Decoy Therapeutics Inc.: Amended Certificate of Incorporation to effect a 1-for-12 reverse stock split of common stock (effective 2026-03-06).
“On March 5, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.”
Governance Changes
Decoy Therapeutics Inc.: Approved an amendment and restatement of the Amended and Restated Bylaws to reflect the name change (effective 2026-01-08).
“In connection with the Name Change, the Board of Directors of the Company approved an amendment and restatement of the Company’s Amended and Restated Bylaws, as amended (the “Second Amended and Restated Bylaws”), effective as of January 8 , 2026. The Amended and Restated Bylaws reflect the Name Change.”
Governance Changes
Decoy Therapeutics Inc.: Changed the legal name of the company from Salarius Pharmaceuticals, Inc. to Decoy Therapeutics Inc (effective 2026-01-08).
“On January 7, 2026, Salarius Pharmaceuticals, Inc. (the “ Company ” or the “Registrant” ) announced that it has filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended (“Certificate of Amendment”) with the Secretary of State of the State of Delaware to change the legal name of the Company from “Salarius Pharmaceuticals, Inc.” to “Decoy Therapeutics Inc.,” effective as of January 8 , 2026 (the “Name Change”).”
Listing & Compliance Notices
Decoy Therapeutics Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)(iv)).
“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 $1.00 per share (the “Minimum Bid Price Requirement”). Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to Nasd”
M&A Transactions
Decoy Therapeutics Inc. completed an acquisition involving Decoy Therapeutics for 877.709 shares of Series A Non-Voting Convertible Preferred Stock and 796.306 shares of Series B Non-Voting Convertible Preferred Stock (closed 2025-11-12).
“with and into Merger Sub I (the “Merger”), resulting in the Decoy business becoming a wholly owned subsidiary of the Company. In connection with the Merger, the Company issued 877.709 shares of Series A Non-Voting Convertible Preferred Stock (the "Series A Stock") and 796.306 shares of Series B Non-Voting Convertible Preferred Stock (the "Series B Stock") to”
Equity Issuances
Decoy Therapeutics Inc. issued preferred stock.
“On September 17, 2025, the Company entered into a Fifth Amendment to Agreement and Plan of Merger (the “Fifth Amendment”) to modify the conversion terms of the Company’s form of Certificate of Designations of Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) and Series B Non-Voting Convertible Preferred Stock (“Series B Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Stock”)”
Governance Changes
Decoy Therapeutics Inc.: Filed a Certificate of Amendment to effect a 1-for-15 reverse stock split of common stock (effective 2025-08-15).
“On August 15, 2025, Salarius Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s amended and restated certificate of incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware , to effect a 1-for-15 reverse stock split (the “reverse split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “ Common Stock ”), effective at 5:00 p.m. Eastern Time on that date (the “Effective Date”).”
Listing & Compliance Notices
Decoy Therapeutics Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1), 5810(d)(2)).
“March 26, 2025, the Company received a letter from Nasdaq notifying the Company that, based on the financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2024, the Company no longer complied with the requirement under Nasdaq Listing Rule 5550(b)(1) to maintain a minimum of $2.5 million in stockholders’ equity for continued listing on The Nasdaq Capital Market (the “Equity Standard”). The letter indicated that the Company had until May 12, 2025 to either regain compliance with the Equity Standard or submit a plan to Nasdaq to regain compliance with the”
Listing & Compliance Notices
Decoy Therapeutics Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)(iv)).
“April 23, 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 $1.00 per share (the “Minimum Bid Price Requirement”). Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to Nasdaq”
Listing & Compliance Notices
Decoy Therapeutics Inc. received a nasdaq noncompliance notice notice regarding stockholders equity (rules 5550(b)(1)).
“March 26, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the financial statements contained in its Form 10-K for the year ended December 31, 2024, the Company no longer complies with the requirement under Nasdaq Listing Rule 5550(b)(1) to maintain a minimum of $2.5 million in stockholders’ equity for continued listing on the Nasdaq Capital Market (the “Equity Standard”). In addition, as of March 28, 2025, the Company does not meet the alternative compliance standards relating to”
Listing & Compliance Notices
Decoy Therapeutics Inc. received a nasdaq extension granted notice regarding minimum bid price (rules 5550(a)(2)).
