UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
☒
(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
For the Fiscal Year Ended December 31, 2018
OR
o☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from                                  to

For the transition period from to
Commission File Number:Number 001-36812

FLEX PHARMA,SALARIUS PHARMACEUTICALS, INC.
(Exact name of Registrantregistrant as specified in its charter)
Delaware46-5087339
Delaware
(State or Other Jurisdictionother jurisdiction of
Incorporationincorporation or Organization)organization)
2834
(Primary Standard Industrial
Classification Code Number)
46-5087339
(I.R.S. Employer
Identification Number)No.)
31 St. James Avenue, 6th Floor
Boston, MA 02116
(617) 874-1821
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

2450 Holcombe Blvd., Suite X
Houston, TX
77021
(Address of principal executive offices)
(Zip Code)

William McVicar, Ph.D.
President and Chief Executive Officer
Flex Pharma, Inc.
31 St. James Avenue, 6th Floor
Boston, MA 02116
(617) 874-1821
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Registrant’s telephone number, including area code: (832) 834-9144
Securities registered pursuant to Section 12(b) of the Act
Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Title of ClassName of Each Exchange on Which Registered
Common Stock, $ 0.0001 par value $0.0001SLRXThe Nasdaq CapitalStock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso ☐Noý☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yeso ☐Noý☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to thesuch filing requirements for the past 90 days. Yesý ☒Noo☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesý ☒Noo


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of large“large accelerated filer, accelerated” “accelerated filer, smaller” “smaller reporting company,company” and emerging“emerging growth companycompany” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Large Accelerated Filero
Emerging growth company
Accelerated Filero
Non-accelerated Filerý
Smaller Reporting Companyý
Emerging Growth Companyý
☐
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. ý☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)Act). Yeso ☐Noý☒
As of June 30, 2018, the2023 (the last business day of the registrant’sregistrant's most recently completed second fiscal quarter, the aggregate market value of the Common Stockcommon stock of the registrant held by non-affiliates of the registrant was approximately $9.8 million,$4,920,592 based on the closinglast reported sale price of the registrant’sregistrant's common stock on the Nasdaq Capital Market on June 29, 2018.30, 2023.
As of April 2, 2019,16, 2024, there were 18,069,4764,776,433 shares of common stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE
None.















EXPLANATORY NOTE


Flex Pharma, Inc., sometimes referred to as "we," "our" or the "Company,"The registrant is filing this Amendment No. 1 to Annual Report on Form 10-K/A, or this Amendment (also referred to itsherein as this report), to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, originally2023 (Commission File Number 001-36812), or the 2023 Annual Report on Form 10-K, as filed by the registrant with the Securities and Exchange Commission, or the SEC, on March 6, 2019, or22, 2024. The purpose of this Amendment is to include in Part III the Original Report,information that was to be incorporated by reference from the proxy statement for the sole purposeregistrant’s 2024 Annual Meeting of includingStockholders, as well as to update certain of the information required byincluded on the cover page of the 2023 Annual Report on Form 10-K and in the list of exhibits included in Item 15 and the Exhibit Index of this report. The Part III of Form 10-K. This information was previously omitted from the Original2023 Annual Report on Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced itemsItems 10 through 14 of Part III of Form 10-K to be incorporated in the Form 10-K by reference from ourthe registrant’s definitive proxy statement if such statement is filed nonot later than 120 days after the ourregistrant’s fiscal year-end. We areThe registrant is filing this AmendmentForm 10-K/A to provide information required ininclude Part III ofinformation in the 2023 Annual Report on Form 10-K because the registrant does not expect to file a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the 2023 Annual Report on Form 10-K.

This Amendment hereby amends the cover page, Part III, Items 10 through 14, and Part IV, Item 15 of the 2023 Annual Report on Form 10-K. In accordance withaddition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, or the Exchange Act, Part III, Items 10 through 14 of the Original Report are hereby amended and restated in their entirety, and Part IV, Item 15 of the Original Report is hereby amended and restated in its entirety, with the only changes being the addition of the new certifications by ourthe registrant’s principal executive officer and principal financial officer are filed herewith.as exhibits to this Amendment.

No attempt has been made in this Amendment to modify or update the other disclosures presented in the 2023 Annual Report on Form 10-K. This Amendment does not amendreflect events occurring after the filing of the 2023 Annual Report on Form 10-K (i.e., those events occurring after March 22, 2024) or otherwisemodify or update any other information in the Original Report.those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original2023 Annual Report on Form 10-K and with ourthe registrant’s other filings with the SecuritiesSEC.

In this report, unless otherwise indicated or the context otherwise requires, all references to “Salarius,” “the registrant,” “the Company,” “we,” “us,” and Exchange Commission subsequent“our” refer to Salarius Pharmaceuticals, Inc. together with its wholly owned subsidiaries. On October 14, 2022, the registrant effected a 1-for-25 reverse split of shares of its common stock. All share and per share data in this report gives effect to the Original Report.reverse stock split.




TABLE OF CONTENTS


Salarius Pharmaceuticals, Inc.
Form 10-K/A (Amendment No. 1)
For the Fiscal Year Ended December 31, 2023
Table of Contents
Part IIIPage
Item 10.Directors, Executive Officers, and Corporate Governance
1
Item 11.
Executive Compensation
59
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1319
Item 13.
Certain Relationships and Related Transactions, and Director Independence
1520
Item 14.
Principal AccountantAccounting Fees and Services
1722
Part IV
Item 15.
Exhibits, and Financial Statement Schedules
1823





SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “propose,” “intend,” “continue,” “potential,” “possible,” “foreseeable,” “likely,” “unforeseen” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in greater detail under the heading “Risk Factors” in Part I, Item 1A of our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024. These forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by our cautionary statements. Except as required by law, we assume no obligation to update our forward-looking statements publicly, or to update the reasons that actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.


PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information About Directors
Our Board consists of Directorsseven (7) directors which are divided into three classes: Class I, Class II, and Class III. Each class has a three-year term:
The Company's Board of Directors, or the Board, presently has sixmembers•Our Class I directors are Arnold C. Hanish and two vacancies. Robert Perez, Christoph WestphalWilliam K. McVicar and Roderick MacKinnon resigned from the Board effective January 31, 2018, March 7, 2018 and July 23, 2018, respectively. Jeffrey D. Capello retired from our Boardtheir terms will expire at the 2018 annual meeting of stockholders. Neither Mr. Capello's retirement nor Mr. Perez's, Dr. Westphal's or Dr. MacKinnon's resignation werestockholders to be held in 2025.
•Our Class II directors are David J. Arthur, Bruce J. McCreedy, and Jonathan Lieber and their terms will expire at the resultannual meeting of any disagreements withstockholders to be held in 2026.
•Our Class III directors are Tess Burleson and Paul Lammers and their terms will expire at the Company and were a resultannual meeting of their desiresstockholders to pursue other interests.be held in 2024.
Set forth below areAny additional directorships resulting from an increase in the names, ages and lengthsnumber of servicedirectors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the membersdirectors. The division of our Board. There are no family relationships among anyBoard into three classes with staggered three-year terms may delay or prevent a change of our executive officersmanagement or a change in control of the Company. Our directors may be removed for cause by the affirmative vote of the holders of at least two-thirds of our voting stock of the capital stock issued and outstanding then entitled to vote at an election of directors.
NameAgePosition(s)Served as Director Since
William McVicar, Ph.D.61
President, Chief Executive Officer and Director2017
Stuart Randle59
Independent Lead Director2014
Marc Kozin57
Director2014
Roger Tung, Ph.D.59
Director2017
Michelle Stacy63
Director2016
Peter Barton Hutt84
Director2014
The biographyfollowing table sets forth the name, age and committee appointments of each of our current directors as of April 12, 2024:

NameAgePosition
David J. Arthur61President, Chief Executive Officer and Director
William K. McVicar66Chair
Tess Burleson(1)(2)(3)57Director
Arnold C. Hanish(1)(3)76Director
Paul Lammers(3)66Director
Jonathan Lieber(1)(2)54Director
Bruce J. McCreedy (2)64Director

(1)Member of the directors below containsAudit Committee.
(2)Member of the Nominating and Corporate Governance Committee.
(3)Member of the Compensation Committee.
The names of the nominees and certain biographical information regarding the person'sabout each current director, including a description of his or her business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributeseducation and skills that caused the nominating and corporate governance committee andled our Board to determineconclude that the personsuch individual should serve as a member of our Board, are set forth below:
David J. Arthur
Mr. Arthur has served as our President and Chief Executive Officer and a director givensince July 2019 and as the Chief Executive Officer of our businesspredecessor since November 2015 and structure.as a manager of our predecessor's board of managers since January 2017. Mr. Arthur’s full-time employment with the Company ended, effective February 2024, but he continues to serve as Chief Executive Officer of the Company in his role as a part-time consultant. From January 2012 to October 2015, Mr. Arthur served as managing director of Dacon Pharma, LLC, a life science focused strategy, planning and evaluation company. From 1990 to 2010, Mr. Arthur served in a number of executive roles at Eli Lilly and Company and from 2010 to 2011 served in executive roles with Boehringer Ingelheim GmbH. Mr. Arthur earned a B.S. in Chemical Engineering from North Carolina State University and an M.B.A. from the Duke University Fuqua School of Business.
William K. McVicar, Ph.D.,
1

Our Board believes that Mr. Arthur’s experience as our Chief Executive Officer, and his past experience as a life sciences executive and as a committee chairman and member on the executive committees of a variety of major pharmaceutical alliances, including Eli Lilly/BioMS, Eli Lilly/Amylin and Boehringer Ingelheim/Eli Lilly qualify him to serve on our Board.
Jonathan Lieber
Mr. Lieber has served as a member of the Board since June 2020. Since February 2023, he has served as Chief Financial Officer and Treasurer of Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology company committed to identifying and accelerating the development of life-transforming therapies for patients with severe and rare diseases. From September 2021 until its sale in November 2022, he served as Chief Financial Officer of Applied Genetic Technologies Corporation (Nasdaq: AGTC), a clinical stage biotechnology company focused on the development and commercialization of adeno-associated virus (AAV)-based gene therapies for the treatment of rare and debilitating diseases. From December 2018 through September 2021, Mr. Lieber served as a Managing Director of Danforth Advisors LLC, a firm that provides strategic CFO advisory and outsourced accounting services to healthcare companies. In that capacity, he served as interim CFO for several private and public healthcare companies. From July 2015 through September 2019, Mr. Lieber was Chief Financial Officer of Histogenics Corporation (NASDAQ: HSGX) a cell therapy company developing products for the orthopedics market. Mr. Lieber received an M.B.A. in finance from the Stern School of Business of New York University and a B.S. in business administration from Boston University.
Our Board believes that Mr. Lieber is qualified to serve on the Board of Directors due to his experience in the healthcare industry, which will enable him to contribute important strategic insights to the Company.
Bruce J. McCreedy, Ph.D.
Dr. McCreedy has served as a member the Board since July 2019 and has served as Chief Scientific Officer of ONK Therapeutics, Inc. effective December 1, 2022. Prior to that, Dr. McCreedy served as the Chief Scientific Officer of Myeloid Therapeutics, Inc. from April of 2021 until November, 2022. Dr. McCreedy served as Salarius' interim Chief Science Officer from January 2020 through March 30, 2021 and was the Senior Vice President of Cell Therapy at Precision Biosciences, Inc. from 2015 to 2020. Prior to his position at Precision Biosciences, Dr. McCreedy served as the Executive Vice President of Research and Development and Chief Development Officer of Neximmune, Inc., a biotechnology company, from April 2011 to August 2017. 2015, and the Managing Partner of PharmaNav, LLC, a biotechnology company, from 2008 to 2011. From 2006 to 2008, Dr. McCreedy served as Vice President of Strategic and Clinical Development at Metabolon, Inc., a metabolomics company and from 2002 to 2006 served as the President, Chief Executive Officer and a Director for Fulcrum Pharma Developments, Inc., a drug development company (acquired by Icon plc). Prior to 2002, Dr. McCreedy has also served as Vice President at Triangle Pharmaceuticals, Inc., a pharmaceutical company (acquired by Gilead Sciences, Inc.), CEO of Therapyedge, Inc., a healthcare and information services company (acquired by Advanced Biological Laboratories S.A.), and Associate Vice President of Laboratory Corporation of America Holdings, a clinical laboratory network, and Roche Biomedical Laboratories, Inc., a drug development company. Dr. McCreedy earned a B.S. in Medical Microbiology from Wake Forest University and a Ph.D. in Microbiology and Immunology from Wake Forest University School of Medicine.
Our Board believes that Dr. McCreedy is qualified to serve on the Board of Directors due to deep experience in the biotechnology industry, which will enable him to contribute important strategic insights to the Company.
Tess Burleson
Ms. Burleson has served as a member of the Board since July 2019. Ms. Burleson has served as the chief operating officer of TGen, a Medical R&D organization, since 2007, and has served as the president of TGen Health Ventures, LLC a venture capital company, since 2009. She also serves as an advisor to bankers and investors in the life sciences industry. Prior to joining TGen, Ms. Burleson served as the chief financial officer at Lovelace Health System enterprises from 1997 to 2007, president at Lovelace Scientific Resources from 1993 to 1997, and as a
2

