Item 1.01 Entry into a Material Definitive Agreement.
Acquisition and Strategic Collaboration Agreement
On January 12, 2022, Salarius Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), entered into an Acquisition and Strategic Collaboration Agreement
(the "ASCA"), effective January 12, 2022 (the "Effective Date"), with DeuteRx,
LLC, a Delaware limited liability company (the "Seller"), pursuant to which the
Seller agreed to sell, and Company agreed to purchase and assume from Seller,
all of Seller's rights, title, and interest in and to certain assets of the
Seller, including the development product currently referred to as DRX-164 (the
"Product"), Seller's intellectual property, information and data related to the
Product, tangible materials or reagents related to the Product, goodwill, rights
and claims, other than certain excluded assets (collectively, the "Purchased
Assets"), all as more specifically set forth in the ASCA, and assume certain
Assumed Liabilities (as defined in the ASCA), upon the terms and subject to the
conditions set forth in the ASCA. Contemporaneous with the execution of the
ASCA, the Seller and Company entered into a R&D Services Agreement (as defined
in the ASCA), which sets forth the terms and conditions upon which Seller will
provide services to Company, including the implementation and performance of a
Non-Clinical and Clinical Development Scope of Work (collectively, the
"Transaction").
The Purchased Assets were purchased for an aggregate purchase price of
$1,500,000 U.S. Dollars (the "Cash Payment") and the delivery of one million
(1,000,000) shares of the Company's common stock (the "Shares" and together with
the Cash Payment, the "Purchase Price"). In addition to the Purchase Price for
the Purchased Assets, the Company agreed to pay to Seller (i) Milestone Payments
(as defined in the ASCA) upon the occurrence of an applicable Milestone Event
(as defined in the ASCA) and (ii) Royalty Payments (as defined in the ASCA).
The foregoing description of the ASCA does not purport to be complete and is
qualified in its entirety to the complete text of the ASCA, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K ("Current Report") and
is incorporated by reference herein.
The ASCA attached as Exhibit 10.1 hereto is included to provide investors and
security holders with information regarding its terms, and it is not intended to
provide any other factual information about the Company, the Seller or their
respective subsidiaries and affiliates. The representations, warranties and
covenants contained in the ASCA were made only for the purposes of the ASCA. The
ASCA should be read in conjunction with the Company's Forms 10-K, Forms 10-Q and
other documents that are filed with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On January 13, 2022, the Company issued a press release announcing the
Transaction. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
The information included under Item 7.01 (including Exhibit 99.1) is furnished
pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18
of the Exchange Act of 1934, as amended ("Exchange Act"), or otherwise be
subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, whether made before or after the date hereof and
regardless of any general incorporation language in such filing.

Item 9.01                                Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number                                                     Description
             10.1+*                        Acquisition and Strategic

Collaboration Agreement, dated

January 12, 2022.
              99.1                         Press Release Announcing the

License Agreement, dated January


                                         13, 2022.

+ Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC.

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* Certain identified information has been omitted pursuant to Item 601(b)(10) of
Regulation S-K because such information is both (i) not material to investors
and (ii) information that the Registrant treats as private or confidential. The
Registrant hereby undertakes to furnish supplemental copies of the unredacted
exhibit upon request by the SEC.

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