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Item 1.01
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Entry into a Material Definitive Agreement.
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As previously reported, on January 3, 2019, Flex Pharma, Inc. (“Flex”), Falcon Acquisition Sub, LLC, a Delaware limited liability company and a
wholly owned subsidiary of Flex (“Merger Sub”), and Salarius Pharmaceuticals, LLC, a Delaware limited liability company (“Salarius”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to
which, among other things, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Salarius, with Salarius continuing as a wholly owned subsidiary of Flex and the surviving
company of the merger (the “Merger”).
On June 27, 2019, Flex, Merger Sub and Salarius entered into an amendment to the Merger Agreement.
The amendment amends the Merger Agreement by, among other things:
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specifying that the rights that Flex will dividend or distribute to its stockholders of record as of a date at or
prior to the closing of the Merger will be transferrable separately from the associated common stock of Flex;
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extending by an additional 60 days Flex’s obligation to hold its special meeting of stockholders to seek
approval of matters relating to the Merger; and
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extending to August 31, 2019 the outside date after which Flex or Salarius may terminate the Merger
Agreement if the Merger has not been consummated.
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The foregoing summary of the amendment to the Merger Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of the amendment, which is attached as an exhibit to this Form
8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Forward-Looking Statements
. Certain statements in this communication constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These forward-looking statements reflect Flex Pharma’s current views about its plans. Although Flex Pharma
believes that its plans as reflected in or suggested by those forward-looking statements are reasonable, it can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results will
be affected by a variety of risks and uncertainties that are beyond its control. Risks and uncertainties include, but are not limited to: inability to complete the proposed transaction; the ability of the proposed transaction to increase stockholder
value; and other risks and uncertainties detailed in the risk factors section of Flex Pharma’s registration statement on
Form S-4 (File No. 333-229666), Form 10-K and
Forms 10-Q filed
with the SEC, as well as other filings Flex Pharma makes with the SEC
from time-to-time. Flex
Pharma disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
. This communication may be
deemed to be solicitation material in respect of its proposed transaction with Salarius Pharmaceuticals, LLC (“Salarius”). In connection with the proposed transaction, Flex Pharma filed with the Securities and Exchange Commission (SEC) a
registration statement on
Form S-4 (File No. 333-229666) containing