senior associate at KPMG from 1990 to 1993. Ms. Burleson earned a B.B.A from Robert O. Anderson School of Business at University of New Mexico and her M.B.A. from the Anderson Graduate School of Management at University of New Mexico.
Our Board believes that Ms. Burleson is qualified to serve on the Board of Directors as a result of her extensive operational experience in the biotechnology industry and experience in financial and accounting matters.
Paul Lammers, MD, MSc
Dr. Lammers has served as a member of the Board since July 2019 and previously served as our lead independent director. In February 2024, Dr. Lammers retired as CEO of Triumvira Immunologics, a privately held engineered T cell therapy company and for which he raised over $125 million from leading venture firms, where he served starting in 2018. Before Triumvira, Dr. Lammers served as President & CEO at Mirna Therapeutics, for which company he raised $160 million through venture capital and Federal and State government funding, as well as a public listing (MRNA) on NASDAQ in 2015. Previously, he served as Chief Medical Officer and Head of US Product Development for EMD Serono. During his early industry tenure, Dr. Lammers also held various executive/senior management positions in clinical development, medical and regulatory affairs, at different pharmaceutical companies, as well as at small public and privately held biotech companies. Dr. Lammers serves as Director for private oncology biotech company, Immunomet Therapeutics, and private oncology biotech company, Diakonos Oncology. Dr. Lammers obtained both his Master of Science in Biology, and his Medical Degree from Radboud University, Nijmegen, The Netherlands.
Our Board believes that Dr. Lammers is qualified to serve on the Board of Directors as a result of his extensive experience in the pharmaceutical industry and deep understanding of oncology drugs.
Arnold Hanish
Mr. Hanish has served as a member of the Board since July 2019. Mr. Hanish served in various management roles at Eli Lilly and Company, a pharmaceutical company, including Vice President and Chief Accounting Officer. Prior to Eli Lilly and Company, Mr. Hanish held numerous positions at Arthur Young & Company (currently Ernst & Young) from 1970-1984, including being the Director of Tax in the Indianapolis office from 1979-1984. Mr. Hanish served as a member of the Deloitte and Touche, LLP, a professional services company, Audit Quality Review Council from 2013 to 2023. In addition, Since September 2012, Mr. Hanish has served on the Board of Directors of Omeros Corporation (Nasdaq:OMER), a biopharmaceutical company, and Chairs its Audit Committee. From 2007 to 2010, Mr. Hanish served as the Chairperson of the Financial Executives International Committee on Corporate Reporting and was on their SEC and Public Company Accounting Oversight Board ("PCAOB") subcommittees. In 2016, Mr. Hanish was inducted into the Financial Executives International Hall of Fame. From 2004 to 2008 and again in 2011 and 2012, Mr. Hanish was a member of the Standing Advisory Group of the PCAOB, a nonprofit audit oversight organization. Since 2010, Mr. Hanish has served on the Dean of the College of Businesses, Business Advisory Council and recently received the Distinguished Service Award from the college of business at the University of Cincinnati. Mr. Hanish earned a B.B.A. in Accounting from the University of Cincinnati and is a licensed CPA in Indiana and Ohio.
Our Board believes that Mr. Hanish is qualified to serve on the Board of Directors as a result of his experience in the pharmaceutical industry, as well as deep experience in accounting and public company financial matters.
William McVicar, Ph.D.
Dr. McVicar has served as our Chief Executive Officera member of the Board since the completion of the reverse acquisition in July 2017.2019. Prior to completion of the acquisition, Dr. McVicar served as a member of the board of directors of Flex Pharma since August 2017, and served as its chief executive officer from July 2017 to July 2019. Dr. McVicar joined the CompanyFlex Pharma in April 2017 as our President of Research & Development. Prior to joining the Company,Flex Pharma, Dr. McVicar also serves as president and CEO of Neuromity Therapeutics, LLC since November 2021 and serves as Chief Operating Officer (acting) at Satellos Biosciences, Inc. since July 2020. Additionally, Dr. McVicar served as Executive Vice Presidentexecutive vice president of Pharmaceutical Development, Chief Scientific Officerpharmaceutical development, chief scientific officer and Presidentpresident during his tenure at Inotek Pharmaceuticals
3

Corporation from September 2007 to April 2017. Dr. McVicar also held various positions at Sepracor, Inc.,Inc, Novartis AG and RPR Gencell, the Gene and Cell Therapy Division of Rhone Poulenc Rorer, and Novartis AG.Rorer. Dr. McVicar earned his B.S. in Chemistry from the State University of New York College at Oneonta and his Ph.D. in Chemistry from the University of Vermont. We believe
Our Board believes that Dr. McVicar is qualified to servesit on ourthe Board of Directors due to his over 30 years of biologic and drug development experience and his experience as a senior executive.
Stuart Randle,Board Diversity Matrix
The demographic makeup of our Board, as disclosed by the Board members themselves, is as follows as of April 22, 2024:

Total Number of Directors7
FemaleMaleNon-BinaryDid Not Disclose Gender
Part I: Gender Identity
Directors16--
Part II: Demographic Background
African American or Black----
Alaskan Native or Native American----
Asian----
Hispanic or Latinx----
Native Hawaiian or Pacific Islander----
White-6--
Two or More Races or Ethnicities1---
LGBTQ+0
Did Not Disclose Demographic Background0
Executive Officers

The following table shows information about our executive officers as of April 12, 2024:

Name
Age
Position
David J. Arthur61President, Chief Executive Officer and Director
Mark J. Rosenblum70Executive Vice President of Finance and Chief Financial Officer

The following presents biographical information for each of our executive officers in the table above, other than for Mr. Arthur, whose information is presented above.
Mark J. Rosenblum
Mr. Rosenblum has served as our Executive Vice President Finance and Chief Financial Officer since September 2019. Prior to September 2019, Mr. Rosenblum served as a financial consultant to us since February 2019. Prior to joining us, Mr. Rosenblum served as chairman, chief executive officer and a director of ActiveCare, Inc. (Nasdaq:
4

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.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Arrangements between Officers and Directors
To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.
Corporate Governance
Board of Directors
Our business and affairs are organized under the direction of the Board, which currently consists of seven members. Dr. McVicar currently serves as the Chair of our Board. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling, and direction to our management. Our Board meets on a regular basis and additionally as required.
Director Independence
The Nasdaq Listing Rules generally require that a majority of the members of a listed company’s board of directors must qualify as “independent” as affirmatively determined by its board of directors. The Board of Directors consults with the Company’s counsel to ensure that the Board of Directors’ determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.
Our Board of Directors has undertaken a review of its composition, the composition of its committees and the independence of each director and director nominee. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that six of our current directors, including Mr. McVicar, Ms. Burleson, Mr. Hanish, Dr. Lammers, Dr. McCreedy and Mr. Lieber, are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements of Nasdaq.
Our Board of Directors has determined that Mr. Arthur, Chief Executive Officer of the Company in his role as a part-time consultant, is independent under the applicable rules and regulations of the SEC and Nasdaq Listing Rules. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.
Board Leadership Structure
Our Bylaws provide that if a chair of the Board of Directors since October 2014. Mr. Randle served as the Chief Executive Officer of Ivenix, Inc. from December 2015 to December 2018. Previously, Mr. Randle served as the Chief Executive Officer of GI Dynamics, Inc. from 2004 through September 2014. Prior to GI Dynamics, Mr. Randle served as the President and Chief Executive Officer of ACT Medical, Inc. from 1998 to 2001. Prior to 1998, Mr. Randle was Corporate Vice President and responsible for the northeastern region of the United States for Allegiance Healthcare Corporation. Mr. Randle previously worked for Baxter Healthcare Corporation in various roles including President, New England region, General Manager of anesthesia, and various sales and marketing roles. Mr. Randle has also held various sales and engineering roles with Ingersoll-Rand Corporation. Mr. Randle is a memberappointed, that person will preside at all meetings of the Board of Directors at which they are present. Currently, the position of Teleflex, Inc. and Beacon Roofing Supply, Inc. and previously served as a memberchair of the Board of Directors of Ivenix, Inc. and GI Dynamics, Inc. Mr. Randle earned an M.B.A. from The Kellogg Graduate School of Management at Northwestern University and a B.S. degree in Mechanical Engineering from Cornell University. We believe that Mr. Randle is qualified to serve on our Board of Directors due to his over 20 years of experience in the life sciences industry in engineering, sales,is filled by Dr. McVicar.

5


marketing, senior management and leadership roles in developing companies and divisions of major medical corporations.
Marc Kozin has served as a member of theThe Board of Directors since October 2014. Mr. Kozin was a Senior Advisorperiodically reviews its leadership structure and developments in the area of corporate governance to L.E.K. Consulting, a global strategy consulting firmensure that this approach continues to strike the appropriate balance for the Company and our stockholders.
Ant-Hedging Policy; Policy on Pledging
We have an insider trading policy that sets forth guidelines and restrictions applicable to transactions involving our stock by our directors, officers and employees. Among other things, this policy prohibits our directors, officers and employees from July 2011engaging in purchases or sales of puts, calls, options or other derivative securities based on the Company’s securities. These hedging transactions are prohibited because they would allow directors, officers and employees to December 2018. Priorcontinue to own the covered securities, but without the full risks and rewards of ownership. When that Mr. Kozin served as President of L.E.K.'s North American practice for 15 years. Mr. Kozin currently serves as a memberoccurs, their interests and the interests of the BoardCompany and its stockholders may be misaligned and may signal a message to the trading market that may not be in the best interests of Directorsthe Company and its stockholders at the time it is conveyed. The insider trading policy also prohibits directors and officers from engaging in short sales of Dicerna Pharmaceuticals, Inc. and UFP Technologies, Inc. and he previously served on the BoardCompany’s securities.
Role of Directors of DYAX Corp., Endocyte, Inc. and OvaScience, Inc. He also serves on the strategic advisory board for Healthcare Royalty Partners. Mr. Kozin holds a B.A., with distinction, in Economics from Duke University and an M.B.A., with distinction, from The Wharton School, University of Pennsylvania. We believe that Mr. Kozin is qualified to serve on our Board of Directors due to his nearly 30 yearsin Risk Oversight
One of experience in corporate and business unit strategy consulting, merger and acquisition advisory services, and value management, both domestically and internationally.

Dr. Roger Tung, Ph.D., has served as a memberthe key functions of the Board is informed oversight of Directors since October 2017. Dr. Tungour risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the co-founder, Presidentresponsibility to consider and Chief Executive Officer of Concert Pharmaceuticals, Inc. (“Concert”). Before Concert, Dr. Tung was a founding scientist at Vertex Pharmaceuticals Incorporated (“Vertex”), a pharmaceutical company, where he was employed from 1989discuss our major financial risk exposures and the steps our management has taken to 2005, most recently as its Vice President of Drug Discovery. Priormonitor and control these exposures, including guidelines and policies to Vertex, he held various positions at Merck, Sharp & Dohme Research Laboratories, a global healthcare provider,govern the process by which risk assessment and management is undertaken. The Squibb Institute for Medicinal Chemistry. Dr. Tung is a memberAudit Committee also monitors compliance with legal and regulatory requirements. Our Compensation Committee also assesses and monitors whether our compensation plans, policies, and programs comply with applicable legal and regulatory requirements.
Committees of the board of directors of Concert. Dr. Tung receivedBoard
Our Board has established an Audit Committee, a B.A. in Chemistry from Reed CollegeCompensation Committee, and a Ph.D. in medicinal chemistry atNominating and Corporate Governance Committee. Our Board has adopted a charter for each of these committees, each of which complies with the Universityapplicable requirements of Wisconsin-Madison.current Nasdaq rules. We believe that Dr. Tung is qualifiedintend to serve on our Board of Directors duecomply with future requirements to his over 30 year career in the global pharmaceutical and biotechnology industries, including his roles at Concert and Vertex.
Michelle Stacy, has served as a memberextent they are applicable to us. Copies of the Board of Directors since March 2016. As the former president of Keurig, Inc. and former vice president and general manager with Gillette/P&G, Ms. Stacy brings to the Board of Directors experience leading consumer businesses and global brands. Ms. Stacy currently sitscharters for each committee are available on the Boardinvestor relations portion of Directors of iRobot Corporation, Coravin, Inc. and The HydraFacial Company. Previously, Ms. Stacy sat on the Board of Directors of Young Innovations, Inc. and Tervis Tumbler Company, and also served as a Director Advisor to The Cambridge Group (an AC Nielson Company). Ms. Stacy is a professional speaker on leadership, innovation and growth. She received a M.S. in Management from J. L. Kellogg Graduate School of Management - Northwestern University, and a B.S. from Dartmouth College. We believe that Ms. Stacy is qualified to serve on our Board of Directors given her broad marketing, senior management and leadership roles in consumer companies.
Peter Barton Hutt, L.L.B., L.L.M., has been a member of the Board of Directors since March 2014. Mr. Hutt is a senior counselwebsite at the law firm of Covington & Burling LLP and has been an attorney with that firm since 1960. He served as Chief Counsel for the U.S. Food and Drug Administration from 1971 through 1975. Mr. Hutt is a member of the National Academy of Medicine of the National Academy of Sciences and teaches a course on Food and Drug Law each winter term at Harvard Law School. He co-authored the casebook used to teach Food and Drug Law and has published numerous papers on the subject. Mr. Hutt is a member of the Board of Directors of Q Therapeutics, Moderna, Inc., Immunomedics, Inc. and Concert Pharmaceuticals Inc., and several privately-held life sciences companies. During the last five years, Mr. Hutt has also served as a member of the Board of Directors of BIND Therapeutics, Inc., Celera Genomics, DBV Technologies, Momenta Pharmaceuticals, Inc. and Ista Pharmaceuticals, Inc. Mr. Hutt received his B.A., magna cum laude, from Yale University, his L.L.B. from Harvard University and his L.L.M. from New York University. We believe that Mr. Hutt is qualified to serve on our Board of Directors due to his 50 years of experience and expertise in food and drug regulation, including his service at the U.S. Food and Drug Administration and at Covington & Burling LLP, and his experience serving on other boards of directors in the biotechnology industry.
EXECUTIVE OFFICERS
The following table sets forth information regarding our executive officers who are not also directors:


NameAgePosition(s)
John McCabe49
Chief Financial Officer, Treasurer and Secretary
Thomas Wessel, M.D., Ph.D. 63
Former Chief Medical Officer

