Salarius Pharmaceuticals and Decoy Therapeutics Finalize Merger Agreement

Salarius Pharmaceuticals, a biopharmaceutical firm specializing in cancer therapies, has entered into a definitive merger agreement with Decoy Therapeutics, a private preclinical company focused on peptide conjugate therapeutics. This merger aims to harness Decoy's IMP3ACT™ platform, which uses machine learning and artificial intelligence for rapid design and production of peptide conjugate drugs, addressing significant unmet needs in respiratory infections and gastrointestinal cancers.

The merged entity, which will be named Decoy Therapeutics, intends to accelerate the clinical development of innovative treatments for both respiratory viruses and cancer. Decoy's extensive product pipeline is expected to bring value through the development of new therapeutics, notably with the capability to respond swiftly to emerging viral threats like the avian H5N1 flu. Additionally, the merger seeks to combine Salarius’ oral small molecule protein degrader, SP-3164, into a peptide-based proteolysis targeting chimeras (PROTACS) drug candidate.

The leadership of the new company will include Decoy’s co-founders: CEO Frederick “Rick” Pierce and Chief Scientific Officer Barbara Hibner. They will be joined by Decoy's Chief Business Officer Peter Marschel, Chief Technology Officer Mike Lipp, acting Chief Medical Officer Shahin Gharakhanian, and Salarius' Chief Financial Officer Mark Rosenblum. The Board of Directors will feature members from both companies, with a majority being appointed by Decoy.

Rick Pierce, a seasoned life sciences executive, emphasized the importance of peptide conjugates in modern drug development, citing their significance in prescription rates and revenue growth. He highlighted the potential of Decoy's IMP3ACT platform, which leverages machine learning and AI to design new drug candidates. Pierce also underscored the advantages of becoming a publicly listed company, which he believes will provide the necessary capital and visibility to advance Decoy's preclinical and clinical candidates.

David Arthur, President and CEO of Salarius, expressed optimism about the merger, appreciating the robust scientific foundation of Decoy's technology and its management team. He believes this strategic move will create substantial value for shareholders and advance multiple drug candidates addressing critical therapeutic needs.

In the coming year, Decoy plans to advance its lead asset, a pan-coronavirus antiviral, to an Investigational New Drug (IND) application with the U.S. Food and Drug Administration. It also aims to progress other programs targeting flu, COVID-19, respiratory syncytial virus (RSV), and gastrointestinal cancers.

Simultaneously, data may emerge from an ongoing clinical trial at MD Anderson Cancer Center, investigating Salarius’ seclidemstat for myelodysplastic syndrome (MDS) and chronic myelomonocytic leukemia (CMML) in patients who have relapsed after previous therapies.

Upon closing, Decoy investors are expected to hold around 86% of the merged company, while Salarius stockholders will retain approximately 14%, subject to adjustments. The transaction has received unanimous approval from the boards of both companies and involves nonvoting preferred stock conversion to common stock post-closing.

Decoy Therapeutics, known for its innovative approach to peptide conjugate drug development, has secured significant non-dilutive funding from various sources, including the Bill & Melinda Gates Foundation and the Biomedical Advanced Research and Development Authority through the BLUE KNIGHT™ program. This financial backing supports its mission to tackle severe unmet medical needs, particularly in respiratory viruses and gastrointestinal cancers.

Salarius Pharmaceuticals, with a focus on cancer therapies, continues its development of seclidemstat for blood cancers and SP-3164, its oral small molecule protein degrader. Through this merger, both companies aim to leverage their respective strengths to bring innovative treatments to market, addressing urgent medical needs.