Business Context and Reporting Period
This Form 8-K is filed by Salarius Pharmaceuticals, Inc. (not Decoy Therapeutics Inc., despite the metadata request) on April 23, 2025. The report addresses a critical corporate governance event: the receipt of a delisting notice from The Nasdaq Stock Market LLC due to non-compliance with continued listing standards.
Key Financial Metrics and Listing Status
- Minimum Bid Price Requirement: The company failed to maintain a closing bid price of $1.00 per share for 30 consecutive business days.
- Stockholders' Equity: Based on the 2024 Form 10-K, the company failed to maintain the required minimum of $2.5 million in stockholders' equity.
- Compliance Period: The company is ineligible for the standard 180-day compliance period for the bid price deficiency because it executed a reverse stock split within the prior one-year period.
- Liquidity/Trading Status: Unless an appeal is successful, trading is scheduled to be suspended on May 2, 2025.
Material Changes and Delisting Determination
Nasdaq has determined that the company's securities will be delisted from The Nasdaq Capital Market. The filing notes two distinct failures:
- Bid Price Failure: Triggered an immediate delisting determination without a standard cure period due to the recent reverse stock split.
- Equity Standard Failure: Previously notified on March 26, 2025. Nasdaq will not accept a standalone compliance plan for this issue because the bid price failure serves as a separate ground for delisting.
Consequently, a Form 25-NSE will be filed with the SEC to remove the securities from listing unless the company appeals.
Outlook, Management Commentary, and Risks
Management Action: The company intends to appeal the delisting determination by April 30, 2025, before a Nasdaq Hearings Panel. Filing an appeal will stay the suspension of trading pending the panel's decision.
Strategic Plan: The company plans to present its strategy to regain compliance in connection with a planned merger transaction with Decoy Therapeutics Inc.
Risks and Contingencies:
- There is no assurance that the Hearings Panel will grant a favorable decision.
- There is no assurance that the merger with Decoy Therapeutics Inc. will be consummated.
- Forward-looking statements regarding the appeal and merger are subject to significant risks and uncertainties.
Investor Verification Checklist
- Verify the status of the appeal request with the Nasdaq Hearings Panel by April 30, 2025.
- Confirm the terms and progress of the planned merger with Decoy Therapeutics Inc.
- Monitor for the filing of Form 25-NSE, which would confirm the removal of the stock from Nasdaq.
- Review the company's most recent Form 10-K to assess the specific stockholders' equity deficit.
- Check for any subsequent filings regarding the outcome of the Hearings Panel decision.