John McCabe has served as our Chief Financial Officer since December 2016. From May 2014 to December 2016, Mr. McCabe served as our Vice President, Finance. Mr. McCabe joined us from ARIAD Pharmaceuticals, Inc. where he was Vice President and Chief Accounting Officer from May 2013 to May 2014. Previously, Mr. McCabe served as Vice President and Corporate Controller at Charles River Associates from June 2009 to May 2013. Previously, Mr. McCabe was the Director, Strategic Business Unit Controller at Biogen, Inc. from 2007 until 2009. Mr. McCabe has also held positions at Performance Technologies, Inc., IP.com Inc. and Arthur Andersen LLP. Mr. McCabe earned an M.B.A. from the University of Massachusetts at Amherst and B.S. degrees in Accounting and Management Information Systems from Babson College.
Thomas Wessel, M.D., Ph.D., served as our Chief Medical Officer from December 2014 to June 2018. Dr. Wessel's position was eliminated in June 2018 in connection with our corporate restructuring and strategic assessment. Prior to joining us, Dr. Wessel was an independent consultant to several biotechnology and large pharmaceutical companies. Previously, Dr. Wessel was the Chief Medical Officer of Acorda Therapeutics, Inc. from November 2008 until September 2011. Between March 2002 and October 2008, Dr. Wessel was employed in various leadership positions at Sepracor, Inc., including Senior Vice President of Clinical Research. Before joining Sepracor, Dr. Wessel worked on several CNS projects at Janssen Pharmaceuticals. Before working in the pharmaceutical industry, Dr. Wessel held several academic and research positions. Dr. Wessel received his M.D. from the University of Munich School of Medicine and completed his Ph.D. in experimental neurobiology at the Max-Planck-Institute for Psychiatry in Martinsried, Germany. He completed his residency in neurology at New York Hospital and Memorial Sloan-Kettering Cancer Center (Cornell University Medical Center).http://investors.salariuspharma.com/corporate-governance/highlights.
Audit Committee
Prior to Mr. Capello's retirement from the Board, theThe Audit Committee consistedcurrently consists of Messrs. CapelloMs. Burleson, Mr. Hanish, and Kozin and Ms. Stacy. Upon Mr. Capello's resignation,Lieber. Mr. Hutt joinedHanish serves as the chair of our Audit Committee and Ms. Stacy assumed the role of Audit Committee chair.Committee. The Board of Directors has determined that each of the members of the Audit Committee satisfies the Nasdaq Stock Market and SEC independence requirements. The Board of Directors has determined that Mr. Capello, through the date of his retirement, and Ms. Stacy, upon assuming the role of Audit Committee chair, both qualifyHanish qualifies as an audit committee financial expert within the meaning of SEC regulations and meetmeets the financial sophistication requirements of the Nasdaq Listing Rules. In making this determination, the Board of Directors has considered Mr. Hanish’s business background and previous experience. Both our independent registered public accounting firm and management periodically meet with the Audit Committee.
The functions of this committee include, among other things:
•selecting, on behalf of the Board of Directors, an independent public accounting firm to audit our financial statements;
•reviewing our financial reporting processes and disclosure controls;
•discussing with the independent auditors their independence, reviews and discusses our audited financial statements with the independent auditors and management;
•recommending to the Board of Directors whether the audited financials should be included our annual reports to be filed with the SEC;
•overseeing management’s identification, evaluation, and mitigation of major risks to the Company;
•reviewing and considering “related person transactions” under our Related Person Transaction Policy; and
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•reviewing any proposed waiver of our Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers and making recommendations to the Board of Directors with respect to the disposition of any proposed waiver.
We believe that the composition and functioning of our Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and all applicable SEC rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.
Compensation Committee
Our Compensation Committee currently consists of Ms. Burleson, Mr. Hanish, and Dr. Lammers. Dr. Lammers serves as the chair of our Compensation Committee. The Board of Directors has determined that each of the members of the Compensation Committee is governeda non-employee director, as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Additionally, the Board has determined that each of the members of the Compensation Committee satisfies Nasdaq and SEC independence requirements.
The functions of this committee include, among other things:
•reviewing and approving the corporate objectives that pertain to the determination of executive compensation;
•reviewing and approving the compensation and other terms of employment of our executive officers;
•reviewing and approving performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives;
•making recommendations to our Board regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by a written auditour Board;
•reviewing and making recommendations to our Board regarding the type and amount of compensation to be paid or awarded to our non-employee board members;
•approving equity compensation plans and the grant of equity awards not subject to stockholder approval under applicable listing standards;
•overseeing the administration of our employee benefit plans;
•reviewing and assessing the independence of compensation consultants, legal counsel, and other advisors as required by Section 10C of the Exchange Act;
•reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections, indemnification agreements, and any other material arrangements for our executive officers;
•reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;
•monitoring our compliance with the requirements under the Sarbanes-Oxley Act relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefit;
•preparing an annual report on executive compensation that the SEC requires in our annual proxy statement; and
•reviewing and evaluating on an annual basis the performance of the Compensation Committee and recommending such changes as deemed necessary with our Board.
We believe that the composition and functioning of our Compensation Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Ms. Burleson, Dr. McCreedy and Mr. Lieber. Ms. Burleson serves as the chair of our Nominating and Corporate Governance Committee. The Board has determined that each of the members of the Nominating and Corporate Governance Committee satisfies Nasdaq and SEC independence requirements. The functions of this committee charter that is availableinclude, among other things:
•identifying, reviewing, and making recommendations of candidates to shareholdersserve on our website at www.flex-pharma.com. The inclusionBoard;
•evaluating the performance of our website address hereBoard, committees of the Board, and elsewhere in this amendment does not include or incorporate by reference the informationindividual directors and determining whether continued service on our website into this amendment.board is appropriate;
•establishing procedures for nominations by stockholders of candidates for election to the Board;
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•evaluating nominations by stockholders of candidates for election to the Board;
•overseeing the self-evaluation process of the Board and each of its committees;
•evaluating the current size, composition, and organization of our Board and its committees and making recommendations to our Board for approvals;
•developing a set of corporate governance policies and principles and recommending to our Board any changes to such policies and principles;
•reviewing issues and developments related to corporate governance and identifying and bringing to the attention of our Board current and emerging corporate governance trends; and
•reviewing periodically the Nominating and Corporate Governance Committee charter, structure, and membership requirements and recommending any proposed changes to our Board, including undertaking an annual review of its own performance.
We believe that the composition and functioning of our Nominating and Corporate Governance Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.
Board and Committee Meeting Attendance
In 2023, our Board held seven meetings. Each of our directors attended at least 75% of the aggregate number of meetings of our Board and meetings of any committee of which he or she was a member, which were held during the time in which he or she was a director or a committee member, as applicable. Our non-management directors meet in regularly scheduled sessions without the presence of management in executive sessions. Our Audit Committee held four meetings, our Nominating and Corporate Governance Committee held one meeting, and our Compensation Committee held two meetings in 2023. Directors are encouraged to attend our annual meeting of stockholders, either via webcast or telephonically.
Code of Ethics
We haveThe Board has adopted a codeCode of business conductBusiness Conduct and ethics that appliesEthics (the “Code of Conduct”) applicable to all of our employees, executive officers, and directors, including those officers responsible for financial reporting. Our codedirectors. The Code of business conduct and ethicsConduct is available on our website at www.flex-pharma.com.www.salariuspharma.com. Information contained on or accessible through our website is not a part of this Proxy Statement, and the inclusion of our website address in this Proxy Statement is an inactive textual reference only. The Nominating and Corporate Governance Committee is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers, and directors. We intend to discloseexpect that any amendments to the code,Code of Conduct, or any waivers of its requirements, will be disclosed on our website.
We also implemented whistleblower procedures that establish formal protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures will be communicated promptly to our Audit Committee.
Director Nominations
Our Board nominates directors for election at each annual meeting of stockholders and elects new directors to fill vacancies when they arise. Our Nominating and Corporate Governance Committee has the responsibility to identify, evaluate, recruit, and recommend qualified candidates to our Board for nomination or election.
Director Criteria. Our Nominating and Corporate Governance Committee has a policy regarding consideration of director candidates recommended by stockholders. Our Nominating and Corporate Governance Committee reviews suggestions for director candidates recommended by stockholders and considers such candidates for recommendation based upon an appropriate balance of knowledge, experience, and capability. In addition to considering an appropriate balance of knowledge, experience, and capability, our Board has as an objective that its membership be composed of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, genders, and ethnicities. Our Nominating and Corporate Governance Committee selects director candidates based on the candidate possessing relevant market and technological expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment, diversity, potential for long-term contribution to the Company’s business, and having the commitment and vision to rigorously represent the long-term interests of the Company’s stockholders. Our Nominating and Corporate Governance Committee believes it is appropriate for a majority of the members of our Board to meet the definition of “independent director” under the
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Nasdaq rules. Our Nominating and Corporate Governance Committee also believes it appropriate for our Chief Executive Officer to participate as a member of our Board.
Prior to each annual meeting of stockholders, our Nominating and Corporate Governance Committee first identifies nominees by reviewing the current directors whose terms expire at the annual meeting of stockholders and who are willing to continue in service. These candidates are evaluated based on the criteria described above, including as demonstrated by the candidate’s prior service as a director, and the needs of our Board, with respect to the particular talents and experience of its directors. If a director does not wish to continue in service, the Nominating and Corporate Governance Committee determines not to nominate the director, or a vacancy is created on our Board as a result of a resignation, an increase in the size of our Board or other event, the Nominating and Corporate Governance Committee will consider various candidates for Board membership, including those suggested by members of the Nominating and Corporate Governance Committee, by other members of our Board, by any executive search firm engaged by the Nominating and Corporate Governance Committee, and by stockholders. A stockholder who wishes to suggest a prospective nominee for our Board should notify our Secretary, any member of the Nominating and Corporate Governance Committee, or the persons referenced below in “Communications with our Board of Directors” in writing with any supporting material the stockholder considers appropriate.
Stockholder Nominees. In addition, our Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to our Board at our annual meeting of stockholders. In order to nominate a candidate for director, a stockholder must give timely notice in writing to our Secretary and otherwise comply with the provisions of our Bylaws. To be timely, our Bylaws provide that we must have received the stockholder’s notice not more than 120 days nor less than 90 days prior to the anniversary of the previous year’s proxy statement provided in connection with the previous year’s annual meeting of stockholders. Information required by our Bylaws to be in the notice include the name and contact information for the candidate and the person making the nomination and other information about the nominee that must be disclosed in proxy solicitations under Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a)14 of the Exchange Act requiresand the related rules and regulations under that section.
Stockholder nominations must be made in accordance with the procedures outlined in, and include the information required by, our Bylaws and must be addressed to: Secretary, Salarius Pharmaceuticals, Inc., 2450 Holcombe Blvd. Suite X, Houston, TX 77021. You can obtain a copy of our Bylaws by writing to the Secretary at this address.
Meetings of Our Independent Directors and Communications with our Board of Directors
During meetings of the Board, the independent directors meet regularly in an executive session without management or management directors present. The purpose of these executive sessions is to promote open and executive officers,candid discussion among the non-management directors. Our Board recommends that stockholders and persons who own more than ten percentother interested parties initiate communications with our Board, the independent directors, the Chair, or any committee of our Board in writing to the attention of our Secretary, Salarius Pharmaceuticals, Inc., 2450 Holcombe Blvd. Suite X, Houston, TX 77021. This process will assist our Board in reviewing and responding to stockholder communications in an appropriate manner. Our Board has instructed our Secretary to review such correspondence and, at his discretion, not to forward items if he deems them to be of a registered class ofcommercial or frivolous nature or otherwise inappropriate for our equity securities, to file with the SEC initial reports of ownershipBoard’s consideration such as spam, junk mail and reports of changes in ownership of common stockmass mailings, product complaints, personal employee complaints, product inquiries, new product suggestions, resumes and other equity securitiesforms of the Company. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.job inquiries, surveys, business solicitations, or advertisements.


Based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that, during the fiscal year ended December 31, 2018, all of our officers, directors and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them.



Item 11. Executive Compensation
2023 Executive Compensation
Our “named executive officers” for the year ended December 31, 2023, were:
•David J. Arthur, our President and Chief Executive Officer; and
•Mark J. Rosenblum, our Executive Vice President of Finance and Chief Financial Officer.
On February 20, 2024 we entered into a separation and release agreement with Mr. Arthur, as more fully described below in “Employment and Separation Agreements”.
On February 20, 2024, the Company and Mr. Rosenblum, entered into that certain Amendment to Executive Employment Agreement , which amends that certain Executive Employment Agreement, dated April 24, 2020, by and between the Company and Mr. Rosenblum solely to provide Mr. Rosenblum with the option to receive any
9

severance that may be owed to Mr. Rosenblum pursuant to Section 5I(i) thereof in in equal installments over a period of time or in a lump-sum amount.
Investors are encouraged to read the compensation discussion below under “Narrative Disclosure to Summary Compensation Table” in conjunction with the summary compensation tables and related notes.
Summary Compensation Table
The following table sets forth informationcompensation for each ofservices rendered in all capacities to us for the last two completed fiscal years regarding compensation awarded to or earned byended December 31, 2023 and 2022 for our President and Chief Executive Officer and the two other most highly compensated executive officers, or collectively, the named executive officers.
Name and Principal
Position		YearSalaryStock Awards (1)Non-Equity Incentive Plan CompensationOption
Awards (4)		All Other
Compensation (5)		Total
David J. Arthur President and
Chief Executive Officer		2023$500,000$31,400——$13,200$544,600
2022$500,000—$217,375(2)$211,448$12,200$941,021
Mark J. Rosenblum
Executive Vice President,
Finance and Chief Financial Officer		2023$330,000$12,500$—$—$13,200$355,700
2022$300,000—$97,775(3)$84,579$12,200$494,551

(1)The amounts reported in this column represent the grant date fair value of the equity awards of restricted stock granted, calculated in accordance with FASB ASC Topic 718.
Name and Principal
Position
 Year
Salary
($)
 
Option Awards
($)(1)
 
Non-Equity Incentive Plan Compensation
($)(2)
 
All Other Compensation
($)
 
Total
($)
William McVicar, Ph.D.,
President, Chief Executive Officer(3)
 2018$490,000
 $1,047,292
 $245,000
 $16,112
(5) 
$1,798,404
 2017$325,442
 $606,460
 $75,802
 $66,194
(5) 
$1,073,898
John McCabe, Chief Financial Officer, Treasurer and Secretary 2018$330,000
 $453,516
 $132,000
 $16,116
(6) 
$931,632
 2017$300,000
 $201,543
 $54,000
 $14,121
(6) 
$569,664
Thomas Wessel, M.D., Ph.D.
   Former Chief Medical Officer(4)
 2018$169,115
 $280,520
 $—
 $312,047
(7) 
$761,682
 2017$419,056
 $255,689
 $75,430
 $15,951
(7) 
$766,126
(2)Amount shown represents the 2022 annual bonus paid to Mr. Arthur in 2023 which consisted of (i) a cash amount equal to $184,771 and (ii) 14,300 shares of common stock paid in lieu of cash which shares were valued at $32,604.
(3)Amount shown represents the 2022 annual bonus paid to Mr. Rosenblum in 2023 which consisted of (i) a cash amount equal to $83,110 and (ii) 6,432 shares of common stock paid in lieu of cash which shares were valued at $14,665.
(1)This column reflects the aggregate grant date fair value of the option awards granted during the respective fiscal years computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 13 to our consolidated financial statements included the Original Report.

