Salarius Pharmaceuticals priced an underwritten public offering that will raise approximately $7 million in gross proceeds. The offering consists of 2,514,335 shares of common stock and pre‑funded warrants to purchase 2,152,331 shares, plus Series A and Series B warrants, all priced at $1.50 per share. The transaction is expected to close on or about November 12, 2025, subject to customary closing conditions, including the consummation of the company’s proposed merger with Decoy Therapeutics.
The company’s cash position has been a persistent concern. As of December 31, 2024, Salarius reported $2.4 million in cash and cash equivalents, down from $5.9 million at the end of 2023. The $7 million infusion is intended to extend the runway, pay down promissory notes owed to Decoy, and fund general corporate purposes. The notes, totaling roughly $3.5 million, were issued to finance the merger and are due in 2026. The offering also aims to help Salarius meet Nasdaq’s minimum bid price and market‑capitalization requirements, which the company has struggled to maintain in recent quarters.
The merger terms give Decoy investors approximately 86 % ownership of the combined entity, while Salarius shareholders will hold about 14 %. The transaction will be structured primarily through the issuance of non‑voting preferred stock to Decoy investors, and the combined company will adopt the Decoy Therapeutics name. Decoy brings an AI‑driven peptide conjugate platform (IMP3ACT™) that targets respiratory viruses and oncology indications, complementing Salarius’s pipeline of seclidemstat for hematologic cancers and SP‑3164, a protein degrader. The strategic alignment is intended to accelerate clinical development and broaden the therapeutic portfolio.
Proceeds will be allocated to advance clinical programs for both companies, repay the promissory notes, and support working capital and capital expenditures. The combined entity expects the additional capital to accelerate the development of Decoy’s IMP3ACT platform and to support early‑phase trials of Salarius’s seclidemstat, potentially shortening the time to regulatory milestones. The use of funds also addresses liquidity concerns that have prompted the company to seek a lower‑priced offering to avoid a more severe cash crunch.
The market reacted negatively to the announcement. Investors viewed the $1.50 per share price as a significant discount to recent trading levels and interpreted the dilution and the company’s financial distress as a red flag. The steep decline in investor sentiment reflects concerns about the company’s ability to sustain operations without additional capital and the perceived risk of the merger’s completion. The offering’s discount and the company’s limited cash reserves were cited as primary drivers of the negative reaction.
Management emphasized the strategic importance of the transaction. CEO Mark J. Rosenblum said the deal “provides a path to scale the combined company’s pipeline and unlock value for shareholders.” CFO David Arthur highlighted the need for the capital to “maintain momentum in clinical development while ensuring liquidity.” Decoy CEO Rick Pierce noted that the merger “leverages Decoy’s AI platform to accelerate drug discovery and bring new therapies to market.”
The content on BeyondSPX is for informational purposes only and should not be construed as financial or investment advice. We are not financial advisors. Consult with a qualified professional before making any investment decisions. Any actions you take based on information from this site are solely at your own risk.