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 issue the following press release.
Flex Pharma Announces Broker Authority to Vote on Certain Proposals
BOSTON(BUSINESS WIRE)June 25, 2019 Flex Pharma, Inc. (Nasdaq: FLKS) today announced that on or about June 27, 2019 it will mail a
supplement (the Supplement) to its proxy materials to provide stockholders with updated information regarding brokers discretionary authority to vote stockholders shares on Proposal 2 (regarding the reverse stock split) and
Proposal 4 (regarding adjournment of the special meeting).
In Flex Pharmas proxy statement/prospectus/information statement dated April 29,
2019 relating to the special meeting of stockholders (the Proxy Statement), Flex Pharma stated that Proposals 1, 2, 3 and 4 in the Proxy Statement are considered
non-discretionary
matters under the
rules of the New York Stock Exchange (NYSE) applicable to broker-dealers and, therefore, a stockholders broker will not be able to vote the stockholders shares of Flex Pharmas common stock without specific instructions.
However, following Flex Pharmas recent discussion with NYSE, Flex Pharma has determined that Proposals 2 and 4 are considered routine matters.
Flex Pharma will send the Supplement to advise its stockholders that Proposals 2 and
4 are routine matters and that, as such, a broker will have discretion to vote a stockholders shares on those proposals even if the broker has received no voting instructions from the stockholder with respect to those
proposals.
Flex Pharma previously adjourned the special meeting until July 12, 2019 in order to provide stockholders with more time to complete
proxies and vote their shares. Additional shares must be voted for all proposals in order to complete the planned merger with Salarius Pharmaceuticals, LLC, a privately held clinical-stage oncology company targeting the epigenetic causes of cancers.
ADDITIONAL VOTES ARE REQUIRED TO COMPLETE THE MERGER
- URGENT ACTION NEEDED BEFORE July 12, 2019 -
All stockholders are urged to vote as soon as possible FOR all proposals in the Proxy Statement 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, stockholders should call Flex Pharmas proxy solicitor, Innisfree M&A Incorporated,
toll-free at 1 (888)
750-5834.