Filed by Flex Pharma, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule
14a-6(b)
under the Securities Exchange Act of 1934
Form
S-4
File
No.: 333-229666
Subject Company: Salarius Pharmaceuticals, LLC
SEC File
No.: 001-36812
Flex Pharma, Inc. intends to send the following communication to its stockholders.
Flex Pharma Announces that ISS and Glass Lewis Recommend Shareholders Vote FOR All
Agenda Items relating to Flexs Strategic Merger with Salarius Pharmaceuticals
BOSTON June 10, 2019
Flex Pharma, Inc.
(Nasdaq: FLKS) today announced that Institutional Shareholder Services Inc. (ISS)
and Glass Lewis recommend that shareholders vote FOR all agenda items before or at Flex Pharmas June 14 Special Shareholders Meeting. Flexs Board of Directors also unanimously recommends voting FOR all agenda items as
the best way to preserve future shareholder value.
ISS and Glass Lewis are leading U.S. institutional voting advisory services. Salarius Pharmaceuticals,
LLC, is a privately held clinical-stage oncology company targeting the epigenetic causes of cancers.
ISS stated:
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The proposed transaction with Salarius appears to offer FLKS shareholders a better potential outcome than
FLKS standalone business.
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The Flex board also ran a reasonably thorough sale process before identifying this transaction as the best
available option. The company contacted or was contacted by 184 parties to solicit interest and the company received proposals from 26 parties.
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The reverse stock split is necessary to avoid delisting of the companys common stock from the Nasdaq
Capital Market. As such, support for this proposal is warranted.
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In light of the upside potential for Salarius leading drug candidate, the reasonably thorough sale process
used to evaluate alternative options, the positive market reaction, and the downside risk of rejecting this proposal and continuing with FLKS standalone business plan, support for this proposal is warranted.
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ALL VOTES ARE IMPORTANTURGENT ACTION NEEDED BEFORE JUNE 14, 2019
Votes received to date are overwhelmingly FOR the agenda items relating to the merger. However, at this time, not enough votes have been cast to
allow Flex to complete the merger with Salarius Pharmaceuticals.
All shareholders are urged to vote
as soon as possible
FOR all agenda
items 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, shareholders should call proxy
solicitor Innisfree M&A Inc., toll-free at 1 (888)
750-5834.