Business Context and Reporting Period
This Form 8-K is filed by Salarius Pharmaceuticals, Inc. (not Decoy Therapeutics Inc.) on October 6, 2025. The report addresses the Company's efforts to regain compliance with Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2.5 million in stockholders' equity. The Company had until October 20, 2025, to demonstrate compliance to avoid delisting.
Key Financial Metrics and Capital Activities
The filing details capital raising activities undertaken since June 30, 2025, to improve liquidity and stockholders' equity:
- At-the-Market Offering: Issued 434,882 shares of Common Stock for gross proceeds of $2.4 million via an agreement with Ladenburg Thalmann & Co. Inc.
- Private Placement: Issued 367,887 shares of Common Stock for gross proceeds of $3.8 million via a Securities Purchase Agreement with C/M Capital Master Fund, LP.
- Total Gross Proceeds: $6.2 million raised from these two transactions.
- Stockholders' Equity: Management estimates that stockholders' equity now exceeds the $2.5 million threshold required by Nasdaq.
Note: This filing does not provide specific figures for revenue, net profit, operating cash flow, or debt levels. The equity figures are preliminary estimates pending the completion of financial closing procedures for the quarter ended September 30, 2025.
Material Changes and Outlook
The primary material change is the significant increase in stockholders' equity resulting from the recent equity issuances. Management anticipates that the upcoming Form 10-Q for the period ended September 30, 2025, will reflect stockholders' equity in excess of $2.5 million. The Company is currently awaiting formal confirmation from Nasdaq regarding its compliance status.
Risks and Contingencies
- Delisting Risk: If the Company fails to regain or maintain compliance with Nasdaq listing standards, its common stock may be delisted, potentially resulting in a loss of market value and liquidity.
- Preliminary Data: The determination of stockholders' equity is based on estimates and has not been audited, reviewed, or compiled by an independent accounting firm. Final figures may vary upon completion of the quarter-end closing procedures.
- Forward-Looking Statements: There is no guarantee that the Company will successfully remedy noncompliance or that it will not face future noncompliance issues.
Investor Verification Checklist
- Verify the official Nasdaq confirmation of compliance with the $2.5 million stockholders' equity requirement.
- Review the upcoming Form 10-Q for the quarter ended September 30, 2025, to confirm the audited or reviewed stockholders' equity balance.
- Monitor the Company's cash burn rate and runway given the capital raised versus ongoing operational expenses.
- Check for any subsequent filings regarding the status of the delisting warning or compliance period.