What's Happening?
Salarius Pharmaceuticals, Inc. has announced the pricing of a $7 million underwritten public offering, which is linked to its pending merger with Decoy Therapeutics. The offering includes common shares
and pre-funded warrants, with Series A and Series B warrants sold at a fixed price. Ladenburg Thalmann is the sole book-runner for the offering. The closing of this offering is contingent upon the completion of the merger with Decoy Therapeutics, a deal structured to create a combined company focused on peptide-conjugate therapeutics for respiratory viruses and gastrointestinal cancers. The merger was first announced in January 2025, and the offering is expected to close around November 12, 2025, subject to customary conditions.
Why It's Important?
The merger between Salarius Pharmaceuticals and Decoy Therapeutics is significant as it aims to create a new entity, Decoy Therapeutics, which will focus on developing therapeutics for respiratory viruses and gastrointestinal cancers. This merger and the associated offering are crucial for Salarius to advance its research and development programs and repay certain promissory notes. The offering's structure, with fixed-price warrants, is designed to stabilize the stock price and attract investors. The successful completion of the merger and offering could enhance Salarius's market position and provide necessary funding for its ongoing projects.
What's Next?
The next steps include the final prospectus filing and confirmation of the offering's close, provided all conditions are met. The completion of the merger will require meeting Nasdaq's initial listing standards during the transaction's second step. Additionally, the exercise of Series A and B warrants could increase the share count over time, impacting the company's capital structure. Updates from Salarius and Decoy's R&D programs will be crucial in re-anchoring the company's valuation beyond the current capital structure headlines.
