aibioSalarius Pharmaceuticals (now Decoy Therapeutics) gets Nasdaq delisting notice, plans appeal
Tickers DCOY
Nasdaq says the stock's bid price was below $1.00 for 30 consecutive business days and, after a recent reverse stock split, no compliance period applies. The company plans to appeal by April 30, 2025.
Key facts
- Company
- Decoy Therapeutics Inc. (NASDAQ: DCOY)
- News type
- Listings
- Primary source
- Decoy Therapeutics Inc. Form 8-K filed April 25, 2025 (SEC EDGAR)
Salarius Pharmaceuticals, Inc., which is in a planned merger with Decoy Therapeutics Inc., said in a Form 8-K filed April 25, 2025 that it received a Nasdaq delisting determination on April 23, 2025. The determination rests on its failure to keep the stock's bid price at or above the $1.00 minimum for continued listing on The Nasdaq Capital Market. The company says it intends to appeal to a Nasdaq Hearings Panel on or before April 30, 2025, and that an appeal would stay the suspension of its securities.
What the notice says
Nasdaq's letter says the closing bid price of the common stock was below $1.00 for the last 30 consecutive business days. That is a failure of Nasdaq Listing Rule 5550(a)(2). A company that falls short of the bid price would normally get a 180-calendar day period to regain compliance.
Here it does not. Under Nasdaq Listing Rule 5810(c)(3)(A)(iv), Salarius is not eligible for any compliance period because it effected a reverse stock split during the prior one-year period. The company's annual report shows a 1-for-8 reverse split effective June 14, 2024.
A second listing problem
Nasdaq sent a separate letter on March 26, 2025. It found that, based on the financial statements in the company's annual report for 2024, Salarius no longer met the Nasdaq Listing Rule 5550(b)(1) requirement to keep at least $2.5 million in stockholders' equity for continued listing on The Nasdaq Capital Market. The 8-K calls this the Equity Standard. That letter gave the company until May 12, 2025 to regain compliance with the Equity Standard or submit a compliance plan.
Because the company failed the bid price test as well, Nasdaq says under Listing Rule 5810(d)(2) that it will not entertain a compliance plan. The notice also says that if Salarius appeals, it should address its noncompliance with the Equity Standard before the Hearings Panel. The company therefore faces two open deficiencies, not one.
The timeline and the appeal
Unless the company requests an appeal by April 30, 2025, Nasdaq has determined that its securities will be suspended at the opening of business on May 2, 2025. A Form 25-NSE would then be filed with the Securities and Exchange Commission to remove the securities from listing and registration.
The company says it intends to request a hearing before the Hearings Panel. An appeal stays the suspension and the Form 25-NSE filing until the panel decides. The 8-K says the company will present its plans to regain compliance with both the bid price requirement and the Equity Standard in connection with the planned merger with Decoy Therapeutics. It also says there are no assurances that the panel will decide in its favor or that the securities will remain listed.
The merger and the people behind the filing
The company's annual report shows a merger agreement dated January 10, 2025 with Decoy Therapeutics. Decoy holders would receive common stock of up to 19.9% of Salarius' shares outstanding as of that date, less any shares issued in a private placement, plus a new Series A Preferred Stock with limited voting rights. The 8-K gives no closing date for the merger. The annual report says the company's ability to continue as a going concern and support its operations extends only into the later part of the second quarter of 2025, and that if the merger is not completed its board may decide to pursue a dissolution and liquidation.
Executive Vice President and Chief Financial Officer Mark J. Rosenblum signed the 8-K on April 25, 2025.
Why the timing matters
The company's plan rests on the merger, and the 8-K gives no timetable for it and no current cash balance or equity figure. Because Nasdaq treats the earlier split as ruling out any compliance period, the Hearings Panel is the company's main route to continued listing, and the company says that outcome is uncertain.
What comes next
If the company appeals, the suspension waits for the panel's decision, and that outcome will determine whether the stock stays on The Nasdaq Capital Market.