Salarius Pharmaceuticals Inc.
09/18/2025 | Press release | Distributed by Public on 09/18/2025 05:01
Material Agreement, Corporate Action (Form 8-K)
Item 1.01. Entry into Material Definitive Agreement.
As previously disclosed, Salarius Pharmaceuticals, Inc. (the "Company") entered into an Agreement and Plan of Merger dated January 10, 2025, as previously amended by the First Amendment on March 28, 2025, by the Second Amendment on June 10, 2025, by the Third Amendment on June 18, 2025, and by the Fourth Amendment on July 29, 2025 (as amended, collectively, the "Merger Agreement") with Decoy Therapeutics MergerSub I, Inc., Decoy Therapeutics MergerSub II, LLC, and Decoy Therapeutics Inc. ("Decoy").
On September 17, 2025, the Company entered into a Fifth Amendment to Agreement and Plan of Merger (the "Fifth Amendment") to modify the conversion terms of the Company's form of Certificate of Designations of Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") and Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Stock", and together with the Series A Preferred Stock, the "Preferred Stock") to establish a baseline conversion price from which to calculate a proportional adjustment to the conversion ratio in the event of a dilutive "subsequent financing" under Section 7(e) (a "Subsequent Financing") of the designations for each series. The prior terms of the Preferred Stock contained price protection provisions that were to be calculated based on the difference between the effective per share price in the qualified financing contemplated by the Merger Agreement (the "Qualified Financing") and any Subsequent Financing. The Fifth Amendment modifies the Certificate of Designations for each series of Preferred Stock (i) to specify a threshold price of $10.50 per share (the "Initial Issuance Price") as the baseline assumed conversion price and (ii) to change the conversion price adjustment calculation such that the adjustment will be calculated based on the difference between the Initial Issuance Price and any dilutive Subsequent Financing (which may include the Qualified Financing). The Fifth Amendment also modifies the Certificate of Designations for each series of Preferred Stock to set a floor price of $3.75 per share as the lowest per share price to be used in the calculation of the price protection triggered by a Subsequent Financing.
In addition, the Fifth Amendment modifies the Certificate of Designations of Series B Preferred Stock to change the redemption price per share of Series B Preferred Stock to the Initial Issuance Price multiplied by 1,000.
Except as modified by The Fifth Amendment, the terms of the Merger Agreement remain in full force and effect.
The foregoing descriptions of Fifth Amendment and the Preferred Stock are not complete and are qualified in their entirety by reference to the full text of Fifth Amendment and the Certificate of Designations for each series of Preferred Stock, copies of which are filed as Exhibit 2.1, Exhibit 2.2 and 2.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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