meeting to be reconvened and held December 31, 2025. In connection with the Annual Meeting, the Company filed a definitive proxy statement and a proxy card with the SEC on November 7, 2025. BEFORE MAKING ANY VOTING DECISIONS, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING PROXY CARD, AND ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. The proxy materials have been made available to stockholders who are entitled to vote at the Annual Meeting. The Company's definitive proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC's website at sec.gov or the Company's website https://investors.salariuspharma.com/sec-filings.
Participant Information
The Company, its directors, certain of its officers, and other employees are or will be “participants” (as defined in Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the Annual Meeting.
The identity, their direct or indirect interests (by security holdings or otherwise), and other information relating to the participants is available in the definitive proxy statement filed with the SEC on November 7, 2025, including in the section titled “Security Ownership of Certain Beneficial Owners and Management” (beginning on page 32). To the extent the holdings by the “participants” in the solicitation reported in the definitive proxy statement have changed, such changes have been or will be reflected on “Statements of Change in Ownership” on Forms 3, 4 or 5 filed with the SEC (where applicable). All these documents are or will be available free of charge at the SEC’s website at www.sec.gov.
About Decoy Therapeutics Inc.
Salarius’ subsidiary Decoy is a preclinical-stage biotechnology company that is leveraging ML and AI tools alongside high-speed synthesis techniques to rapidly design, engineer and manufacture peptide conjugate drug candidates that target serious unmet medical needs. The Company’s initial pipeline is focused on respiratory viruses and GI cancers. Decoy has attracted financing from institutional investors as well as significant capital from the Massachusetts Life Sciences Seed Fund, the Google AI startup program and the NVIDIA Inception program among other sources. The company has also received QuickFire Challenge award funding provided by the BARDA through BLUE KNIGHT™, a collaboration between Johnson & Johnson Innovation – JLABS and BARDA within the Administration for Strategic Preparedness and Response.
About Salarius Pharmaceuticals, Inc.
Salarius is a clinical-stage biopharmaceutical company with two drug candidates for patients with cancer in need of new treatment options. Salarius’ product portfolio includes seclidemstat, the company’s lead candidate, which is being studied in an investigator-initiated Phase 1/2 clinical study in hematologic cancers underway at MD Anderson Cancer Center as a potential treatment for myelodysplastic syndrome (MDS) and chronic myelomonocytic leukemia (CMML) in patients with limited treatment options. SP-3164, the company’s IND-stage second asset, is an oral small molecule protein degrader. Salarius previously received financial support for seclidemstat for the treatment of Ewing sarcoma from the National Pediatric Cancer Foundation and was a recipient of a Product Development Award from the Cancer Prevention and Research Institute of Texas. For more information, please visit www.salariuspharma.com.
Contact:
Salarius Pharmaceuticals
Rick Pierce, CEO
Pierce@decoytx.com
617-447-8299
Business Development
Peter Marschel, CBO
Peter@Decoytx.com
617-943-6305
Investors and Media
Alliance Advisors IR
Jody Cain
jcain@allianceadvisors.com
310-691-7100
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