Business Context and Reporting Period
This Form 8-K Current Report is filed by Salarius Pharmaceuticals, Inc. (not Decoy Therapeutics Inc.) on June 11, 2025. The filing addresses a critical corporate governance event regarding the company's continued listing status on The Nasdaq Capital Market.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, or debt. However, it references the following financial thresholds relevant to listing compliance:
- Minimum Bid Price Requirement: $1.00 per share (Rule 5550(a)(2)).
- Stockholders' Equity Standard: $2.5 million (Rule 5550(b)(1)).
The company previously failed to meet both the Minimum Bid Price Requirement (closing bid price below $1.00 for 30 consecutive business days) and the Equity Standard based on its Form 10-K for the year ended December 31, 2024.
Material Changes and Events
Extension Granted: On June 11, 2025, the Nasdaq Hearings Panel granted Salarius an extension to regain compliance with listing rules, contingent on achieving specific milestones.
Compliance Milestones:
- Equity Standard: Regain compliance by early July 2025.
- Minimum Bid Price: Regain compliance by early August 2025.
Background of Non-Compliance:
- March 26, 2025: Notified of non-compliance with the $2.5 million Equity Standard.
- April 23, 2025: Received a Delisting Notice for failing the Minimum Bid Price Requirement. The company was ineligible for a standard 180-day compliance period due to a reverse stock split executed within the prior year.
- June 3, 2025: Hearing held before the Hearings Panel to appeal the delisting determination.
Outlook, Risks, and Contingencies
Contingency: The extension is conditional. If Salarius fails to satisfy the milestones by the prescribed dates (early July and early August 2025), the Hearings Panel may revoke the extension, potentially leading to delisting.
Risk: The primary risk is the suspension of trading and delisting from The Nasdaq Capital Market if the company cannot raise its stock price above $1.00 or increase stockholders' equity to $2.5 million within the short timeframe.
Investor Verification Checklist
- Verify the current closing bid price of Salarius common stock (SLRX) to assess progress toward the $1.00 threshold.
- Review the most recent financial statements to confirm if stockholders' equity has reached the $2.5 million requirement.
- Monitor for any subsequent 8-K filings regarding the revocation of the extension or failure to meet the July/August 2025 milestones.
- Confirm the status of the reverse stock split and its impact on future compliance eligibility.