Business Context and Reporting Period
This Form 8-K is filed by Salarius Pharmaceuticals, Inc. (not Decoy Therapeutics Inc.) with a report date of December 31, 2025. The filing addresses a critical corporate governance event regarding the company's listing status on The Nasdaq Capital Market.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The only financial metric disclosed is the stock price performance triggering the delisting notice:
- Stock Price: The closing bid price of the Company's common stock was below the $1.00 per share minimum requirement for the last 30 consecutive business days.
Material Changes
The primary material change is the receipt of a written notice from Nasdaq on December 31, 2025, stating the Company is not in compliance with Nasdaq listing rule 5550(a)(2) (Minimum Bid Price Requirement). Due to a reverse stock split effected within the prior one-year period, the Company is ineligible for the standard 180-day compliance period.
Outlook, Risks, and Management Commentary
- Delisting Timeline: Unless an appeal is requested by January 7, 2026, securities are scheduled for delisting and suspension on January 9, 2026.
- Management Action: The Company intends to appeal the determination to a Nasdaq Hearings Panel by the January 7 deadline. This appeal will stay the suspension pending a decision.
- Risks: There are no assurances that the Hearings Panel will grant a favorable decision or that the Company will regain compliance. If the appeal fails, the Company's securities will be removed from The Nasdaq Capital Market.
Investor Verification Checklist
- Verify the status of the appeal filed with the Nasdaq Hearings Panel by January 7, 2026.
- Monitor the daily closing bid price to assess the feasibility of regaining the $1.00 minimum requirement.
- Check for the filing of Form 25-NSE, which would confirm the removal of securities from Nasdaq listing.
- Review the Company's capital structure and recent reverse stock split history to understand the constraints on future compliance periods.