Ademi LLP is investigating Salarius (NASDAQ: SLRX) for possible breaches of fiduciary duty and other violations of law in its transaction with Decoy Therapeutics.
In the reverse merger transaction, Salarius stockholders would own only approximately 14% of the outstanding shares and Decoy Therapeutics investors would own approximately 86% of the outstanding shares of the merged company, subject to adjustment, in each case exclusive of any shares issued in any subsequent financing. Salarius insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Salarius by imposing a significant penalty if Salarius accepts a competing bid. We are investigating the conduct of Salarius’ board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.