(2)Amounts shown represent annual performance‑based bonuses for 2018 and 2017. For more information, see “Annual Performance‑Based Bonus Opportunity” below.

(3)Dr. McVicar joined us as our President of Research & Development on April 5, 2017. He was appointed as interim Chief Executive Officer on July 3, 2017 and then appointed as President and Chief Executive Officer on August 1, 2017. Prior to his employment, from February 14, 2017 through April 4, 2017, Dr. McVicar served as a consultant to the Company. Amounts shown for 2017 represent all compensation earned by Dr. McVicar as an employee and consultant.

(4)Dr. Wessel was terminated as our Chief Medical Officer on June 26, 2018. Upon termination, Dr. Wessel entered into an advisor agreement, which terminated on December 30, 2018. Amounts shown for 2018 represent all compensation earned by Dr. Wessel as an employee and advisor.

(5)Amounts for 2018 and 2017 consist of the following: (i) $852 and $521 for long-term disability premiums and related tax gross up, (ii) $1,200 and $900 paid as an allowance for cell phone costs, (iii) $3,060 and $2,295 for reimbursement of commuting expenses (iv) $11,000 in 2018 for matching contributions defined in our 401(k) plan and (v) $62,478 in 2017 of consulting fees for the period prior to his employment date of April 5, 2017.

(6)Amounts for 2018 and 2017 consist of the following: (i) $856 and $888 for long-term disability premiums and related tax gross up, (ii) $1,200 in each year paid as an allowance for cell phone costs, (iii) $3,060 in each year for reimbursement of commuting expenses and (iv) $11,000 and $8,973 for matching contributions defined in our 401(k) plan.

(7)Amounts for 2018 and 2017 consist of the following: (i) $427 and $891 for long-term disability premiums and related tax gross up, (ii) $575 and $1,200 paid as an allowance for cell phone costs, (iii) $1,530 and $3,060 for reimbursement of commuting expenses, (iv) $6,765 and $10,800 for matching contributions defined in our 401(k) plan, (v) $14,841 in 2018 of accrued paid time off paid upon termination, (vi) $257,250 in 2018 for severance payments made in July 2018 and (vii) $30,659 in 2018 of advisory fees for the period from June 2018 through December 2018. For more information on the severance payment and advisory fees, see “Agreements with Our Named Executive Officers” below.

(4)We estimated the grant date fair value of stock options using the Black-Scholes option-pricing model computed in accordance with FASB ASC Topic 718. See Note 8 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022, respectively for the assumptions used in such valuation.
Annual Base Salary(5)Amount shown represents matching contribution by the Company pursuant to its 401(k) plan.
Base salaries are intended

Narrative Disclosure to provide a fixed levelSummary Compensation Table

In the process of determining compensation for our named executive officers, that is commensurate withthe Compensation Committee considers the current financial position of the Company, the strategic goals of the Company, and the performance of each of our named executive officers. In addition, from time to time, the Compensation Committee considers the various components (described below) of our compensation program for executives in relation to compensation paid by other public companies, compensation data, their responsibilitieshistorical review of all executive officer compensation, and competitive market conditions. When considered inrecommendations from our Chief Executive Officer (other than for his own salary). The Compensation Committee has the sole authority to select, compensate and terminate its external advisors.


The Compensation Committee utilizes the following components of compensation (described further below) to strike an appropriate balance between promoting sustainable and excellent performance and discouraging any excessive risk-taking behavior:
5.
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combination•Base Salary;
•Non-equity incentive plan compensation;
•Annual long-term equity compensation;
•Personal benefits and perquisites; and
•Acceleration and severance agreements tied to changes in control of the Company.

Base Salaries

Our named executive officers receive base salaries as set forth in their respective employment or consulting agreements. Each named executive officer is eligible for annual raises subject to review and approval of the Compensation Committee. There were no salary raises in 2023. Mr. Arthur’s base salary was $500,000. Mr. Rosenblum’s base salary was $330,000 for 2023.


Non-Equity Incentive Plan Compensation

Target bonuses are reviewed annually and established as a percentage of the executives’ base salaries, generally based upon seniority of the officer and targeted at or near the median of the peer group (with reference to our corporate compensation philosophy) and relevant survey data. Each year, the Compensation Committee establishes corporate and individual objectives and respective target percentages, taking into account recommendations from our Chief Executive Officer as it relates to executive positions other than the Chief Executive Officer’s compensation. Our Chief Executive Officer’s target bonus is set by the Compensation Committee to align entirely with other elementsour overall corporate objectives. At the end of each fiscal year-end, our Chief Executive Officer provides the Compensation Committee with a written evaluation showing actual performance as compared to corporate and/or individual objectives, and the Compensation Committee uses that information, along with the overall corporate performance, to determine what percentage of each executive’s bonus target will be paid out as a bonus for that year. Overall, the Compensation Committee seeks to establish the corporate and individual functional goals to be highly challenging yet attainable.

Mr. Arthur’s and Mr. Rosenblum’s target bonus’ for both 2023 and 2022 as a percentage of base salary was 50% and 35% respectively. Neither named executive officer received a bonus for our 2023 fiscal year.

.

Long-Term Equity Compensation

We designed our long-term equity grant program to further align the interests of our executiveexecutives with those of our stockholders and to reward the executives’ longer-term performance. Historically, the Compensation Committee has granted stock options, although from time-to-time, to further increase the emphasis on compensation we believetied to performance, the Compensation Committee may grant other equity awards as allowed by the Salarius Pharmaceuticals 2015 Equity Incentive Plan. The Compensation Committee may grant stock options, restricted stock, restricted stock units and similar equity awards permitted under our base salariesplans based on its judgment as to whether the complete compensation packages to our executives, including prior equity awards, are appropriate and sufficient to attractretain and retain an effective management team.
incentivize the executives and whether the grants balance long-term versus short-term compensation. The compensationCompensation Committee also considers our overall performance as well as the individual performance of each of our named executive officers, the potential dilutive effect of restricted stock awards, the dilutive and overhang effect of the equity awards, and recommendations from the Chief Executive Officer (other than with respect to his own equity awards).

Stock options are granted with an exercise price equal to the fair market value of our common stock on the date of grant.

Restricted stock is generally determined and approved bygranted at the Boardclosing price of Directors or the Compensation Committee. TheCompany's common stock on the grant date.
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On January 3, 2023, our Compensation Committee approved individual increases to the 2018 base salaries of Dr. McVicargranted Mr. Arthur and Mr. McCabe effectiveRosenblum 20,000 and 8,000 shares of restricted stock, respectively. 25% of the shares of restricted stock vested on January 1, 2018.2, 2024 and 1/36 of the remaining shares of restricted stock will vest on monthly anniversaries thereafter.

Personal Benefits and Perquisites

All of our executives are eligible to participate in our employee benefit plans, including medical, dental, vision, life insurance, short-term and long-term disability insurance, flexible spending accounts, 401(k), and an Employee Stock Purchase Program. These plans are available to all full-time employees. In January 2018, Dr. Wessel's employment agreement was amended, adjusting his annual base salarykeeping with our philosophy to $343,000, his target bonus was changedprovide total compensation that is competitive within our industry, we offer limited personal benefits and perquisites to 45% and required himexecutive officers. You can find more information on the amounts paid for these perquisites to devote 80%or on behalf of his business time to the Company. There were no base salary adjustments to the salaries of Dr. McVicar and Mr. McCabe for 2019. The 2019 and 2018 base salaries are outlined in the table below.
Name2018 Base Salary2019 Base Salary
William McVicar, Ph.D.$490,000
$490,000
John McCabe$330,000
$330,000
Thomas Wessel, M.D., Ph.D.$343,000
$—
Annual Performance-Based Bonus Opportunity
In addition to base salaries, our named executive officers are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives toin our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals.Summary Compensation Table.
In connection with the our corporate restructuring and strategic assessment that we announced in June 2018, we entered into amended employment agreements with Dr. McVicar and Mr. McCabe. Under the terms of these amendments, we agreed to pay 100% of the 2018 target annual bonuses to Dr. McVicar and Mr. McCabe upon the earlier of a change in control event, as defined in the agreements, or March 15, 2019, provided each is an employee in good standing at the time of payment. Dr. McVicar and Mr. McCabe were paid $245,000 and $132,000, respectively, on March 15, 2019. Dr. Wessel's position was eliminated in June 2018 and he was not paid any bonus related to 2018. See the section "Agreements with Our Executive Officers" below for further information.
Equity-Based Incentive Awards
Our equity-based incentive awards are designed to align our longer-term interests and the longer-term interests of our shareholders with those of our employees and consultants, including our named executive officers. The Board, following the recommendation of the Compensation Committee, is responsible for approving equity grants. We have generally granted stock options to our named executive officers and employees as incentive compensation because we believe in using equity compensation to reward our named executive officers and other employees for stock price appreciation. Vesting of equity awards is generally tied to continuous service with us and serves as an additional retention measure.
Based upon the pending merger with Salarius Pharmaceuticals, LLC, or Salarius, as discussed in the Original Report, we do not expect to issue stock options in the future.
On January 17, 2018, the Board granted an option to purchase 250,000, 100,000 and 100,000 shares of our common stock to Dr. McVicar, Mr. McCabe and Dr. Wessel, respectively, in connection with each officer’s annual performance review. The options vest over a four-year period where 1/48th of the total number of shares subject to the option vests monthly after January 18, 2018. Upon the termination of Dr. Wessel's advisory agreement, 77,084 of the stock options granted to Dr. Wessel were terminated and 22,916 remain eligible for exercise through December 30, 2019.


6.



On June 14, 2018, Dr. McVicar and Mr. McCabe received options to purchase 359,696 shares and 179,848 shares, respectively, of our common stock. Each grant vests in equal installments over 48 months from the date of grant and shall vest in full upon the closing of a change in control event and termination of employment (other than termination for cause). Dr. McVicar and Mr. McCabe will have the right to exercise their options for a period of three years and one year, respectively, after termination of their employment (other than termination for cause).
Agreements with Our Named Executive Officers
Below are written descriptions of our employment agreements with our named executive officers.
William McVicar, Ph.D.   We entered into an executive employment agreement with Dr. McVicar in April 2017, as last amended on June 20, 2018. Pursuant to his executive employment agreement, Dr. McVicar will receive an annual base salary, which is subject to increase by the Board, and is eligible for an annual bonus that targets 50% of his annualized base salary based upon an assessment of Dr. McVicar's performance and the attainment of targeted goals established by the Board. The assessment of Dr. McVicar's performance and the achievement of goals is determined at the sole discretion of the Board. In connection with our corporate restructuring and strategic assessment we entered into an amendment to Dr. McVicar’s executive employment agreement. Under the amendment, Dr. McVicar will be entitled to receive a lump sum cash bonus payment equal to $300,000 following a change in control event (as defined in the amendment). Dr. McVicar will also receive full payment of his performance bonus for the fiscal year 2018 (50% of his then-current base salary) within 30 days of a change in control event, or no later than March 15, 2019, provided Dr. McVicar is an employee in good standing at the time of payment. This bonus was paid on March 15, 2019. The amendment also provides that Dr. McVicar’s previously issued stock option grants, totaling 500,000 options, will be exercisable for a period of three years after termination of his employment (other than termination for cause). In the event that he is terminated without cause or resigns for good reason, Dr. McVicar is entitled to certain additional severance and change of control benefits pursuant to his employment agreement, the terms of which are described below under "Potential Payments Upon Termination or Change of Control."
John McCabe.   We entered into an executive employment agreement with Mr. McCabe in May 2015, as last amended on June 20, 2018. Pursuant to his executive employment agreement, Mr. McCabe receives an annual base salary, which is subject to increase by the Board, and is eligible for an annual bonus that targets 40% of his annualized base salary based upon an assessment of Mr. McCabe's performance and the attainment of targeted goals established by the Board. The assessment of Mr. McCabe's performance and the achievement of goals is determined at the sole discretion of the Board. In connection with our corporate restructuring and strategic assessment we entered into an amendment to Mr. McCabe’s executive employment agreement. Pursuant to the amendment, Mr. McCabe will be entitled to receive a lump sum cash bonus payment equal to $200,000 following a change in control event (as defined in the amendment). Mr. McCabe is also entitled to receive full payment of his performance bonus for the fiscal year 2018, within 30 days of a change in control event, or no later than March 15, 2019, provided Mr. McCabe is an employee in good standing at the time of payment. This bonus was paid on March 15, 2019. The amendment also provides that Mr. McCabe’s previously issued stock option grants, totaling 323,753 options, will be exercisable for a period of one year after termination of his employment (other than termination for cause). In the event that he is terminated without cause or resigns for good reason, Mr. McCabe is entitled to certain additional severance and change of control benefits pursuant to his employment agreement, the terms of which are described below under "Potential Payments Upon Termination or Change of Control."
Thomas Wessel, M.D., Ph.D.     We entered into an offer letter with Dr. Wessel in December 2014, which was amended in May 2015 and in January 2018. Pursuant to his offer letter, Dr. Wessel was required to devote 80% of his business time to the Company. Dr. Wessel received an annual base salary, which was subject to increase by the Board of Directors and was eligible for an annual bonus that targeted 45% of his annualized base salary based upon an assessment of Dr. Wessel's performance and the attainment of targeted goals established by the Board of Directors. The assessment of Dr. Wessel's performance and the achievement of goals was determined at the sole discretion of the Board of Directors. In June 2018, in connection with our corporate restructuring agreement and strategic assessment, Dr. Wessel's position


