Salarius Pharmaceuticals, LLC entered into a definitive agreement to acquire Flex Pharma, Inc. (NasdaqCM:FLKS) in a reverse merger transaction on January 3, 2019. Pursuant to the all-stock deal, Flex Pharma stockholders will also receive a right to receive warrants, six months and one day following the closing date of the transaction, allowing them to purchase additional shares. Upon the closing of the transaction, Flex Pharma stockholders will own approximately 19.9% of the combined company and current Salarius investors will own approximately 80.1% of the combined company. Salarius will merge with a wholly-owned subsidiary of Flex Pharma. Upon closing of the transaction, Flex Pharma is expected to be renamed Salarius Pharmaceuticals, Inc. Flex may be required to pay Salarius a termination fee of $0.35 million and/or reimburse Salarius' expenses up to a maximum of $0.2 million and upon termination of the merger agreement under specified circumstances, Salarius may be required to pay Flex a termination fee of $0.35 million or $1 million. The combined company will be under the leadership of Salarius’ current management team, led by Chief Executive Officer, David Arthur. The Salarius clinical pipeline will become the lead assets of the company following the transaction. Flex Pharma President and Chief Executive Officer, William McVicar, is expected to join the Board of Directors of the combined company following the closing of the transaction. At the effective time of the merger, the Board of Directors of Flex is expected to consist of seven members, six of whom will be designated by Salarius and one of whom will be designated by Flex. The proposed transaction is subject to the approval of Flex Pharma stockholders at a special stockholder meeting and other customary conditions, including approval by Salarius’ members, effectiveness of registration statement, listing/approval of new shares, reverse stock-split, regulatory and anti-trust approval and amendment to certificate of incorporation to effect the Nasdaq reverse split. The transaction has been approved unanimously by the Board of Director of Flex Pharma and Board of Managers of Salarius. On June 14, 2019, Flex Pharma determined that a quorum of stockholders was not present at its special meeting of stockholders. Flex Pharma has adjourned its shareholder's meeting until July 12, 2019, in order to provide shareholders with more time to complete proxies and vote their shares. Approximately 85% of shares voted by Flex Pharma’s stockholders to date support the merger. As of July 12, 2019, Flex Pharma’s stockholders approved all proposals relating to its planned merger with Salarius Pharmaceuticals. The transaction is expected to close in the first half of 2019. As of July 12, 2019, Flex Pharma expects to complete the merger within the next week or two. As of July 17, 2019, the transaction is expected to close on July 19, 2019. Wedbush Securities Inc. acted as financial advisor to Board of Directors of Flex Pharma and also provided fairness opinion in the transaction. Wedbush provided fairness opinion for a fee of $0.5 million and it is also entitled to receive a success fee of $1 million which fee is contingent on the consummation of the merger. Healthios Capital Markets is serving as financial advisor to Salarius Pharmaceuticals. Thomas H. Redekopp of Dentons Canada LLP and Richard A. Silfen of Duane Morris LLP are serving as legal counsel to Flex Pharma and Andrew L. Strong, Christina F. Pearson, Steve Tyndal, Barry Burgdorf, Daniel Garcia, Howard Clemons, Michelle Mehok, Nora Burke and Dana Newman and Bradley Reeves of Pillsbury Winthrop Shaw Pittman LLP are serving as legal counsel to Salarius Pharmaceuticals. Innisfree M&A Incorporated acted as proxy solicitor to Flex for a fee of $25,000. Computershare acted as transfer agent and registrar for Flex Pharma.