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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 14, 2019, Flex Pharma, Inc. (“Flex Pharma” or “FLKS”) held its special meeting of stockholders. The purpose of the special
meeting is described in Flex Pharma’s definitive proxy statement/prospectus/information statement dated April 29, 2019 (the “Proxy Statement”) relating to the pending merger with Salarius Pharmaceuticals, LLC
(“Salarius”), which Flex Pharma first mailed to its stockholders on or about May 3, 2019.
At the special meeting, Flex Pharma determined
that a quorum of stockholders was not present in person or by duly authorized proxy to transact business at the meeting and Flex Pharma adjourned the meeting. Flex Pharma announced that the adjourned meeting will be reconvened at the offices of
Cooley LLP, 500 Boylston Street, 14th Floor, Boston, MA 02116, at 10:00 A.M. local time, on July 12, 2019.
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Item 7.01
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Regulation FD Disclosure.
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Approximately 85% of shares voted by Flex Pharma’s stockholders to date support the merger. Flex believes this strong support is due to:
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recommendations by Institutional Shareholder Services (ISS) and Glass-Lewis (two leading U.S. institutional
voting advisory services) to vote “FOR” each of the proposals in the Proxy Statement;
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ISS’s statement that “[t]he proposed transaction with Salarius appears to offer FLKS shareholders a
better potential outcome than FLKS’ standalone business”;
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a unanimous recommendation by Flex Pharma’s board of directors to vote “FOR” each of the
proposals; and
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the merger offering great future potential for Flex Pharma’s stockholders based on Salarius’ clinical
pipeline, targeting a rare, orphan cancer with no targeted treatments and cancers with high unmet need using an epigenetic approach.
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Flex Pharma urges stockholders to support the merger by voting as soon as possible
FOR
all the proposals in the Proxy Statement. Failure to vote, or a
vote against any proposal, puts the merger at risk.
If Flex Pharma does not complete the merger, Flex Pharma likely will dissolve, liquidate or
wind-up,
and stockholders will likely lose most of the value of their investment.
Stockholders can vote by telephone,
via 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, stockholders should call proxy solicitor Innisfree M&A
Inc., toll-free at 1 (888)
750-5834.
The disclosure in Item 5.07 of this Form
8-K
is incorporated herein by reference.
Forward-Looking Statements
. 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 Flex Pharma’s current views about its plans. Although Flex Pharma 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 Pharma’s registration statement on
Form S-4 (File No. 333-229666), Form 10-K and
Forms 10-Q filed
with the SEC, as well as other filings Flex Pharma makes with the SEC
from time-to-time. 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.