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was eliminated. Effective June 26, 2018, we entered into a separation agreement with Dr. Wessel under which Dr. Wessel was paid a lump sum amount of $257,250, which represented nine months of Dr. Wessel's annualized base salary and we also agreed to pay, for up to nine months, that portion of the COBRA monthly premiums that we paid prior to his termination. In conjunction with the separation agreement, we also entered into an advisory agreement with Dr. Wessel. Under the terms of the advisory agreement, Dr. Wessel received an hourly fee for advisory services provided to the Company and his previously granted stock options continued to vest while he provided continuous service to the Company as an advisor. The advisory agreement also provided that Dr. Wessel’s previously vested stock option grants, totaling 227,633 options, will be exercisable for a period of one year after any termination of the advisory agreement. The advisory agreement terminated on December 30, 2018.
Potential Payments Upon Termination or Change of Control
Regardless of the manner in which a named executive officer’s service terminates, the named executive officer is entitled to receive amounts earned during their term of service, including salary and unused vacation pay.
Under Dr. McVicar's executive employment agreement, as amended, in the event that he is terminated without cause or resigns for good reason prior to a change in control (each as defined in his employment agreement), Dr. McVicar will be entitled to severance in the form of salary continuation for 12 months at his then-current base salary and we will pay, for up to 12 months, that portion of the COBRA monthly premiums that we paid prior to such termination. In the event that he is terminated without cause or resigns for good reason during the period beginning 30 days prior to and ending 12 months following a change in control, then 100% of the shares of common stock subject to Dr. McVicar's stock options shall automatically vest.
Under Mr. McCabe's executive employment agreement, as amended, in the event that he is terminated without cause or resigns for good reason prior to a change in control (each as defined in his employment agreement), Mr. McCabe will be entitled to severance in the form of salary continuation for twelve months at his then-current base salary and we will pay, for up to 12 months, that portion of the COBRA monthly premiums that we paid prior to such termination. In the event that he is terminated without cause or resigns for good reason during the period beginning 30 days prior to and ending 12 months following a change in control, then 100% of the shares of common stock subject to Mr. McCabe's stock options shall automatically vest.
The amounts paid to Dr. Wessel’s pursuant to his separation agreement with us are discussed above under the section “Agreements with Our Named Executive Officers.”
Outstanding Equity Awards at December 31, 2018
The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers as of December 31, 2018.


8.



   
Option Awards(1)
 
NameGrant Date 
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
 
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
 
Option
Exercise
Price Per
Share
 
Option
Expiration
Date
 
William McVicar, Ph.D.
5/26/2017(3)
 83,333 116,667 $3.37 5/26/2027 
7/26/2017(4)
 17,708 32,292 $4.08 7/26/2027 
1/17/2018(5)
 57,291 192,709 $3.98 1/17/2028 
6/14/2018(6)
 44,962 314,734 $1.35 6/14/2028 
John McCabe
5/19/2014(7)
 87,565 — $0.77 5/19/2024 
11/14/2014(8)
 29,188 — $5.44 11/14/2024 
1/21/2016(8)
 29,166 10,834 $9.59 1/21/2026 
1/18/2017(6)
 32,104 34,896 $4.58 1/18/2027 
1/17/2018(5)
 22,916 77,084 $3.98 1/17/2028 
6/14/2018(6)
 22,481 157,367 $1.35 6/14/2028 
Thomas Wessel, M.D., Ph.D.1/7/2015 163,136 
__(2)
 $10.79 1/7/2025 
1/21/2016 37,916 
__(2)
 $9.59 1/21/2026 
1/18/2017 40,729 
__(2)
 $4.58 1/18/2027 
1/17/2018 22,916 
__(2)
 $3.98 1/17/2028 
(1)Except as otherwise indicated, each option award becomes exercisable as it becomes vested and all vesting is subject to the executive's continuous service with us through the vesting dates. The unexercisable options are subject to vesting acceleration as described above under “Potential Payments Upon Termination or Change of Control.”

(2)In connection with the termination of his advisor agreement, Dr. Wessel's unexercisable options were cancelled on December 30, 2018. Dr. Wessel has 12 months from December 30, 2018 to exercise his vested options.

(3)
The option vested with respect to 1/4th of the total number of shares on April 5, 2018, with the remaining shares vesting in approximately equal monthly installments thereafter over the next three years.

(4)
The option vests at the rate of 1/48th of the total number of shares vesting monthly over four years measured from July 3, 2017.

(5)
The option vests at the rate of 1/48th of the total number of shares vesting monthly over four years measured from January 18, 2018.

(6)
The option vests at the rate of 1/48th of the total number of shares vesting monthly over four years measured from the grant date.

(7)
The option vests with respect to 1/4th of the total number of shares one year after May 12, 2014, and with respect to the remaining shares in approximately equal monthly installments thereafter over the next three years.

(8)
The option vests with respect to 1/4th of the total number of shares one year after the grant date, and with respect to the remaining shares in approximately equal monthly installments thereafter over the next three years.

401(k) Plan
We maintain a tax-qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain U.S. Internal Revenue Code of 1986, as amended, or the Code, limits, which are updated annually. In 2018, we made matching contributions of 100% of the first 4% of the eligible compensation that an employee contributed to the 401(k) Plan, up to the maximum amount allowed by the Code. Pre-tax contributions by employees and any employer contributions that we make to the 401(k) Plan and the income earned on those contributions are generally not taxable to employees until withdrawn. Employee


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contributions are allocated to each participant's individual account and are then invested in selected investment alternatives according to the participants' directions. Employees are immediately and fully vested in their own contributions. The employer match vests over four years; provided, however, that in the case of a change in control, the employer match will vest in full. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not taxable to the employees until withdrawn or distributed from the 401(k) plan.
Compensation Recoupment or Clawback Policy
We have adopted a compensation recoupment or clawback policy providing that, if the Board determines that an executive officer knowingly engaged in fraud, dishonesty or gross negligence that resulted in an incorrect determination that an incentive compensation performance goal had been achieved, the Board may take appropriate action to recover from such executive officer any compensation that resulted from such determination. The Board may require reimbursement for any bonus, equity or incentive compensation awarded to an executive officer who engaged in such misconduct to the extent it was based on such incorrect determination.
Non-QualifiedNonqualified Deferred Compensation
None of our named executive officers participateparticipates in or havehas account balances in non-qualifiednonqualified defined contribution plans or other non-qualifiednonqualified deferred compensation plans maintained by us. TheOur Board may elect to provide our officers and other employees with non-qualifiednonqualified defined contributionscontribution or other non-qualifiednonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.
Director CompensationOutstanding Equity Awards at fiscal year end
OurThe following table presents certain information concerning equity awards held by our named executive officers as of December 31, 2023:

Option AwardsStock Awards
NameNumber of
securities
underlying
unexercised
options
exercisable		Number of
securities
underlying
unexercised
options
unexercisable		Option
exercise
Price		Option
expiration
date		Number of shares or units of stock that have not vested (3)Market value of shares or units of stock that have not vested (4)
David J. Arthur1,2000(1)$2009/10/2029
2,250150(1)$15.253/22/2030
11,6021,981(2)$33.007/13/2030
8,2502,750(2)$18.5012/1/2030
9,58310,417(2)$12.001/19/2032
20,00013,000
Mark J. Rosenblum7600(1)$2009/10/2029
1,12575(1)$15.253/22/2030
1,706292(2)$33.007/13/2030
2,4002,400(2)$18.5012/1/2030
3,8334,167(2)$12.001/19/2032
8,0005,200

(1)Represents options of which 25% will become exercisable on the one-year anniversary with the remainder becoming exercisable in equal 1/12th installments on the last day of each calendar quarter thereafter.
(2)Represents options of which 25% will become exercisable on the one-year anniversary with the remainder becoming exercisable in equal 1/36th installments on the last day of each calendar month thereafter.
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(3)25% of the shares of restricted stock vested on January 2, 2024 and 1/36 of the remaining shares of restricted stock will vest on monthly anniversaries thereafter
(4)The market value of unvested stock awards is based on the closing market price of our common stock on December 31, 2023 of $0.65

Employment and Separation Agreements
Below are descriptions of the employment or separation agreements with our named executive officers. Furthermore, each of our executive officers has executed a form of our standard proprietary information and inventions assignment agreement.
David J. Arthur
Separation Agreement
On February 20, 2024 (the “Separation Date”), we entered into a separation and release agreement (the “Separation Agreement”) with David J. Arthur, our President and Chief Executive Officer, which provides for Mr. Arthur’s separation of employment, effective as of the Separation Date. Under the Separation Agreement, we paid Mr. Arthur a lump-sum payment equal to the amounts owed to him pursuant to Section 5(c)(ii) of that certain Amended and Restated Employment Agreement. Under the terms of the Separation Agreement, Mr. Arthur has elected to receive such amounts in a lump sum.
Mr. Arthur will remain as our principal executive officer and provide services to the us in such capacity pursuant to a Consulting Agreement, dated February 20, 2024 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Arthur is required to devote at least one-fourth (1/4) of his time on a weekly basis (on average 10 or more hours/week) to performing the services set forth in the Consulting Agreement. In exchange for Mr. Arthur’s services as set forth in the Consulting Agreement, Mr. Arthur will receive $10,417 per month. The term of the Consulting Agreement expires on February 20, 2025, unless earlier terminated by either party in accordance with the terms of the Consulting Agreement.
In addition, on the Separation Date, we entered into a Notice of Stock Option Amendment with Mr. Arthur (the “Notice of Stock Option Amendment), pursuant to which the Board has adoptedamended the stock options to purchase shares of common stock granted to Mr. Arthur on September 10, 2019, March 23, 2020, July 14, 2020, December 2, 2020 and January 20, 2022 pursuant to the Company’s 2015 Equity Incentive Plan (the “Plan”) to extend the post-termination exercise period from 90 days to 18 months upon the termination of Mr. Arthur’s “Continuous Service” (as defined in the Plan) for any reason other than for “Cause” (as defined in the Plan), but not beyond the term of the applicable stock option, and subject to earlier termination (such as in connection with a compensation policy that“Corporate Transaction” (as defined in the Plan) as provided under the Plan.
Mr. Arthur also entered into an updated indemnification agreement with the Company (the “Indemnification Agreement”) to reflect his change in status from an employee of the Company to a consultant.
Mark J. Rosenblum
On April 24, 2020, we entered into an Executive Employment Agreement with Mark J. Rosenblum, its Executive Vice President of Finance and Chief Financial Officer (the “Rosenblum Agreement”). Under the Rosenblum Agreement, Mr. Rosenblum was originally entitled to an annual base salary of $265,000. Mr. Rosenblum is also eligible to participate in, subject to applicable toeligibility requirements, all of our non-employee directors. benefits plans and fringe benefits and programs that may be provided to our executives from time to time.. In December 2021 Mr. Rosenblum’s base salary was increased to $300,000, which increase became effective January 1, 2022. In November 2022 Mr. Rosenblum’s base salary was increased to $330,000, which increase became effective January 1, 2023.On February 20, 2024, we entered into an amendment to the Rosenblum Agreement to provide Mr. Rosenblum with the option to
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receive any severance that may be owed to him pursuant to Section 5(c)(i) thereof in equal installments over a period of time or in a lump-sum amount.
Clawback Policy
We do nothave a compensation recoupment, or clawback, policy, which we adopted to comply with Nasdaq listing standards implementing Exchange Act Rule 10D-1. The clawback policy includes mandatory recoupment of excess incentive-based compensation received by a covered executive (including the Named Executive Officers) on or after October 2, 2023 in the event of a restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under federal securities laws, as required by Exchange Act Rule 10D-1.
Additional Narrative Disclosure: Termination-Based Compensation
The Rosenblum Agreement provides that, so long as Mr. Rosenblum executes a release and settlement agreement with the Company, and subject to applicable withholdings, he would be entitled to receive a cash severance and an amount for premium payments under COBRA. Under the Rosenblum Agreement, the cash severance is equal to 9 months and if Mr. Rosenblum elects continuation coverage under COBRA or state law equivalent or enrollment in an individual marketplace, we will pay additional compensationhim an amount equal to directors whothe 9 months’ worth of total premium payments (or until the date the executive secures reasonably comparable coverage with another employer, if sooner). These payments to Mr. Rosenblum are also our employeesrequired to be made upon the following termination events:
•In the event we or a successor entity terminates the executive’s employment for service on the Board. The compensation policy provides that each such non-employee director,any reason other than a termination for Cause, or in connection with death, a permanent disability, or our dissolution; and
•In the event that, within the 18-month period following a Change in Control of the Company or a successor entity terminates the executive’s employment for any non-employee director who disclaimsreason other than a termination for Cause or in connection with death, a permanent disability, or the Company’s dissolution, or if the executive terminates his employment for Good Reason.
The following definitions have been adopted in the Rosenblum Agreement:
“for Cause” shall be determined by the board of managers by a majority vote (not including such compensation, will receiveemployee with respect to an event related to him) and shall mean:
•any material breach, which is not cured within 30 days after written notice thereof, of the terms of Rosenblum Agreement by the executive, or the failure of the executive to diligently and properly perform his duties, or the executive’s failure to achieve the objectives specified by the board of managers;
•the executive’s misappropriation or unauthorized use of the tangible or intangible property of the Company, or any other similar agreement regarding confidentiality, intellectual property rights, non-competition or non-solicitation;
•any material failure to comply with company policies or any other policies and/or directives of the board of managers, which failure is not cured within 30 days after written notice thereof, provided that no cure period is available for a failure to comply with policies related to harassment, unlawful discrimination, retaliation or workplace violence;
•the executive’s use of illegal drugs or any illegal substance, or alcohol in any manner that materially interferes with the performance of his duties under the Rosenblum Agreement;
•any dishonest or illegal action (including, without limitation, embezzlement) or any other action by the executive which is materially detrimental to the interest and well-being of the Company, including, without limitation, harm to its reputation;
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•the executive’s failure to fully disclose to us any material conflict of interest he may have in a transaction between the Company and any third party which is materially detrimental to the interest and well-being of the Company; or
•any adverse action or omission by the executive which would be required to be disclosed pursuant to public securities laws or which would limit the ability of us or our affiliates to sell securities under any Federal or state law or which would disqualify us or our affiliates from any exemption otherwise available to it.
“Good Reason” means the occurrence of any of the following compensation actions taken by us without the executive’s consent, but only if (a) the executive informs us within 90 days of its occurrence that an event constituting Good Reason has occurred (b) we fail to cure the event within 90 days of such notice, and (c) the executive terminates his employment within 6 months of the initial occurrence:
•for service ona period of twelve months immediately following a Change of Control, or the “Post-COC Period”, his salary, bonus or equity are reduced or diminished, or his duties and responsibilities or position are reduced or diminished to less than an executive “C” level position;
•any time after the Post-COC Period, the executive’s salary, bonus or equity are reduced or diminished, or his duties and responsibilities or position are reduced when compared to his duties and responsibilities immediately prior to Change of Control;
•we materially breach our Board:obligations under the applicable Rosenblum Agreement; or
an annual cash retainer•the executive is required to relocate by more than 50 miles outside the extraterritorial jurisdiction of $40,000;Houston, Texas.

