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CUSIP No. 79400X 107
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SCHEDULE 13D
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Page 7 of 10
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Item 1.
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Security and Issuer
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The class of security to which this statement on Schedule 13D (this “
Schedule 13D
”) relates is common stock, par value $0.0001 per share
(“
Common Stock
”), of Salarius Pharmaceuticals, Inc., formerly known as Flex Pharma, Inc. (the “
Issuer
”), which is organized under the laws of the State of Delaware. The address of the principal executive office of
the Issuer is 2450 Holcombe Blvd., Suite
J-608,
Houston, Texas.
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Item 2.
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Identity and Background
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This Schedule 13D is being filed by Salarius
4-18
Investment, LLC, a Delaware limited liability company (
“
Salarius
4-18
”), Green Park & Golf Ventures II, LLC, a Texas limited liability company (“
GPG
”), Clay M. Heighten, M.D.
(“
Dr.
Heighten
”), Carl D. Soderstrom (“
Mr.
Soderstrom
”) and Gilbert G. Garcia II (“
Mr.
Garcia
,” and together with Salarius
4-18,
GPG, Dr. Heighten and Mr. Soderstrom, the “
Reporting Persons
,” and each a “
Reporting Person
”). Dr. Heighten, Mr. Soderstrom and Mr. Garcia are each
citizens of the United States.
The principal business office address of each Reporting Person is c/o Green Park & Golf Ventures II, LLC, 5910 N.
Central Expressway, Suite 1400, Dallas, Texas 75206.
GPG is the managing member of Salarius
4-18
and
consequently, may be deemed to have voting control and investment discretion over securities, including shares of Common Stock, owned by Salarius
4-18.
Dr. Heighten, Mr. Soderstrom and
Mr. Garcia each serve as managing directors of GPG and therefore, each may be deemed to be the beneficial owner of any securities, including shares of Common Stock, deemed to be beneficially owned by Salarius
4-18.
Each of GPG, Dr. Heighten, Mr. Soderstrom and Mr. Garcia disclaims beneficial ownership of the securities directly owned by Salarius
4-18,
except to
the extent of its or his pecuniary interests therein.
Salarius
4-18
is primarily engaged in the business of
investing in securities. GPG is primarily engaged in the business of serving as a managing member of Salarius
4-18
and other companies in the business of investing in securities. The present primary occupation
of each of Dr. Heighten, Mr. Soderstrom and Mr. Garcia is serving as a principal of GPG.
During the last five years, the Reporting Persons
have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such person being subject
to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration
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On July 19, 2019 (the “
Closing Date
”), the Issuer completed its business combination with Salarius Pharmaceuticals, LLC (“
Private
Salarius
”) in accordance with the terms of the Agreement and Plan of Merger, dated as of January 3, 2019 (as amended, the “
Merger Agreement
”), by and among the Issuer, Falcon Acquisition Sub, LLC (“
Merger
Sub
”), and Private Salarius, pursuant to which Merger Sub merged with and into Private Salarius, with Private Salarius surviving as a wholly owned subsidiary of the Issuer (the “
Merger
”). On July 19, 2019, in
connection with, and prior to the completion of, the Merger, the Issuer additionally effected a
1-for-25
reverse stock split of its then outstanding Common Stock (the
“
Reverse Split
”) and the Issuer changed its name to “Salarius Pharmaceuticals, Inc.”, pursuant to an amendment to its certificate of incorporation filed with the Secretary of State of the State of Delaware on July 18,
2019, which became effective on July 19, 2019. Immediately prior to the Reverse Split, stockholders of the Issuer as of the close of business on July 18, 2019, received one right per share of Common Stock they held, which right will
entitle them to receive a warrant to purchase Common Stock six months and one day following the Closing Date. Under the terms of the Merger Agreement, the Issuer issued shares of Common Stock to, among other persons, Private Salarius’ common
unit holders, at the conversion ratio formulae described in the Merger Agreement, in exchange for each such holder’s common units held immediately prior to the consummation of the Merger. The Merger Agreement contains customary representations,
warranties and covenants for similar transactions.
The aggregate consideration issuable to unit holders of Private Salarius in connection with the
closing of the Merger, after giving effect to the Reverse Split, was 3,045,960 shares of Common Stock. In connection with the Merger, the Reporting Persons received 273,746 shares of Common Stock. The shares of Common Stock to which this Schedule
13D relates have not been purchased by the Reporting Persons and no funds were expended in connection with the execution of the Merger Agreement or any other documents related thereto.