“int the Company would have an opportunity to appeal the delisting determination to a Nasdaq Listing Qualifications Panel (the “Panel”), but there can be no assurance that the Panel would grant the Company’s request for continued listing. As a condition of the Approval imposed by Nasdaq Listing Rule 5810(c)(3)(a), the Company notified Nasdaq that it would seek to implement a reverse stock split, if necessary, to regain compliance with the Bid Price Rule. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its”
David J. Arthur changed role as President and Chief Executive Officer at Decoy Therapeutics Inc..
“On February 20, 2024 (the “Separation Date”), Salarius Pharmaceuticals, Inc. (the “Company”) entered into a separation and release agreement (the “Separation Agreement”) with David J. Arthur, the Company’s President and Chief Executive Officer, which provides for Mr. Arthur’s separation of employment, effective as of the Separation Date.”
Listing & Compliance Notices
Decoy Therapeutics Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).
“September 5, 2023, Salarius Pharmaceuticals, Inc. (the “Company”) was notified (the “Notice”) by Nasdaq Stock Market, LLC (“Nasdaq”) that on September 1, 2023, the average closing price of the Company’s common stock (the “Common Stock”) over the prior 30 consecutive trading days had fallen below $1.00 per share, which is the minimum average closing price required to maintain listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). The Notice has no immediate effect on the listing or trading of the Company’s common stock. In accordance with Nasdaq Listing Rule 581”
Earnings Releases
Decoy Therapeutics Inc. reported three and six months ended June 30, 2023 results: net income Net loss for the second quarter of 2023 was $3.9 million, or $1.43 per share, EPS $1.43 per share.
“reported financial results for the three and six months ended June 30, 2023”
Shareholder Votes
Decoy Therapeutics Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm at the 2023-06-14 meeting.
“4. Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: Votes For Votes Against Abstentions 913,353 103,072 25,218”
Shareholder Votes
Decoy Therapeutics Inc. shareholders approved Non-binding advisory vote on compensation of named executive officers at the 2023-06-14 meeting.
“3. Proposal to provide a non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in the Proxy Statement: Votes For Votes Against Abstentions Broker Non-Votes 216,044 85,774 12,655 727,170”
Shareholder Votes
Decoy Therapeutics Inc. shareholders approved Approval of Amended and Restated Salarius Pharmaceuticals, Inc. 2015 Employee Stock Purchase Plan at the 2023-06-14 meeting.
“2. Proposal to approve the Amended and Restated Salarius Pharmaceuticals, Inc. 2015 Employee Stock Purchase Plan: Votes For Votes Against Abstentions Broker Non-Votes 224,289 74,630 15,554 727,170”
Shareholder Votes
Decoy Therapeutics Inc. shareholders approved Election of three Class II directors at the 2023-06-14 meeting.
“1. Proposal to elect three Class II directors to serve until the 2026 annual meeting or until their successors are duly elected and qualified: Nominees Votes For Votes Against Abstentions Broker Non-Votes David J. Arthur 270,248 632 43,593 727,170 Bruce J. McCreedy 267,578 641 46,254 727,170 Jonathan Lieber 269,684 547 44,242 727,170”
Material Agreements
Decoy Therapeutics Inc. entered into Registration Rights Agreement with an accredited investor (effective 2023-05-11).
“In connection with the Offering, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor pursuant to which the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement covering the Shares sold in the Offering and the shares of Common Stock issuable upon exercise of the Warrants on or prior to the date that is 15 calendar days following the date of the Registration Rights Agreement (the “Filing Date”).”
Material Agreements
Decoy Therapeutics Inc. entered into Securities Purchase Agreement with an accredited investor valued at approximately $6.0 million (effective 2023-05-11).
“On May 11, 2023, Salarius Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor in a private placement (the “Offering”) (i) 330,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,306,364 shares of Common Stock, (iii) Series A-1 warrants (the “Series A-1 Warrants”) to purchase up to 3,636,364 shares of Common Stock and (iv) Series A-2 warrants (the “Series A-2 Warrants” and together with the Series A-1 Warrants, the “Common Stock Warrants,” and together with the Pre-Funded Warrants, the “Warrants”) to purchase up to 3,636,364 shares of Common Stock, at a purchase price of (a) $1.65 per Share and accompanying Common Stock Warrants and (b) $1.6499 per Pre-Funded Warrant and accompanying Commo”
Earnings Releases
Decoy Therapeutics Inc. reported three and nine months ended September 30, 2022 results: net income Net loss for the third quarter of 2022 was $14.4 million, or $6.41 per share, EPS $6.41 per share.
“Salarius Pharmaceuticals, Inc. (the “Company”) reported financial results for the three and nine months ended September 30, 2022”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.