Business Context and Reporting Period
This Form 8-K is filed by Salarius Pharmaceuticals, Inc. (not Decoy Therapeutics Inc.) on November 19, 2021. The report addresses a regulatory notice received from the Nasdaq Stock Market regarding the company's compliance with listing standards.
Key Financial Metrics
The filing does not provide specific financial statements, revenue, profit, cash flow, or debt figures. The only quantitative metric disclosed is the stock price performance:
- Stock Price Deficiency: The average closing price of the Common Stock over the 30 trading days prior to November 15, 2021, fell below $1.00 per share.
- Listing Requirement: Nasdaq Listing Rule 5550(a)(2) requires a minimum average closing price of $1.00 per share.
Material Changes
The material event reported is the receipt of a formal notice from Nasdaq on November 16, 2021, indicating a failure to satisfy the Minimum Bid Requirement. This notice has no immediate effect on the listing or trading of the stock but initiates a compliance period.
Outlook, Risks, and Management Commentary
- Compliance Timeline: The company has 180 calendar days (until May 16, 2022) to regain compliance.
- Compliance Criteria: To cure the deficiency, the closing bid price must be at least $1.00 per share for a minimum of ten consecutive business days within the initial period.
- Secondary Compliance Period: If the initial period is unsuccessful, the company may be eligible for an additional 180-day period, provided it meets other listing standards (e.g., market value of publicly held shares).
- Risks: There is no assurance the company will regain compliance. Failure to do so could result in delisting. The company retains the right to appeal a delisting determination to a Hearings Panel.
- Management Action: Management intends to actively monitor the stock price and evaluate available options to regain compliance.
Investor Verification Checklist
- Verify the current trading price of Salarius Pharmaceuticals (SLRX) to assess proximity to the $1.00 threshold.
- Monitor the company's stock price for ten consecutive days of trading at or above $1.00 to confirm compliance.
- Review future filings for updates on the company's market value of publicly held shares, which is required for a second compliance period.
- Check for any announcements regarding reverse stock splits or other corporate actions intended to increase the share price.