The Shares, the Pre-Funded Warrants, the Milestone Warrants and the Placement Agent Warrant, and the shares of Common Stock issuable upon exercise thereof, are being offered and sold, or will be issued, without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506(b) of Regulation D promulgated thereunder,…

Regulation FD Disclosure. On June 26, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by referenc…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On June 26, 2026, Decoy Therapeutics Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional and accredited investor (the “Purchaser”) for a private placement of the Company’s securities (the “Private Placement”). The closing of the Private Placement is expected to occur on or about June 29, 2026 (the “Closing” and such date,…

Other Events As previously reported, on December 31, 2025, Decoy Therapeutics Inc. (the “Company”) received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price of the Company’s common stock (the “Common Stock”) for the last 30 consecutive business days was lower than the minimum bid price requirement of $1.00 per share (the “Minimum Bid Price Requirement”). Pursuant to…

Material Modification to Rights of Security Holders. To the extent required by

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 31, 2025, Salarius Pharmaceuticals, Inc. (the “Company”) received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq listing rule 5550(a)(2) because the closing bid price of the Company’s common stock for the last 30 consecutive business days was lower than the minimum bid price requirement of $1.…

Mr. Frederick E. Pierce, Dr. Barbara Hibner, Mr. Peter Marschel: The company entered into employment agreements with new executive officers.

Chief Executive Officer — Mr. Frederick E. Pierce: Mr. Frederick E. Pierce was appointed as the new Chief Executive Officer, replacing Mr. Mark Rosenblum.

above. Series A Preferred Stock Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal to, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of Common Stock. Except as provided in the Series A Certificate of Designation or as otherwise required by law, the Series A Preferred Stock does not have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding…

Unregistered Sales of Equity Securities Pursuant to the Merger Agreement, the Company issued shares of Series A and Series B Preferred Stock. The information contained in

Material Modification to Rights of Security Holders. The information contained in

Entry into a Material Definitive Agreement On November 11, 2025, Salarius Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as the sole underwriter (the “Representative”), relating to the issuance and sale in a public offering (the “Offering”) of: (i) 2,514,335 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to 2,152,331…

Other Events On November 11, 2025, the Company issued a press release announcing the pricing of the Offering, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On November 13, 2025, the Company issued a press releasing announcing the closing of the Merger, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Forward-Looking Statements This Current Report on Form 8…

Mark J. Rosenblum: Grant of a transaction bonus to the Acting Chief Executive Officer and Chief Financial Officer.

Entry into Material Definitive Agreement. As previously disclosed, Salarius Pharmaceuticals, Inc. (the “Company”) entered into an Agreement and Plan of Merger dated January 10, 2025, as previously amended by the First Amendment on March 28, 2025, by the Second Amendment on June 10, 2025, by the Third Amendment on June 18, 2025, and by the Fourth Amendment on July 29, 2025 (as amended, collectively, the “Merger Agreement”) with Decoy Therapeutics MergerSub I, Inc., Decoy Therapeutics MergerSub…

Material Modification to Rights of Security Holders. The information set forth under

Other Events. On August 22, 2025, Salarius Pharmaceuticals, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to its effective registration statement on Form S-3 (File No. 333-266589) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission on August 5, 2022 and declared effective by the SEC on August 16, 2022, covering the registered offering of up to $2,600,000 of shares of common stock, par value $0.0001 per share, of the Company…

Other Events DESCRIPTION OF BUSINESS OF DECOY THERAPEUTICS INC. Overview of Decoy’s and the Combined Company’s Proposed Business Decoy’s proprietary IMP 3 ACT TM platform ( I mmediate P eptide/ P PMO/ P- PROTAC A lpha-helical C onjugate T echnology) represents a paradigm shift in peptide conjugate drug discovery and manufacturing, leveraging machine learning (ML) and artificial intelligence (AI) tools alongside high- speed synthesis techniques to rapidly engineer, optimize and manufacture pep…

Unregistered Sales of Equity Securities 4 58582473.18 To the extent required by

Entry into a Material Definitive Agreement Merger Agreement 2 58582473.18 On January 10, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Decoy Therapeutics MergerSub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Decoy Therapeutics MergerSub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Decoy. Pursuant to the Merger Agreement, the Compan…

Chief Executive Officer — David J. Arthur: Mr. David J. Arthur resigned as CEO, and Mr. Mark J. Rosenblum was appointed as acting CEO.

Material Modification to Rights of Security Holders. To the extent required by

Unregistered Sales of Equity Securities. In transactions from July 10, 2025 through July 30, 2025, Salarius issued and sold a total of 5.5 million shares of its common stock for gross proceeds of approximately $3.8 million pursuant to that certain Securities Purchase Agreement, dated December 12, 2024, by and between C/M Capital Master Fund, LP (the “Investor”) and Salarius (the “Purchase Agreement”), as previously described in the Company’s Current Report on Form 8-K filed with the Securitie…

Results of Operations and Financial Condition On July 31, 2025, Salarius Pharmaceuticals, Inc. (“Salarius”) disclosed that, for the three-month period ended June 30, 2025, Salarius expects to report a net loss of approximately $900,000. As of June 30, 2025, Salarius had approximately $800,000 of cash and cash equivalents. Subsequent to June 30, 2025, Salarius issued approximately 5.5 million shares of its common stock pursuant to its existing “equity line of credit” for gross proceeds of appr…

Material Modification to Rights of Security Holders. The information set forth under