DCOY 8-K
Decoy Therapeutics Inc. (DCOY)
8-K
2025-08-18
For: 2025-08-17
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | |||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||
(713 ) 913-5608
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The Nasdaq Capital Market | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 17, 2025, the Board of Directors (the “Board”) of Salarius Pharmaceuticals, Inc. (the “Company”) appointed Mark J. Rosenblum as the acting Chief Executive Officer of the Company and designated him as the Company’s “principal executive officer” (the “Acting CEO Appointment”). Mr. Rosenblum will also continue serving in his role as Executive Vice President and Chief Financial Officer of the Company.
The Acting CEO Appointment was made in connection with the resignation of David J. Arthur as Chief Executive Officer of the Company on August 17, 2025. Mr. Arthur’s resignation is not a result of any disagreement with the Company. Mr. Arthur continues to serve as a member of the Board and support the Company as it works to finalize its previously announced merger transaction with Decoy Therapeutics Inc. In connection with Mr. Arthur’s resignation, the Company terminated that certain Consulting Agreement, dated February 20, 2024, as amended, by and between the Company and Mr. Arthur, effective immediately.
Mr. Rosenblum, 72, has served as the Company’s Executive Vice President Finance and Chief Financial Officer since September 2019. Prior to September 2019, Mr. Rosenblum served as a financial consultant to the Company since February 2019. Prior to joining the Company, Mr. Rosenblum served as chairman, chief executive officer and a director of ActiveCare, Inc. (Nasdaq: ACAR), a healthcare company, from December 2017 to March 2019, which was sold to Biotelemetry, Inc (now Royal Philips (NYSE: PHG). Mr. Rosenblum worked as a financial consultant for various companies from 2014 to 2017. Prior to that, Mr. Rosenblum served as the chief financial officer of Advaxis, Inc. (Nasdaq: ADXS), a biotechnology company, from January 2010 to April 2014. From 1985 through 2003, Mr. Rosenblum was employed by Wellman, Inc., a global public chemical manufacturer, which was subsequently acquired by DAK Americas, serving in various capacities including chief accounting officer. Mr. Rosenblum holds both a Masters in Accountancy and a B.S. degree in Accounting from the University of South Carolina. Mr. Rosenblum began his career in 1977 with Haskins & Sells, CPA (currently known as Deloitte), was a licensed Certified Public Accountant for over 30 years, and is currently a member of the American Institute of Certified Public Accountants.
The Company did not enter into any new consulting or employment agreement with Mr. Rosenblum in connection with the PEO Appointment and the existing employment agreement between the Company and Mr. Rosenblum remains in effect. There is no arrangement or understanding between Mr. Rosenblum and any other person pursuant to which Mr. Rosenblum was appointed as acting CEO of the Company, and there is no family relationship between Mr. Rosenblum and any of the Company’s directors or other executive officers. There are no related party transactions between Mr. Rosenblum and the Company that would require disclosure under Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SALARIUS PHARMACEUTICALS, INC. | ||||||||||||||||||||||||||
Date: August 18, 2025 | By: | /s/ Mark J. Rosenblum | ||||||||||||||||||||||||
Mark J. Rosenblum Executive Vice President & Chief Financial Officer | ||||||||||||||||||||||||||