Salarius Pharmaceuticals Announces $6 Million Private Placement Priced At-the-Market Under Nasdaq Rules
May 12 2023 - 8:00AM
Salarius Pharmaceuticals, Inc. (NASDAQ: SLRX), a clinical-stage
biopharmaceutical company using protein inhibition and protein
degradation to develop cancer therapies for patients in need of new
treatment options, today announced that it has entered into
definitive agreements for the issuance and sale of an aggregate of
3,636,364 shares of its common stock (or common stock equivalents
in lieu thereof), Series A-1 warrants to purchase up to an
aggregate of 3,636,364 shares of common stock and Series A-2
warrants to purchase up to an aggregate of 3,636,364 shares of
common stock at a purchase price of $1.65 per share (or common
stock equivalent) and accompanying warrants in a private placement
priced at-the-market under Nasdaq rules. The private placement is
expected to close on or about May 16, 2023, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the private placement.
The Series A-1 warrants will have an exercise
price of $1.40 per share, will be exercisable immediately upon
issuance and have a term of five and one-half years from the date
of issuance. The Series A-2 warrants will have an exercise price of
$1.40 per share, will be exercisable immediately upon issuance and
have a term of 18 months from the date of issuance.
The gross proceeds to the Company from the
private placement are expected to be approximately $6 million,
before deducting the placement agent’s fees and other offering
expenses payable by the Company. The Company currently intends to
use the net proceeds from the private placement for further
development of its product candidates and working capital and
general corporate purposes.
The offer and sale of the foregoing securities
in the private placement are being made in a transaction not
involving a public offering under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b)
of Regulation D promulgated thereunder and have not been registered
under the Securities Act or applicable state securities laws.
Accordingly, the securities in the private placement may not be
reoffered or resold in the United States except pursuant to an
effective registration statement with the Securities and Exchange
Commission (the “SEC”) or an applicable exemption from the
registration requirements of the Securities Act and such applicable
state securities laws.
The Company has agreed to file an initial
registration statement with the SEC covering the resale of the
securities to be issued in the private placement no later than 15
days following the date of the agreement.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
About Salarius
PharmaceuticalsSalarius Pharmaceuticals, Inc. is a
clinical-stage biopharmaceutical company developing therapies for
patients with cancer in need of new treatment options. Salarius’
product portfolio includes seclidemstat, Salarius’ lead candidate,
which is being studied as a potential treatment for pediatric
cancers, sarcomas and other cancers with limited treatment options,
and SP-3164, an oral small molecule protein degrader.
Seclidemstat has received fast track, orphan
drug and rare pediatric disease designations for Ewing sarcoma from
the U.S. Food and Drug Administration and is currently in a Phase
1/2 clinical trial for relapsed/refractory Ewing sarcoma. Salarius
is also exploring seclidemstat’s potential in several cancers with
high unmet medical need, with an investigator-initiated Phase 1/2
clinical study in hematologic cancers at MD Anderson Cancer Center.
Salarius has received financial support from the National Pediatric
Cancer Foundation to advance the Ewing program and was a recipient
of a Product Development Award from the Cancer Prevention and
Research Institute of Texas (CPRIT). SP-3164 is currently in
IND-enabling studies and anticipated to enter the clinic in
2023.
Forward-Looking Statements This
press release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, included
in this press release are forward-looking statements. These
forward-looking statements may be identified by terms such as
“will,” “believe,” “developing,” “expect,” “may,” “progress,”
“potential,” “could,” “look forward,” “encouraging,” “might,”
“should,” and similar terms or expressions or the negative thereof.
Examples of such statements include, but are not limited to,
statements relating to the following: the completion of the private
placement; the satisfaction of customary closing conditions related
to the private placement; the future of the company’s Phase 1/2
trial of seclidemstat as a treatment for Ewing sarcoma and
FET-rearranged sarcomas, including our plans to engage in further
dialogue with the FDA on various topics relating to further
clinical development and possible registration pathways; the
advantages of protein degraders including the value of SP-3164 as a
cancer treatment; the timing of clinical trials for SP-3164 and
expected therapeutic options for SP-3164 and related effects and
projected efficacy; the timing of Salarius’ IND submissions to the
FDA and subsequent timing for initiating clinical trials; interim
data related to Salarius’ clinical trials, including the timing of
when such data is available and made public; Salarius’ growth
strategy; the value of seclidemstat as a treatment for Ewing
sarcoma, Ewing-related sarcomas, and other cancers and its ability
to improve the life of patients; expanding the scope of Salarius’
research and focus to high unmet need patient populations;
milestones of Salarius’ current and future clinical trials,
including the timing of data readouts. Salarius may not actually
achieve the plans, carry out the intentions or meet the
expectations or objectives disclosed in the forward-looking
statements. You should not place undue reliance on these
forward-looking statements. These statements are subject to risks
and uncertainties which could cause actual results and performance
to differ materially from those discussed in the forward-looking
statements. These risks and uncertainties include, but are not
limited to, the following: satisfaction of the customary closing
conditions of the private placement; market and other conditions,
Salarius’ ability to continue as a going concern; the sufficiency
of Salarius’ capital resources; the ability of, and need for,
Salarius to raise additional capital to meet Salarius’ business
operational needs and to achieve its business objectives and
strategy; future clinical trial results and the impact of such
results on Salarius; that the results of studies and clinical
trials may not be predictive of future clinical trial results;
risks related to the drug development and the regulatory approval
process; the competitive landscape and other industry-related
risks; and other risks described in Salarius’ filings with
the Securities and Exchange Commission, including its Annual Report
on Form 10-K for the fiscal year ended December 31, 2022, as
revised or supplemented by its Quarterly Reports on Form 10-Q and
other documents filed with the SEC. The forward-looking statements
contained in this press release speak only as of the date of this
press release and are based on management’s assumptions and
estimates as of such date. Salarius disclaims any intent or
obligation to update these forward-looking statements to reflect
events or circumstances that exist after the date on which they
were made.
CONTACT:
LHA Investor RelationsKim Sutton
Golodetzkgolodetz@lhai.com212-838-3777
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