Salarius Pharmaceuticals Inc 2025年季度报告

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Various statements made in this Quarterly Report on Form 10-Q are forward-looking and involve risks and uncertainties.All statements that address activities, events or developments that we intend, expect or believe may occur in the futureare forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section •our ability to continue as a going concern and support our operations into the later part of the second quarter of2025;•our expectations regarding the timing, likelihood, expected benefits of, and potential value created by, theproposed merger (the “Merger”) between us and Decoy Therapeutics Inc. (“Decoy”);•our expectations regarding the satisfaction of certain conditions to the completion of the Merger, including theconditions related to consummation of financing transactions with aggregate minimum proceeds of at least $6.0million (the “Qualified Financing”), whether and when the Merger will be consummated and that our common stockremains listed on Nasdaq;•thepotential effects of the Merger on the ownership percentages of Decoy’s stockholders and Salarius’ Forward-looking statements also include statements other than statements of current or historical fact, including, withoutlimitation, all statementsrelated to any expectations of revenues, expenses, cash flows, earnings or losses fromoperations, cash required to maintain current and planned operations, capital or other financial items; any statements ofthe plans, strategies and objectives of management for future operations; any plans or expectations with respect toproductresearch,development and commercialization,including regulatory approvals;any other statements of The following are some of the factors that could cause actual results to differ materially from the anticipated results orother expectations expressed, anticipated or implied in our forward-looking statements: •the risk that if we do not regain compliance with the Nasdaq continued listing standards and successfully completethe Merger or obtain additional financing in the near term, the company will need to pursue a dissolution andliquidation of our company;•the risk that we are delisted from Nasdaq;•the risk that our stockholders may not realize a benefit from the Merger commensurate with the ownership dilutionthey will experience in connection with the Merger and the Qualified Financing;•the Merger consideration may have greater or lesser value at the closing of the Merger than at the time themerger agreement was signed; •Salarius may not be able to correctly estimate its operating expenses and its expenses associated with theMerger and may have a significantly lower cash balance on the closing date of the Merger than currentlyestimated;•Salarius may not be able to maintain its Nasdaq listing following the Merger Closing;•as a result of any adjustments in the exchange ratio and Qualified Financing, Salarius’ stockholders may own lessof the combined company than is currently anticipated;•the market price of Salarius’ common stock may decline following the Merger;•restrictions in the Merger Agreement may prevent Salarius from entering into a business combination with anotherparty at a favorable price;•certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeoverproposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement;•the risk that the Merger, even if it is consummated, may not enhance stockholder value and may create adistraction or uncertainty that may adversely affect our operating results, business or investor perceptions;•the combined company may not be able to raise additional funds when necessary, and/or on acceptable terms;•potential adverse impacts regarding our continued implementation of cost-savings measures designed to extend We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-lookingstatement will be realized. The risks set forth under Item 1A of our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2024, as supplemented by Part II, Item 1A of this Quarterly Report on Form 10-Q, describe major risks toour business, and you should read and interpret any forward-looking statements together with these risks. A variety offactors, including these risks, could cause our actual results and other expectations to differ materially from the anticipated Our forward-looking statements speak only as of the dates on which they are made. We do not undertake any obligationto publicly update or revise our forward-looking statements even if experience or future changes makes it clear that any PART I - FINANCIAL INFORMATION See accompanying notes to condensed consolidated financial statements. SALARIUS PHARMACEUTICALS,INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1.ORGANIZATION AND OPERATIONS Nature