an additional cash retainer of $50,000“Change in Control” means (i) a financing transaction or any transaction designed to raise money for our continuing operations or any sale, exchange, transfer, or issuance, or related series of sales, exchanges, transfers, or issuances, of our equity units by us or any holder thereof, in which the holders of our equity units immediately prior to such transaction or event no longer hold beneficial ownership of at least fifty percent (50%) of our outstanding equity units immediately after any such transaction or event; or (ii) a significant transaction involving the out-licensing of our lead independent director;clinical asset, a sale of substantially all of our assets, or our liquidation or dissolution.

Equity Compensation Plan Information
an additional annual cash retainerThe following table summarizes our equity compensation plan information as of $7,500 for service as a member of the Audit Committee or $15,000 for service as chair of the Audit Committee;December 31, 2023:

an additional annual cash retainer of $5,000 for service as a member of the Compensation Committee or $10,000 for service as chair of the Compensation Committee;

an additional annual cash retainer of $3,500 for service as a member of the Nominating and Corporate Governance Committee or $7,500 for service as chair of the Nominating and Corporate Governance Committee;


Plan Category(a) Number of Securities to be Issued Upon Exercise of Outstanding Options and Restricted Stock Units(b) Weighted Average Exercise Price of Outstanding Equity Stock Options(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
Equity compensation plans approved by stockholders(1)90,354$23.78213,343

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10.




Equity compensation plans not approved by stockholders———
Total90,35423.78213,343
upon first joining
(1) Represents options outstanding that were issued or remain available under the Board, an initial grant2015 Equity Incentive Plan and the 2015 Employee Stock Purchase Plan. The number of an option to purchase 20,000 shares of our common stock vesting monthly overauthorized under the 2015 Equity Incentive Plan automatically increase on January 1st of each year, for a period of threenot more than ten years, measured fromcommencing on January 1, 2016 and ending on (and including) January 1, 2025, in an amount equal to 4% of the datetotal number of such grant (or such other date asshares of capital stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board shallmay act prior to January 1st of a given year to provide that there will be no January 1st increase in the share reserve under the 2015 Equity Incentive Plan for such year or that the increase in the share reserve for such year will be a lesser number of shares of common stock than would otherwise determine); and

for each non-employee director whose term continues onoccur pursuant to the datepreceding sentence. The number of our annual meeting each year, an annual grant of an option to purchase 10,000 to 12,000 shares of our common stock vestingauthorized under the 2015 Employee Stock Purchase Plan automatically increases on January 1st of each year for up to 10 years, in monthly installments over onean amount equal to the lesser of (i) 2% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year, followingand (ii) 75,000 shares of Common Stock. Notwithstanding the grant date.

In the fourth quarter of 2018,foregoing, the Board suspendedmay act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve under the 2015 Employee Stock Purchase Plan for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of common stock than would otherwise occur.
2023 Director Compensation
The following table sets forth the compensation policy and related payments to theour non-employee directors and committee members as a means to preserve cashthat was paid or accrued by us in advance of the pending merger with Salarius. Therefore, no payments were made to the Board for services in the fourth quarter of 2018. The Board reinstated payments2023 pursuant to the non-employee director compensation policy effective January 1, 2019described below.

Name(1)Fees Earned or Paid in Cash(2)Restricted Stock (3)Total
Tess Burleson$62,500$2,261$64,761
Arnold C. Hanish$65,000$2,261$67,261
Paul Lammers$74,500$2,261$76,761
Jonathan Lieber$51,500$2,261$53,761
Bruce J. McCreedy$43,000$2,261$45,261
William K. McVicar$80,000$2,261$82,261
(1) Mr. Arthur is not included in this table as he is our chief executive officer and received no extra compensation for services rendered in 2019.
Eachhis service as a director while he was an employee of the option grants describedCompany. The compensation received by Mr. Arthur in his capacity as our chief executive officer is set forth above will (i) vest in full upon a changethe Summary Compensation Table.
(2) The amounts listed in control (as defined under our 2015 Equity Incentive Plan)this column represent the retainer paid to each director for their service on the board and (ii) have a 10 year term.any committees on which they served during 2023.
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(3) We estimated the grant date fair value of restricted stock in according to FASB ASC Topic 718.
Compensation Arrangements
Our Compensation Committeenon-employee director compensation is responsible for reviewing thecomprised of cash compensation of our non-employee directors and making recommendations to our Board about any changes to suchequity compensation.
We also Further, we reimburse all of our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of theour Board of Directors and committees of the Board.
Generally, our Board believes that the level of Directors.director compensation should be based on time spent carrying out Board and committee responsibilities and be competitive with comparable companies. In addition, the Board believes that a significant portion of director compensation should align director interests with the long-term interests of stockholders. The Board makes changes in its director compensation practices only upon the recommendation of the Compensation Committee, and discussion and approval by the Board.
Our Board, following the Compensation Committee’s recommendation, has approved the compensation of our non-employee directors, as described below. The compensation of our non-employee directors remains the same as it was in 2023. The Compensation Committee believes that our non-employee director compensation remains aligned with director compensation practices at our peer companies while considering the ongoing cash constraints of the Company.
Cash Compensation
For 2023,our non-employee director cash compensation policy provides that non-employee directors receive a $40,000 annual retainer, with an additional $20,000 annual retainer for our former lead independent director, an additional $40,000 annual retainer for the chair of the Board, and the following additional retainers for committee services:

Committee
Chair
2023
Member
2023
Compensation Committee$13,500$5,000
Nominating and Corporate
Governance Committee		$10,000$4,000
Audit Committee$20,000$7,500
On February 20, 2024, the Board approved a reduction in cash compensation payable to its non-employee directors. Effective as of April 1, 2024, non-employee directors receive an annual cash retainer of $30,000 (previously $40,000) for their Board service. In addition, the Chair of the Board receives an additional annual cash retainer of $20,000 (previously $40,000), the Chair of the Audit Committee of the Board receives an additional annual cash retainer of $10,000 (previously $20,000), and members of the Audit Committee will receive an additional annual cash retainer of $3,500 (previously $7,500). No additional cash retainers will be paid for serving as a Chair or member of the Compensation Committee of the Board or the Governance and Nominating Committee of the Board. Mr. Arthur is eligible to receive compensation as a non-employee member of the Board.

Outstanding Equity Awards
The following table sets forth in summary formprovides information concerningregarding the compensation that was earned or paid during fiscal year endedaggregate number of shares subject to outstanding stock options held by non-employee directors as of December 31, 2018 to each of our non-employee directors. Directors who are also our employees receive no additional compensation for their service as directors and are not set forth in the table below. The compensation for Dr. McVicar as a named executive officer is set forth above under “Summary Compensation Table.2023:


Name
Number of Shares Subject
to Outstanding Stock Options
Number of Restricted Shares of Common Stock
17
NameFees Earned or Paid in Cash 
Option
Awards(2)
 All Other Compensation Total
Jeffrey Capello (1)
$23,874
 $—
 $—
 $23,874
Peter Barton Hutt$41,765
 $5,593
(3) 
  $47,358
Marc Kozin$35,625
 $5,593
(3) 
  $41,218
Roderick MacKinnon, M.D. (1)
$22,500
 $—
 $19,634
(4) 
$42,134
Robert Perez (1)
$3,875
 $—
   $3,875
Stuart Randle$77,625
 $5,593
(3) 
  $83,218
Michelle Stacy$40,474
 $5,593
(3) 
  $46,067
Roger Tung$31,721
 $5,593
(3) 
  $37,314
Christoph Westphal, M.D., Ph.D. (1)
$7,333
 $—
 $8,276
(5) 
$15,609
(1)Mr. Perez, Dr. Westphal and Dr. MacKinnon resigned from the Board effective January 31, 2018, March 7, 2018 and July 23, 2018, respectively. Mr. Capello retired from our Board at the 2018 annual meeting of stockholders.

(2)This column reflects the aggregate grant date fair value of the option awards granted during the fiscal year computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 13 to our consolidated financial statements included in the Original Report. As of December 31, 2018:
Mr. Hutt held stock options to purchase 77,026 shares of common stock in the aggregate;
Mr. Kozin held stock options to purchase 77,026 shares of common stock in the aggregate;
Mr. Randle held stock options to purchase 77,026 shares of common stock in the aggregate;
Ms. Stacy held stock options to purchase 52,000 shares of common stock in the aggregate; and


11.




Dr. Tung held stock options to purchase 39,340 shares of common stock in the aggregate.
(3)Represents the grant date fair value associated with an option to purchase 10,000 shares of our common stock at an exercise price of $0.82 per share.
(4)Represents the following amounts earned by Dr. MacKinnon during 2018: (i) $16,875 for his services as Co-Chair of our scientific advisory board pursuant to a scientific advisory board agreement and (ii) $2,759 for royalty payments on certain revenues.
(5)Represents amounts earned by Dr. Westphal for royalty payments on certain revenues.



Tess Burleson2,7601,440
Arnold C. Hanish2,7601,440
Paul Lammers2,7601,440
Jonathan Lieber2,7601,440
Bruce J. McCreedy2,7601,440
William K. McVicar2,7601,440

18
12.




Item 12. Security Ownership ofCertain Beneficial Owners and Management and Related Stockholder Matters
SecurityStock Ownership
Stock Ownership of Certain Beneficial OwnersDirectors, Officers and ManagementPrincipal Stockholders
The following table sets forth information regarding beneficial ownership of our common stock as of April 1, 201911, 2024 regarding the number of shares of common stock and the percentage of common stock, beneficially owned by:
•each person, or group of affiliated persons, known by us to beneficially own more than 5% of Flex Pharma'sour common stock;
•each of our directors;
•each of our named executive officers; and
•all of our namedcurrent executive officers and directors as a group.
Information with respect to beneficialThe percentage ownership has been furnished by each director, officer or beneficial owneris based on 4,314,433 shares of more than 5% of our common stock.stock outstanding on April 11, 2024. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of our common stock issuable pursuant to the exercise of stock options or warrants or other securities that are either immediately exercisable or exercisable on or before May 31, 2019, which isvest within 60 days afterof April 1, 2019.11, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding those options, warrants, or warrantssecurities for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.
Percentage of beneficial ownership is based on 18,069,476 shares of common stock outstanding as of April 1, 2019. Except as otherwise noted below, the address for each person or entity listed in the table is c/o Flex Pharma,Salarius Pharmaceuticals, Inc., 31 St. James Avenue, 6th Floor, Boston, MA 02116.2450 Holcombe Blvd., Suite X, Houston, TX 77021.


