0001628280-25-036892 Sample Contracts
Salarius Pharmaceuticals, Inc. and Equiniti Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of ____, 2025Warrant Agency Agreement • July 31st, 2025 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of ____, 2025 (“Agreement”), between Salarius Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS EXERCISABLE INTO _____ SHARES OF COMMON STOCK, SERIES A WARRANTS EXERCISABLE INTO _____ SHARES OF COMMON STOCK AND SERIES B WARRANTS EXERCISABLE INTO _____ SHARES OF COMMON STOCK OF SALARIUS PHARMACEUTICALS,...Underwriting Agreement • July 31st, 2025 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Salarius Pharmaceuticals, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being a subsidiary of Salarius Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT SALARIUS PHARMACEUTICALS, INC.Representative Common Stock Purchase Warrant • July 31st, 2025 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______, 20301 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Salarius Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
July [ ], 2025 Attention Decoy Therapeutics, Inc. Promissory Note Holder Via emailConfidential Letter Agreement to Convert Promissory Notes Into Preferred Stock • July 31st, 2025 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations
Re: Confidential Letter Agreement to Convert Original Issue Discount Promissory Notes Issued by Decoy Therapeutics, Inc. under 2023 Securities Purchase Agreements and Original Issue Discount Senior Unsecured Promissory Notes Issued by Decoy Therapeutics, Inc. under that certain Securities Purchase Agreement dated May 20, 2025 into Salarius Series B Preferred Stock
SERIES B COMMON STOCK PURCHASE WARRANT SALARIUS PHARMACEUTICALS, INC.Warrant Agreement • July 31st, 2025 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date Shareholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the six (6) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Salarius Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Dep
Re: Confidential Letter Agreement to Convert Promissory Notes Issued by Decoy Therapeutics, Inc. (Promissory Note dated _____________________________)Confidential Letter Agreement to Convert Promissory Notes • July 31st, 2025 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations
As you are aware, Decoy Therapeutics, Inc. (“Decoy,” or the “Company”) and Salarius Pharmaceuticals, Inc. (“Salarius”), a Nasdaq-listed public company, have entered into an Agreement and Plan of Merger dated January 10, 2025, as amended (the “Merger Agreement”). The closing of the Merger Agreement (the “Merger Closing”) is conditioned upon, among other things, Salarius receiving minimum proceeds from offerings of at least $6.0 million and the continued listing of Salarius common stock on Nasdaq (the “Transaction”). Following the completion of the Transaction and after giving effect to the exchange ratio and the conversion of the Salarius Series A Non-Voting Convertible Preferred Stock (“Salarius Series A Preferred Stock”) to be issued pursuant to the Merger Agreement, Decoy security holders and new Salarius investors would own and control in excess of 95% of the outstanding equity interests in Salarius. The Transaction will provide Decoy investors with equity interests in a Nasdaq list
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SALARIUS PHARMACEUTICALS, INC.Pre-Funded Common Stock Purchase Warrant • July 31st, 2025 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Salarius Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warra