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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 relates is common stock, par value $0.0001 per share (“Common Stock”) of Salarius Pharmaceuticals, 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, TX.
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Item 2
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Identity and Background
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(a)
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Jonathan P. Northrup (the “Reporting Person”)
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(b)
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The address of the principal business office of the Reporting Person is 2450 Holcombe Blvd., Suite X, Houston,
Texas 77021
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(c)
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The Reporting Person is the current chief executive officer of Stingray Therapeutics, Inc., an immune oncology
company. He is also a director of the Issuer.
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(d)
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-(e) During the last five years, the Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was
or is 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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(f)
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The Reporting Person is a citizen of the United States of America.
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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”), pursuant to Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of
January 3, 2019, by and among the Flex Pharma, Inc. (former name of Issuer), Falcon Acquisition Sub, LLC, and Salarius Pharmaceuticals, LLC, the holders of Salarius Pharmaceuticals, LLC common units exchanged all of their outstanding common
units for shares of Flex Pharma, Inc.’s common stock, resulting in Salarius Pharmaceuticals, LLC becoming a wholly-owned subsidiary of the Issuer (the “Merger”). Immediately following the Merger, the Issuer changed its name to
“Salarius Pharmaceuticals, Inc.” In connection with the Merger, the Reporting Person acquired 344,013 shares of Common Stock.
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Item 4
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Purpose of Transaction
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The disclosure provided in Item 3 above is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer
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(a) As of the close of business on the date hereof, the Reporting Person beneficially owned an aggregate of 344,013 shares of Common Stock,
constituting approximately 9.18% of the shares of common stock outstanding.
(b) The Reporting Person has:
(i) Sole power to vote or to direct vote: See Row 7 of cover page hereto.
(ii) Shared power to vote or to direct the vote: See Row 8 of cover page hereto.
(iii) Sole power to dispose or to direct the disposition of: See Row 9 of cover page hereto.
(iv) Shared power to dispose or to direct the disposition of: See Row 10 of cover page hereto
(c) Not applicable
(d) Not
applicable
(e) Not applicable
