Filed by Flex Pharma, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule
under the Securities Exchange Act of 1934
Subject Company: Salarius Pharmaceuticals, LLC
Flex Pharma, Inc. intends to send the following communication to its stockholders.
Flex Pharma Announces that ISS and Glass Lewis Recommend Shareholders Vote FOR All
Agenda Items relating to Flexs Strategic Merger with Salarius Pharmaceuticals
BOSTON June 10, 2019
Flex Pharma, Inc.
(Nasdaq: FLKS) today announced that Institutional Shareholder Services Inc. (ISS)
and Glass Lewis recommend that shareholders vote FOR all agenda items before or at Flex Pharmas June 14 Special Shareholders Meeting. Flexs Board of Directors also unanimously recommends voting FOR all agenda items as
the best way to preserve future shareholder value.
ISS and Glass Lewis are leading U.S. institutional voting advisory services. Salarius Pharmaceuticals,
LLC, is a privately held clinical-stage oncology company targeting the epigenetic causes of cancers.
The proposed transaction with Salarius appears to offer FLKS shareholders a better potential outcome than
FLKS standalone business.
The Flex board also ran a reasonably thorough sale process before identifying this transaction as the best
available option. The company contacted or was contacted by 184 parties to solicit interest and the company received proposals from 26 parties.
The reverse stock split is necessary to avoid delisting of the companys common stock from the Nasdaq
Capital Market. As such, support for this proposal is warranted.
In light of the upside potential for Salarius leading drug candidate, the reasonably thorough sale process
used to evaluate alternative options, the positive market reaction, and the downside risk of rejecting this proposal and continuing with FLKS standalone business plan, support for this proposal is warranted.
ALL VOTES ARE IMPORTANTURGENT ACTION NEEDED BEFORE JUNE 14, 2019
Votes received to date are overwhelmingly FOR the agenda items relating to the merger. However, at this time, not enough votes have been cast to
allow Flex to complete the merger with Salarius Pharmaceuticals.
All shareholders are urged to vote
as soon as possible
FOR all agenda
items by telephone,
the Internet or using the proxy card they received with their proxy materials. For any questions, or assistance in voting shares, or to receive additional copies of the proxy materials, shareholders should call proxy
solicitor Innisfree M&A Inc., toll-free at 1 (888)
If Flex Pharma does not complete the merger, it likely
will wind-up, which
could cause shareholders to lose most of the value of their investment
About Salarius Pharmaceuticals
LLC is a clinical-stage oncology company targeting the epigenetic causes of cancers and is developing treatments for patients that need them the most. The companys lead candidate, Seclidemstat, is currently in clinical development for
treating Ewing sarcoma, for which it has Orphan Drug designation and Pediatric Rare Disease Designation by the U.S. Food and Drug Administration. Salarius believes that Seclidemstat is one of only two reversible inhibitors of the epigenetic
modulator LSD1 currently in human trials, and that it could have potential for improved safety and efficacy compared to other LSD1-targeted therapies. Salarius is also developing Seclidemstat for a number of cancers with high unmet need and expects
to commence additional clinical studies in 2019 targeting advanced solid tumors, including prostate, breast and ovarian cancers. For more information, please visit
About Flex Pharma
Flex Pharma, Inc. is a
biotechnology company that was founded in 2014 by National Academy of Science members Rod MacKinnon, M.D. (2003 Nobel Laureate) and Bruce Bean, Ph.D., recognized leaders in the fields of ion channels and neurobiology, along
with Christoph Westphal, M.D., Ph.D.
Additional Information and Where to Find It
. This communication may be deemed to be solicitation
material in respect of the proposed transaction. In connection with the proposed transaction, Flex Pharma filed with the Securities and Exchange Commission (SEC) a registration statement
on Form S-4 (File
No. 333-229666) containing
a proxy statement / prospectus / information statement, which was declared effective by the SEC on
April 29, 2019. On April 30, 2019, Flex Pharma filed a definitive proxy statement / prospectus / information statement with the SEC. On or around May 3, 2019, Flex Pharma began mailing the definitive proxy statement / prospectus /
information statement to Flex Pharma stockholders of record as of the close of business on April 17, 2019 and members of Salarius.
FLEX PHARMA URGES INVESTORS AND EQUITYHOLDERS OF FLEX PHARMA AND SALARIUS TO READ THE DEFINITIVE PROXY
STATEMENT / PROSPECTUS / INFORMATION STATEMENT REGARDING THE PROPOSED
TRANSACTION, AS WELL AS OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FLEX PHARMA, SALARIUS AND THE PROPOSED
This communication is not a substitute for the registration statement, definitive proxy statement / prospectus / information statement or any other documents that Flex Pharma has filed or may file with the SEC or send to Flex
Pharma or Salarius equityholders in connection with the proposed transaction.
You may obtain free copies of the registration statement, definitive proxy
statement / prospectus / information statement and all other documents filed or that will be filed with the SEC regarding the proposed transaction at the website maintained by the SEC,
Once they are filed, copies of the
registration statement and definitive proxy statement / prospectus / information statement will be available free of charge on Flex Pharmas website at
or by contacting John McCabe at
Participants in Solicitation
. Flex Pharma, Salarius and their respective directors or managers and executive
officers may be deemed to be participants in the solicitation of proxies from the holders of Flex Pharma common stock in connection with the proposed transaction. Information about Flex Pharmas directors and executive officers is set forth in
Flex Pharmas Annual Report on
Form 10-K for
the period ended December 31, 2018, which was filed with the SEC on March 6, 2019, and amended on April 16, 2019. Other information
regarding the interests of such individuals, as well as information regarding Salarius managers and executive officers and other persons who may be deemed participants in the proposed transaction, is set forth in the definitive proxy statement
/ prospectus / information statement. You may obtain free copies of these documents as described in the preceding paragraph.
. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No public offer of securities in connection with the merger shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
. Certain statements in this communication constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These forward-looking
statements reflect Flexs current views about its plans. Although Flex believes that its plans as reflected in or suggested by those forward-looking statements are reasonable, it can give no assurance that the plans, intentions,
expectations or strategies will be attained or achieved. Furthermore, actual results will be affected by a variety of risks and uncertainties that are beyond its control. Risks and uncertainties
include, but are not limited to: inability to complete the proposed transaction; the ability of the proposed transaction to increase stockholder value; and other risks and uncertainties detailed in the risk factors section of Flex Pharmas
on Form S-4 (File No. 333-229666), Form 10-K and Forms 10-Q
with the SEC, as well as other filings Flex Pharma makes with the SEC
from time-to-time. Many
of these factors that will
determine actual results are beyond Flex Pharmas ability to control or predict. Flex Pharma disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law.
Chief Executive Officer
LifeSci Advisors, LLC