Beneficial Owner
Aggregate
Number of
Shares Beneficially
Owned
 
Percent of
Shares Beneficially
Owned
 
      
5% or Greater Stockholders
Armistice Capital, LLC (1)427,3509.9%
Named Executive Officers and Directors:
David J. Arthur (2) 87,130 2.0%
Mark J. Rosenblum (3) 33,191  *
Tess Burleson(4) 5,656 * 
Arnold C. Hanish(5) 6,228  *
Jonathan Lieber(6) 5,460 * 
Paul Lammers(7) 4,478 * 
Bruce J. McCreedy(8) 4,548 * 
William K McVicar(9) 5,958  *
All current directors and executive officers
   as a group (8 persons) (10)
 152,649  3.5%
 Name of beneficial ownerNumber of shares beneficially owned Percentage of shares beneficially owned
 
5% or greater stockholders   
Renaissance Technologies, LLC1,027,971
 5.69%
Directors and named executive officers   
Peter Barton Hutt(1)
87,867
 *
Marc Kozin(2)
80,692
 *
John McCabe(3)
265,366
 1.45%
William McVicar(4)
292,845
 1.59%
Stuart Randle(5)
76,192
 *
Michelle Stacy(6)
53,751
 *
Roger Tung(7)
34,343
 *
Thomas Wessel, M.D., Ph.D.(8)
284,697
 1.56%
  All directors and named executive officers as a group (total of 8 persons)(9)
1,175,753
 6.14%

* Represents beneficial ownership of less than one percent.1%.

19


(1)Includes 11,675 shares of common stock and 76,192 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 1, 2019.
(2)Includes 4,500 shares of common stock and 76,192 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 1, 2019.
(3)Includes 1,650 shares of common stock and 263,716 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 1, 2019.
(4)Represents shares of common stock issuable upon the exercise of options exercisable within 60 days of April 1, 2019.
(5)Represents shares of common stock issuable upon the exercise of options exercisable within 60 days of April 1, 2019.
(6)Includes 2,585 shares of common stock and 51,166 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 1, 2019.
(7)Includes 5,837 shares of common stock and 28,506 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 1, 2019.
(8)Includes 57,064 shares of common stock and 227,633 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 1, 2019.
(9)Includes (a) 83,311 shares held by all Flex Pharma named executive officers and current directors as a group and (b) 1,092,442 shares that all named executive officers and current directors as a group have the right to acquire from Flex Pharma within 60 days of April 1, 2019 pursuant to the exercise of stock options.
Equity Compensation Plan Information
(1)This information has been obtained from a Schedule 13G filed on February 14, 2024 by Armistice Capital, LLC (“Armistice Capital”). Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd. (the “Master Fund”), the direct holder of the shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Company held by the Master Fund and thus may be deemed to beneficially own the securities of the Company held by the Master Fund. Mr. Steven Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The followingMaster Fund specifically disclaims beneficial ownership of the securities of the Company directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. The principal business address for Armistice Capital, LLC is 510 Madison Avenue, 7th Floor, New York, New York 10022, United States of America. The principal business address for Mr. Boyd is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, New York 10022, United States of America. The amounts in the table provides information as of December 31, 2018, with respectexcluded pre-funded warrants, Series A-1 warrants and Series A-2 warrants to sharespurchase share of our common stock that may be issued under our existing equity compensation plans:
  (a) (b) (c)
Plan Category 
Number of
securities to be
issued upon exercise of outstanding
options, warrants
and rights
 
Weighted-average
exercise price of
outstanding options, warrants and rights
 
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
Equity compensation plans approved by shareholders:
      
2014 Equity Incentive Plan 
462,416(1)
 $4.96 —
2015 Equity Incentive Plan(2)
 
1,858,565(1)
 $3.89 1,740,416
2015 Employee Stock Purchase Plan(3)
 — $— 713,996
Equity compensation plans not approved by shareholders:      
None — $— —

(1) All shares issuable uponheld by entities affiliated with Armistice Capital because such warrants prohibits the investor from exercising the warrants to the extent such exercise of options.

(2) In accordancewould cause such investor, together with the terms of the 2015 Equity Incentive Plan, on January 1, 2019, the maximum aggregateits affiliates and attribution parties, to beneficially own a number of shares of our common stock that may be issued under the plan was automatically increased by 722,779 shares,which would exceed 9.99% of our then outstanding common stock following such that immediately after such increase the number of shares remaining available for future issuance under the plan was 2,463,195.exercise.
(3) In accordance with the terms of the 2015 Employee Stock Purchase Plan, on January 1, 2019, the maximum aggregate number of(2)Represents (i) 49,135 shares of ourcommon stock, (ii) 37,908 shares of common stock subject to options that are exercisable within 60 days of April 12, 2024 and (iii) 87 warrants to purchase shares of common stock.
(3)Represents (i) 21,851 shares of common stock and (ii) 11,340 shares of common stock subject to options that are exercisable within 60 days of April 12, 2024.
(4)Includes (i) 2,722 shares of common stock, (ii) 2,760 shares of common stock subject to options that are exercisable within 60 days of April 12, 2024, and (iii) 174 warrants to purchase shares of common stock.
(5)Includes (i) 3,294 shares of common stock, (ii) 2,760 shares of common stock subject to options that are exercisable within 60 days of April 12, 2024, and (iii) 174 warrants to purchase shares common stock.
(6)Includes (i) 2,940 shares of common stock, (ii) 2,520 shares of common stock subject to options that are exercisable within 60 days of April 12, 2024.
(7)Includes (i) 1,718 shares of common stock and (ii) 2,760 shares of common stock subject to options that are exercisable within 60 days of April 12, 2024.
(8)Includes (i) 1,440 shares of common stock, (ii) 2,760 shares of common stock subject to options that are exercisable within 60 days of April 12, 2024, and (iii) 348 warrants to purchase shares of common stock.
(9)Includes (i) 2,850 shares of common stock, (ii) 2,760 shares of common stock subject to options that are exercisable within 60 days of April 12, 2024, and (iii) 348 warrants to purchase shares of common stock.
(10)Includes (i) 85,950 shares of common stock, (ii) 65,568 shares of common stock subject to options that are exercisable within 60 days of April 12, 2024, and (iii) 1,131 warrants to purchase shares of common stock that may be issued under the plan was automatically increasedare held by 180,694 shares, such that immediately after such increase the number of shares remaining available for future issuance under the plan was 894,690.

our executive officers and directors as a group.

Item 13. Certain Relationships and Related Transactions, and Director Independence
Policies and Procedures Regarding Transactions with Related Persons
WeThe following includes a summary of transactions since January 1, 2022 to which we have adoptedbeen a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of "related-person transactions." For purposes of our policy only, a "related-person transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)party, in which we and any "related person" are participants involving anthe amount thatinvolved in the transaction exceeded or will exceed the lesser of (i) $120,000 or (ii) 1%one percent of the average of our total assets at year-end for the last two completed fiscal years,. A “related person” is and in which any of our directors, executive officer, directorofficers or, a holderto our knowledge, beneficial owners of more than 5% of our commoncapital stock includingor any member of the immediate family of any of their immediate family membersthe foregoing persons had or will have a direct or indirect material interest, other than equity and any entity owned or controlled by such persons.other
Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to the Audit Committee (or, where review by the Audit Committee would be inappropriate, to another independent body
20

compensation, termination, change of the Board) for review. The presentation must include a description of, amongcontrol, and other things, the material facts, the direct and indirect interests of the related persons, the benefits of the transaction to us and whether any alternative transactionsarrangements, which are available. To identify related-person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related-person transactions, the Audit Committee or other independent body of the Board takes into account the relevant available facts and circumstances including, but not limited to:described under “Executive Compensation.”
the risks, costs and benefits to us;DeuteRX Transaction
the impact on a director's independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;
the terms of the transaction;
the availability of other sources for comparable services or products; and
the terms available to or from, as the case may be, unrelated third-parties or to or from our employees generally.
In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval.
Certain Related-Person Transactions
Other than listed below, there were no related party transactions sinceOn January 1, 2017 with our executive officers, directors and beneficial owners of 5% or more of our securities.
Royalty Agreement
In connection with the transfer of certain intellectual property to us by our scientific founders, on March 20, 2014,12, 2022, we entered into an Acquisition and Strategic Collaboration Agreement (the “ASCA”), with DeuteRx, LLC, a royalty agreement withDelaware limited liability company (the “DeuteRx”), pursuant to which DeuteRx agreed to sell, and we agreed to purchase certain assets of DeuteRx, including the founders, who included Drs. Westphaldevelopment product previously referred to as DRX-164 (collectively, the “Purchased Assets”). Dr. McVicar, a member of our Board, serves as a consultant to DeuteRx and MacKinnon. Pursuant tois employed by an affiliate of DeuteRx.
The Purchased Assets were purchased for an aggregate purchase price of $1,500,000 and the royalty agreement we are obligateddelivery of 40,000 shares of our common stock. We also agreed to pay to DeuteRx (i) milestone payments upon the founders aoccurrence of certain events and (ii) royalty of 2%, in the aggregate, of gross sales of any product sold by us or by any of our licensees for use in the treatment of any neuromuscular disorder, and that uses, incorporates or embodies, or is made using any of our intellectual property, including any know-how. The royalty agreement grants the founders certain audit rights and requires any license or sublicense granted by us be consistent with the terms and conditions of the royalty agreement. Each founder may assign his rights and obligations under the royalty agreement to a third-party upon prior written notice to us. We may not assign our rights and obligations thereunder except in the event of a change in control relating to our company. The term of the royalty agreement is perpetual. During the fiscal year ended December 31, 2018, Drs. Westphal and MacKinnon earned $8,276 and $2,759, respectively, pursuant to the royalty agreement. During the fiscal year ended December 31, 2017, Drs. Westphal and MacKinnon earned $12,633 and $4,211, respectively, pursuant to the royalty agreement.

15.




In January 2019, the founders entered into a royalty agreement with Flex Innovation Group, LLC, a wholly owned subsidiary of the Company, which replaces the royalty agreement described above related to the sale of over the counter, non-prescription and/or nutritional supplement products. Under the terms of the agreement, Flex Innovation Group, LLC is now the party obligated to pay the founder's a royalty on all over the counter, non-prescription and/or nutritional supplement products sold by Flex Innovation Group, LCC, that are marketed to stop, prevent, relieve or otherwise treat muscle cramps, muscle soreness, or aid in muscle recovery. The product must also include at least one ion channel activator, as defined in the agreement. The royalty is payable on sales, as defined, over 20 years with a 2% royalty for the first 10 years and a 1% royalty for the following 10 years.payments.
Indemnification of Officers and DirectorsAgreements
We have entered, into, and intend to continue to enter, into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our amendedCertificate of Incorporation and restated bylaws.Bylaws. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys'attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request. We believe that these bylawcharter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
OtherThe limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Policies and Procedures for Transactions with Related Persons
We entered into various employment-related agreementshave adopted a written Related Person Transactions Policy that sets forth our policies and compensatoryprocedures regarding the identification, review, consideration, and oversight of “related person transactions.” For purposes of our policy only, a “related person transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.
Transactions involving compensation for services provided to us as an employee, consultant, or director are not considered related person transactions under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of our voting securities (including our common stock), including any of their immediate family members and affiliates, including entities owned or controlled by such persons.
Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with knowledge of the proposed transaction, must present information regarding the proposed related person transaction to our Audit Committee (or, where review by our Audit
21

Committee would be inappropriate, to another independent body of our Board) for review. To identify related person transactions in advance, we rely on information supplied by our executive officers, and directors, that, among other things, provide for compensatory and certain severancesignificant stockholders. In considering related person transactions, our Audit Committee considers the relevant available facts and change of control benefits. Forcircumstances, which may include, but not limited to:
•the risks, costs, and benefits to us;
•the impact on a description of these agreements and arrangements, seedirector’s independence in the sections above in Item 11 - Executive Compensation titled “Agreements with Our Executive Officers,” “Potential Payments Upon Termination or Change in Control ” and “Director Compensation.”
Independence ofevent the Board of Directors
As required under the Nasdaq Listing Rules,related person is a majority of the members of a listed company's board of directors must qualify as "independent" as affirmatively determined by its board of directors. The Board of Directors consults with the Company's counsel to ensure that the Board of Directors' determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Our Board of Directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director, concerning his or her background, employment and affiliations, includingimmediate family relationships, our Board of Directors has determined that Mr. Hutt, Mr. Kozin, Mr. Randle, Ms. Stacy and Dr. Tung, representing five of our six directors, do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilitiesmember of a director and that each of these directorsor an entity with which a director is “independent” as that term is defined under affiliated;
•the applicable rules and regulationsterms of the SECtransaction;
•the availability of other sources for comparable services or products; and
•the listing requirements ofterms available to or from, as the Nasdaq Listing Rules. case may be, unrelated third parties.
Our Board of Directors has determinedAudit Committee will approve only those transactions that Dr. McVicar, by virtue of his position as our Chief Executive Officer, is not independent under applicable rules and regulations of the SEC and Nasdaq Listing Rules. In making this determination, our Board of Directors considered the current and prior relationships that each non-employee director has withit determines are fair to us and all other factsin our best interests.
Director Independence
See Item 10 "Directors, Executive Officers, and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.Corporate Governance" for additional information regarding director independence.

16.




