SecProbe.io

February 18, 2025
David Arthur
President and Chief Executive Officer
Salarius Pharmaceuticals, Inc.
2450 Holcombe Blvd
Suite X
Houston, TX 77021
Re:Salarius Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed January 21, 2025
File No. 333-284368
Dear David Arthur:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed January 21, 2025
Coverpage
1.Please revise here and in the Summary to clarify the timing of this offering relative to
the planned closing of the Merger with Decoy Therapeutics, Inc. Discuss, as
applicable, any contingencies between this offering and the Merger.
Description of the Merger with Decoy, page 8
2.Discuss whether Nasdaq will require a new listing application and, as applicable,
whether this offering and/or the closing of the Merger is contingent on Nasdaq’s
approval of such application.
Risk Factors, page 25
Please disclose which of Salarius' product candidates have received a Fast Track 3.

February 18, 2025
Page 2
Designation from the FDA as stated on page 37.
Use of Proceeds, page 62
4.Please revise to disclose the planned use of proceeds in the event that the executed
Merger Agreement with Decoy closes. With reference to the pipeline table on page
80, disclose the planned allocation for each program candidate and the preclinical
work and/or clinical trials that each allocation is intended to fund. Also, revise to
disclose the planned allocations in the event that the Merger does not close and
Salarius remains a stand-alone business.
Salarius' Business, page 69
5.Please revise to disclose the nature of the grade 4 adverse events which resulted in the
Phase I trial for SP-2577 being placed on clinical hold.
Decoy's Drug Development Programs, page 80
6.With reference to your disclosure on page 117, please revise the pipeline table to
depict all three clinical phases.
Key Relationships & Licenses, page 113
7.With reference to the disclosures on page 93, please revise to disclose the
material terms of the grants from the Bill & Melinda Gates Foundation and the Blue
Knight Program. Please also file these agreements as exhibits to the registration
statement or advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Salarius, page 133
8.We note your reference to "transactions contemplated by the Merger Agreement" in
this section. Please revise to identify these transactions or advise.
Material U.S. Federal Income Tax Consequences, page 179
9.With reference to comment 1 above, please revise to discuss the material tax
consequences to investors in the offering in the event that the Merger with Decoy
closes.
Unaudited Pro Forma Consolidated Combined Financial Information, page 190
10.Please explain why the Company is using the words assumed and agreed to fair value
for Salarius Pharmaceuticals, Inc. when it is a public company with a published
market value. If the assumed and/or agreed to value is in fact market value, please
revise your filing accordingly. Additionally, explain how you determined the fair
value for Decoy Therapeutics Inc. as we noted you used the same language, assumed
and agreed to fair value.
We note language that the pro forma adjustments are preliminary and are not
finalized. As these amounts are preliminary, we will further examine the Unaudited
Pro Forma information and adjustments in a subsequent submission. In a subsequent
amendment, please ensure that the narrative information within the Notes to the 11.

February 18, 2025
Page 3
Unaudited Pro Forma Consolidated Combined Financial Information is consistent
between the notes, and can be clearly calculated to equal the quantitative values on the
Unaudited Pro Forma Consolidated Combined Balance Sheet and Statement of
Operations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Christine Torney at 202-551-3652 or Daniel Gordon at 202-551-3486
if you have questions regarding comments on the financial statements and related
matters. Please contact Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Stephen Nicolai