DCOY

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2025

SALARIUS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36812 46-5087339

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2450 Holcombe Blvd. Suite X Houston, TX 77021

(Address of principal executive offices) (Zip Code)

(713) 913-5608 (Registrant’s telephone number, including area code)

N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

SLRX

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 2.02. 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 approximately $3.8 million. As of July 30, 2025, Salarius estimates that it has approximately $4.5 million in cash and cash equivalents, a portion of which is expected to be used for general corporate and working capital purposes including outstanding trade payables.

These estimates of Salarius’ net loss and cash and cash equivalents are preliminary and subject to completion. As a result, this unaudited preliminary financial information reflects Salarius’ preliminary estimates with respect to such information, based on information currently available to management, and may vary from Salarius’ actual financial results and position as of June 30, 2025. Further, these preliminary estimates are not a comprehensive statement or estimate of Salarius’ financial results or financial condition as of and for the quarter ended June 30, 2025. The unaudited preliminary net loss and cash and cash equivalents included herein has been prepared by, and is the responsibility of, management. Salarius’ independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, compiled or completed its procedures with respect to such unaudited financial information and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. It is possible that Salarius or its independent registered public accounting firm may identify items that require Salarius to make adjustments to the financial information set forth above. These estimates should not be viewed as a substitute for financial statements prepared in accordance with accounting principles generally accepted in the United States and they are not necessarily indicative of the results to be achieved in any future period. Accordingly, you should not draw any conclusions based on the foregoing estimates and should not place undue reliance on these preliminary estimates. Salarius assumes no duty to update these preliminary estimates except as required by law.

Item 3.02 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”),

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2025

SALARIUS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3681246-5087339

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)

2450 Holcombe Blvd.

Suite X

Houston, TX 77021

(Address of principal executive offices)(Zip Code)

(713) -913-5608

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

SLRX

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 2.02 Results of Operations and Financial Condition.

On January 17, 2025, Salarius Pharmaceuticals, Inc. (the “Company”) disclosed that, as of December 31, 2024, the Company estimates that its cash and cash equivalents totaled $2.4 million, which were held in bank deposit accounts and a money market account. Such amounts are preliminary, have not been audited and are subject to change upon completion of the Company's audited financial statements for the year ended December 31, 2024. Additional information and disclosures would be required for a more complete understanding of the Company's financial position and results of operations as of December 31, 2024.

Item 3.02 Unregistered Sales of Equity Securities.

On January 13, 2025, the Company issued and sold 141,000 shares (the “Purchase Shares”) of the Company’s common stock, par value $0.0001 per share, to C/M Capital Master Fund, LP (“Investor”), pursuant to that certain Securities Purchase Agreement dated December 12, 2024, by and between Investor and the Company (the “Purchase Agreement”), as previously described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2024. This issuance and sale was made following written notice delivered by the Company to Investor, directing Investor to purchase the Purchase Shares.

Pursuant to the Purchase Agreement, the purchase price paid by Investor was $3.50 per Purchase Share, for an aggregate purchase price of $493,500. The Company also issued 1,410 shares of its common stock (the “Commitment Shares”) to Investor as commitment shares pursuant to the terms of the Purchase Agreement.

The issuance and sale of the Purchase Shares and the Commitment Shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation D thereunder. The Company relied, in part, upon representations from Investor in the Purchase Agreement that Investor was an accredited investor as defined in Regulation D under the Securities Act.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SALARIUS PHARMACEUTICALS, INC.

Date: January 17, 2025By:/s/ Mark J. Rosenblum

Mark J. Rosenblum

Executive Vice President & Chief Financial Officer

3

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2023

SALARIUS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36812 46-5087339

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2450 Holcombe Blvd. Suite X Houston, TX 77021

(Address of principal executive offices) (Zip Code)

(832) 834-9144 (Registrant’s telephone number, including area code)

N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

SLRX

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 2.02     Results of Operations and Financial Condition.

On August 10, 2023, Salarius Pharmaceuticals, Inc. (the “Company”) reported financial results for the three and six months ended June 30, 2023 and other recent corporate updates. 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 2.02 of this Current Report on 8-K (including Exhibit 99.1 hereto) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, whether made before or after today’s date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press Release Announcing Financial Results, dated August 10, 2023.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 10, 2023

SALARIUS PHARMACEUTICALS, INC.

By:/s/ Mark J. Rosenblum

Mark J. Rosenblum

Executive Vice President of Finance and Chief Financial Officer