Item 14. Principal AccountantAccounting Fees and Services
Independent Registered Public Ernst & Young LLP, or EY, was our independent registered public accounting firm for the years ended December 31, 2023 and December 31, 2022.
Accounting Firm Fees and Services
The following table summarizessets forth the total fees of Ernst & Young LLP, our independent registered public accounting firm, incurred forpaid to EY and its affiliates with respect to the years ended December 31, 20182023 and, December 31, 2017.2022:

 Year Ended December 31,
 2018 2017
Audit fees(1)
$279,608
 $379,575
Audit-related fees—
 —
Tax fees(2)
25,823
 34,710
All other fees(3)
1,960
 1,985
Total Fees$307,391
 $416,270
  Year Ended December 31,  Year Ended December 31,
  2023  2022
Audit fees (1) $235,000  $234,000
Audit-related fees(2)
Tax fees(3)
All other fees (4)  63,000  66,000
 $298,000  $300,000 


(1)Consist
(1)Consists of fees billed for professional services rendered for the audit of our annual financial statements and services provided in connection with our registration statements.
(2) Represents the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements that are not reported under “Audit Fees.”
(3)Consists of fees billed for tax compliance, tax advice, tax planning and tax return preparation.
(4)Consists of fees billed for professional services rendered for the audit of our annual financial statements and services provided in connection with our registration statements.
(2)Consist of fees billed for tax compliance, tax advice, tax planning and tax return preparation.
(3)Consist of fees billed for products and services, other than those described above under Audit fees and Tax fees.
All fees and services listed above were pre-approved by the Tax fees.
Audit Committee in accordance with the “Pre-Approval Policies and Procedures” described below.
Pre-Approval Policies and Procedures
TheOur Audit Committee has adoptedimplemented pre-approval policies and procedures relatingrelated to the approvalprovision of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance byservices. Under these procedures, the Audit Committee orpre-approves both the engagement is entered into pursuant to one of the pre-approval procedures described below.
From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided by Ernst & Young LLP and is also generally subjectthe estimated fees related to a maximum dollar amount.these services.
All
22

During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the registered public accountant. The services and fees must be deemed compatible with the maintenance of such accountants’ independence, including compliance with SEC rules and regulations.
Throughout the year, our Audit Committee reviews for any revisions to the estimates of audit and non-audit fees initially approved. The Audit Committee reviewed and pre-approved all audit services and allpermitted non-audit services in fiscal 2018 were pre-approved by our audit committee. Our audit committee has determined thatperformed during the provision of the non-audit services for which these fees were rendered is compatible with maintaining the independent auditor's independence.years ended December 31, 2023 and 2022.




PART IV
Item 15. Exhibits, and Financial Statement Schedules

(a)(1) Financial Statements

Included in Part II, Item 8 of the Original Report.

Exhibits

The exhibits listed below arefinancial statements filed as part of thisthe 2023 Annual Report on Form 10-K other than Exhibit 32.1,are listed on the Index to Consolidated Financial Statements on page 57 of the 2023 Annual Report on Form 10-K filed with the SEC on March 22, 2024.
(a)(2) Financial Statement Schedules
Schedules were omitted because of the absence of conditions under which shall be deemed furnished.they were required or because the required information was included in our Consolidated Financial Statements or Notes thereto contained in the 2023 Annual Report on Form 10-K.
(a)(3) Exhibits.
Exhibit NumberExhibit TitleFiled with this Form 10-KIncorporated by Reference
FormFile No.Date Filed
Incorporated by reference herein
NumberDescriptionFormDate Filed with SEC
2.1
3.1

Current Report on Form 8-K (File No. 001-36812)


January 4, 2019
3.1
Amended and Restated Certificate of Incorporation of the Registrant
8-KCurrent Report on Form 8-K (File No. 001-36812)001-36812 Exhibit 3.1February 9, 02/09/2015
3.28-K001-36812 Exhibit 3.107/22/2019
3.2
3.38-K001-36812 Exhibit 3.110/14/2022
3.48-KCurrent Report on Form 8-K (File No. 001-36812)001-36812 Exhibit 3.2February 9, 201507/22/2019
3.58-K001-36813 Exhibit 3.104/01/2022
23

4.1
S-1Registration Statement on Form S-1 (File No. 333-201276), as amended.333-201276 Exhibit 4.1January 13, 201512/29/2014
4.2
Registration Statement on Form S-1 (File No. 333-201276), as amended.December 29, 2014
10.1
+
Form of IndemnityCommon Stock Purchase Warrant
S-1/A333-235879 Exhibit 4.802/06/2020
4.38-K001-36812 Exhibit 4.102/12/2020
4.48-K/A001-36812 Exhibit 4.112/11/2020
4.58-K001-36812 Exhibit 4.107/01/2021
4. 68-K001-36812 Exhibit 4.105/16/2023
4.78-K001-36812 Exhibit 4.205/16/2023
4.88-K001-36812 Exhibit 4.305/16/2023
4.98-K001-36812 Exhibit 4.104/22/2022
4.1010-K001-36812 Exhibit 4.1103/18/2021
10.1+
Form of Indemnification Agreement by and between the Registrant and its directors and officers
8-KRegistration Statement on Form S-1 (File No. 333-201276), as amended.001-36812 Exhibit 10.1January 13, 201507/22/2019
10.2+8-K001-36812 Exhibit 10.402/23/2024
10.2
+10.3*
Flex Pharma, Inc. 2014 Equity Incentive Plan, as amended,Exclusive License Agreement, dated August 3, 2011, between the University of Utah Research Foundation and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunderSalarius Pharmaceuticals, LLC
S-4Registration Statement on Form S-1 (File No. 333-201276), as amended.333-229666 Exhibit 10.1December 29, 201402/14/2019
10.4*
Cancer Research Grant Contract, dated June 1, 2016, between the Cancer Prevention and Research Institute of Texas and Salarius Pharmaceuticals, LLC
S-4333-229666 Exhibit 10.302/14/2019
24

10.5+
Amended and Restated Executive Employment Agreement, dated February 5, 2019, between David J. Arthur and Salarius Pharmaceuticals, LLC
S-4333-229666 Exhibit 10.502/14/2019
10.3
+10.6+8-KRegistration Statement on Form S-1 (File No. 333-201276), as amended.001-36812 Exhibit 10.5January 13, 201509/16/2019
10.7+8-K001-36812 Exhibit 10.14/29/2020
10.4
+10.8+8-K001-36812 Exhibit 10.502/23/2024
10.9+8-K001-36812 Exhibit 10.102/23/2024
10.10+8-K001-36812 Exhibit 10.202/23/2024
10.11+10-KAnnual Report on Form 10-K (File No. 001-36812)001-36812 Exhibit 10.4March 24, 03/24/2015
10.12+8-K001-36812 Exhibit 10.302/23/2024
10.5
+10.13+8-KRegistration Statement on Form S-1 (File No. 333-201276), as amended.001-36812 Exhibit 10.1January 13, 201506/15/2023
10.148-K001-36812 Exhibit 1.102/05/2021
10.6
+10.158-KAnnual Report on Form 10-K (File No. 001-36812)001-36812 Exhibit 10.1March 8, 2017
10.7
+
Offer Letter, dated December 23, 2014, by and between the Registrant and Thomas Wessel
Annual Report on Form 10-K (File No. 001-36812)March 8, 2016
10.8
+
Amendment to Offer Letter, dated May 27, 2015, by and between the Registrant and Thomas Wessel
Annual Report on Form 10-K (File No. 001-36812)March 8, 2016
04/22/2022

18.25





10.168-K001-36812 Exhibit 10.105/16/2023
10.178-K001-36812 Exhibit 10.205/16/2023
Incorporated by reference herein
NumberDescriptionFormDate Filed with SEC
10.9
+21.1

Quarterly Report on Form 10-Q (File No. 001-36812)August 1, 2018
10.10
+
Advisor Agreement, dated June 26, 2018, by and between the Registrant and Thomas Wessel

Quarterly Report on Form 10-Q (File No. 001-36812)August 1, 2018
10.11
Royalty Agreement, dated March 20, 2014, by and between the Registrant, Bruce Bean, Donald MacKinnon, Roderick MacKinnon and Christoph Westphal
Registration Statement on Form S-1 (File No. 333-201276), as amended.December 29, 2014
10.12
Founders Agreement, dated February 25, 2014, by and among Bruce Bean, Donald MacKinnon, Roderick MacKinnon and Christoph Westphal, as adopted by the Registrant on February 27, 2014, as amended
Registration Statement on Form S-1 (File No. 333-201276), as amended.December 29, 2014
10.13
Technology Assignment Agreement, dated March 20, 2014, by and between the Registrant, Catalyst Research, LLC, Bruce Bean, Donald MacKinnon and Roderick MacKinnon
Registration Statement on Form S-1 (File No. 333-201276), as amended.December 29, 2014
10.14
Patent Assignment Agreement, dated March 20, 2014, by and between the Registrant, Bruce Bean, Donald MacKinnon and Roderick MacKinnon
Registration Statement on Form S-1 (File No. 333-201276), as amended.December 29, 2014
10.15
Lease Agreement, dated January 27, 2017, between the Registrant and BP Prucenter Acquisition LLC
Current Report on Form 8-K (File No. 001-36812), as amended.February 2, 2017
10.16
License Agreement, dated May 1, 2014, by and between the Registrant and ECLDS, LLC, as amended
Current Report on Form 10-Q (File No. 001-36812)August 3, 2016
10.17
+
Executive Employment Agreement, dated as of May 27, 2015, by and between the Registrant and John McCabe
Current Report on Form 8-K (File No. 001-36812)June 2, 2015
10.18
+
Amendment to Executive Employment Agreement dated December 14, 2016 between John McCabe and the Registrant
Current Report on Form 8-K (File No. 001-36812)December 15, 2016
10.19
+
Amendment to Executive Employment Agreement, effective as of June 20, 2018, by and between the Registrant and John McCabe

Quarterly Report on Form 10-Q (File No. 001-36812)August 1, 2018
10.20
+
Executive Employment Agreement, dated as of May 27, 2015, by and between the Registrant and Elizabeth Woo
Annual Report on Form 10-K (File No. 001-36812)March 8, 2016
10.21
+
Executive Employment Agreement, dated as of April 5, 2017, by and between the Registrant and William McVicar
Current Report on Form 8-K (File No. 001-36812)April 5, 2017
10.22
+
Amendment to Executive Employment Agreement, dated as of July 6, 2017, by and between the Registrant and William McVicar
Current Report on Form 8-K (File No. 001-36812)July 11, 2017
10.23
+
Amended and Restated Executive Employment Agreement, dated as of August 1, 2017, by and between the Registrant and William McVicar
Quarterly Report on Form 10-Q (File No. 001-36812)November 6, 2017

19.




Incorporated by reference herein
NumberDescriptionFormDate Filed with SEC
10.24
+
Amendment to Executive Employment Agreement, effective as of June 20, 2018, by and between the Registrant and William McVicar
Quarterly Report on Form 10-Q (File No. 001-36812)August 1, 2018
10.25
†
Production Agreement with Aseptic Solutions USA, LLC and Flex Innovation Group LLC
Quarterly Report on Form 10-Q (File No. 001-36812)May 4, 2016
10.26
†
Supply Agreement dated May 9, 2016 by and between Trilogy Essential Ingredients Inc. and Flex Innovation Group LLC
Quarterly Report on Form 10-Q (File No. 001-36812)August 3, 2016
21.1
Subsidiaries of the Registrant
S-1Annual Report on Form 10-K (File No. 001-36812)333-235879 Exhibit 21.1March 6, 201901/10/2020
23.1
10-KAnnual Report on Form 10-K (File No. 001-36812)
001-36812Exhibit 23.1
March 6, 201903/22/2024
24.1
10-K
001-36812Exhibit 24.1
03/22/2024
31.1(included on the signature pageSecurities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Original Report)Sarbanes-Oxley Act of 202210-K
001-36812Exhibit 31.1
03/22/2024
31.1
31.210-K
001-36812Exhibit 31.2
03/22/2024
31.3X
31.2
31.4X
32.1
#10-K
001-36812Exhibit 32.1
03/22/2024
32.210-KAnnual Report on Form 10-K (File No. 001-36812)
001-36812Exhibit 32.2
March 6, 201903/22/2024
9710-K
001-36812Exhibit 97
03/22/2024
101.INS
10-KAnnual Report on Form 10-K (File No. 001-36812)
001-36812Exhibit 101.INS
March 6, 2019
101.SCH
XBRL Taxonomy Extension Schema DocumentAnnual Report on Form 10-K (File No. 001-36812)March 6, 2019
101.CAL
XBRL Taxonomy Extension Calculation Linkbase DocumentAnnual Report on Form 10-K (File No. 001-36812)March 6, 2019
101.DEF
XBRL Taxonomy Extension Definition Linkbase DocumentAnnual Report on Form 10-K (File No. 001-36812)March 6, 2019
101.LAB
XBRL Taxonomy Extension Label Linkbase DocumentAnnual Report on Form 10-K (File No. 001-36812)March 6, 2019
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.Annual Report on Form 10-K (File No. 001-36812)March 6, 201903/22/2024
26

101.SCH10-K
001-36812Exhibit 101.SCH
03/22/2024
101.CAL10-K
001-36812Exhibit 101.CAL
03/22/2024
101.DEF10-K
001-36812Exhibit 101.DEF
03/22/2024
101.LAB10-K
001-36812Exhibit 101. LAB
03/22/2024
101.PRE10-K
001-36812Exhibit 101.PRE
03/22/2024
104.1Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)10-K001-36812 Exhibit 10403/22/2024
104.2Cover Page Interactive Data File for this Amendment (formatted as Inline XBRL)X
*Portions of this exhibit have been omitted and provided separately to the SEC pursuant to a request for confidential treatment.
+Management contract or compensatory plans or arrangements.
+ Indicates management contract or compensatory plan.
† Confidential treatment granted as to portions of the exhibit. Confidential materials omitted and filed separately with the SEC.
#  Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.



20.
27





SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this reportAmendment No. 1 to its Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
SALARIUS PHARMACEUTICALS, INC.
By:/s/ David J. Arthur
David J. Arthur
FLEX PHARMA, INC.
Date: April 16, 2019By:/s/ William McVicar
William McVicar, Ph.D.
President and& Chief Executive Officer
(Principal Executive Officer)
Date:April 22, 2024

NameTitleDate
/s/ David J. ArthurDirector, President & Chief Executive Officer        April 22, 2024
David J. Arthur(Principal Executive Officer)
*Executive Vice President & Chief Financial Officer        April 22, 2024
Mark J. Rosenblum(Principal Financial Officer)
*Chairman of the Board        April 22, 2024
William K. McVicar
*Director        April 22, 2024
Tess Burleson
*Director        April 22, 2024
Arnold Hanish
*Director        April 22, 2024
Paul Lammers
*Director        April 22, 2024
Jon Lieber
*Director        April 22, 2024
Bruce McCreedy


*By:/s/ David J. Arthur
David J. Arthur, attorney-in-fact
April 22, 2024

21.


28