Salarius Pharmaceuticals, Inc. (NASDAQ: SLRX) is back in the headlines today after pricing a $7 million underwritten public offering tied to its pending business combination with Decoy Therapeutics. The company said the deal is expected to close “on or about November 12, 2025,” pending customary conditions, including consummation of the Decoy transaction. [1]
Key takeaways
- $7M offering priced: Common shares and pre‑funded warrants were sold with fixed‑price Series A and Series B warrants; Ladenburg Thalmann is sole book‑runner. [2]
- Volatile share action: After plunging Tuesday on the financing news, SLRX rebounded sharply today, with multiple outlets noting a 50–65% pre‑market/intraday bounce. [3]
- Merger gating item: Closing of the offering is conditioned on the Decoy merger, a deal first announced in January and structured to create “Decoy Therapeutics” as the combined company. [4]
What happened today (Nov. 12, 2025)
Salarius confirmed the pricing of its offering for gross proceeds of ~$7 million before fees. The package includes:
- 2,514,335 shares of common stock and pre‑funded warrants to purchase 2,152,331 shares,
- Series A warrants to purchase up to 4,666,666 shares (5‑year term) and Series B warrants to purchase up to 4,666,666 shares (1‑year term), both with a $1.50 exercise price,
- A 45‑day option for the underwriter to buy up to 699,999 additional shares and/or additional Series A and/or Series B warrants. [5]
The company notes the registration statement on Form S‑1 (File No. 333‑284368) became effective on Nov. 10, 2025, and the closing is expected around today, Nov. 12, subject to the merger and other closing conditions. Net proceeds are earmarked to advance Salarius and Decoy R&D programs, repay certain Decoy promissory notes, and for general corporate purposes. [6]
How the market reacted
Shares sold off steeply on Tuesday after the financing terms were revealed—one recap pegged the move at ~46–51%—then snapped back early today, with separate reports citing a >50% pre‑market rise and ~65% intraday surge as traders reassessed the structure and path to closing. Volatility remains extreme. [7]
Context: Tuesday’s decline followed the textbook small‑cap biotech pattern of discount financing–driven pressure; today’s bounce appears linked to bargain hunting and attention on the “fixed‑price, no variable features” warrant language that often calms fears of ongoing price resets. [8]
Why the Decoy deal matters
Salarius and Decoy Therapeutics signed a definitive merger agreement in January 2025. The combined company is expected to be called Decoy Therapeutics and focus on peptide‑conjugate therapeutics for respiratory viruses and GI cancers. The offering’s closing is explicitly tied to consummation of this deal. [9]
Separately, prior SEC disclosures indicated Nasdaq views the transaction as a change of control that requires the post‑transaction entity to satisfy initial listing standards during step two of the deal and before the shareholder vote to convert certain preferred stock. That framework underscores why financing, listing compliance, and sequencing matter for timing. [10]
Offering terms at a glance
- Combined public price: $1.50 per common share + accompanying warrants; $1.4999 per pre‑funded warrant + accompanying warrants
- Warrants:
- Series A: $1.50 strike, 5‑year term
- Series B: $1.50 strike, 1‑year term
- Underwriter:Ladenburg Thalmann & Co. Inc. (sole book‑runner)
- Greenshoe: 45‑day option for up to 699,999 additional shares and/or Series A and/or Series B warrants
- Use of proceeds: R&D across Salarius/Decoy, repay certain Decoy notes, and general corporate purposes
- Expected close:On or about Nov. 12, 2025 (subject to Decoy merger closing and other conditions) [11]
Company & pipeline snapshot (for readers new to SLRX)
Salarius describes itself as a clinical‑stage biopharma with two oncology assets:
- Seclidemstat (lead candidate), in an investigator‑initiated Phase 1/2 study in hematologic malignancies (MDS/CMML) at MD Anderson Cancer Center, and
- SP‑3164, an IND‑stage protein degrader program. [12]
The company regained full Nasdaq compliance in October after a series of remediation steps earlier this year—context that has been part of the merger path narrative. [13]
What’s next to watch
- Final prospectus filing and confirmation of offering close if all conditions are met. [14]
- Merger completion milestones and any Nasdaq initial‑listing checkpoints tied to the transaction’s second step. [15]
- Warrant activity & dilution math: Today’s structure avoids variable‑price features, but full exercise of Series A/B warrants (and any over‑allotment) would still materially increase the share count over time. [16]
- Program updates from Salarius/Decoy R&D that could re‑anchor valuation beyond capital structure headlines. [17]
Reporting notes & sources (Nov. 12, 2025)
- Official pricing announcement & terms: PR Newswire release (Nov. 11, 2025). [18]
- Stock move coverage: TipRanks “Why SLRX is up ~65% today” and MT Newswires/MarketScreener pre‑market snapshot. [19]
- Tuesday’s sell‑off recap: Investing.com article (Nov. 11, 2025). [20]
- Merger background: Jan. 13, 2025 merger announcement; SEC/Nasdaq listing process context. [21]
Editorial disclosure: This article is for information only and not investment advice. Markets are volatile; verify details in company filings and consult a licensed professional before making financial decisions. [22]
References
1. www.prnewswire.com, 2. www.prnewswire.com, 3. www.marketscreener.com, 4. www.prnewswire.com, 5. www.prnewswire.com, 6. www.prnewswire.com, 7. m.ca.investing.com, 8. www.prnewswire.com, 9. www.globenewswire.com, 10. www.sec.gov, 11. www.prnewswire.com, 12. www.prnewswire.com, 13. www.biospace.com, 14. www.prnewswire.com, 15. www.sec.gov, 16. www.prnewswire.com, 17. www.prnewswire.com, 18. www.prnewswire.com, 19. www.tipranks.com, 20. m.ca.investing.com, 21. www.globenewswire.com, 22. www.prnewswire.com
