GRI BIO Amends Charter, Modifies Shareholder Rights

TL;DR

**GRI BIO just changed its corporate rules and shareholder rights; big deal for stock ownership.**

AI Summary

GRI BIO, Inc. filed an 8-K on January 30, 2024, reporting that on January 29, 2024, they made material modifications to the rights of security holders and amended their Articles of Incorporation or Bylaws. This filing indicates a significant change in the company's corporate structure or shareholder rights, which could impact the value and control associated with owning GRI BIO stock. Investors should investigate the specific nature of these amendments as they could dilute existing shares or alter voting power.

Why It Matters

These changes could affect the value and control of existing shares, potentially diluting ownership or altering voting power for current and prospective investors.

Risk Assessment

Risk Level: medium — Changes to shareholder rights and corporate bylaws can significantly impact an investment, making this a medium risk event until details are fully understood.

Analyst Insight

A smart investor would seek out the specific details of the 'Material Modifications to Rights of Security Holders' and 'Amendments to Articles of Incorporation or Bylaws' to understand their impact on share value and control before making any investment decisions.

Key Numbers

• $0.0001 — par value per share (par value of GRI BIO's Common Stock)

Key Players & Entities

• GRI BIO, Inc. (company) — the registrant filing the 8-K
• January 29, 2024 (date) — date of earliest event reported
• January 30, 2024 (date) — date the 8-K was filed
• Delaware (company) — state of incorporation for GRI BIO, Inc.
• The Nasdaq Capital Market (company) — exchange where GRI BIO's Common Stock is registered

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share GRI The Nasdaq Capital Mark

Filing Documents

• val-20240129.htm (8-K) — 27KB
• ex31_certificateofamendment.htm (EX-3.1) — 9KB
• ex991_pressreleasererevers.htm (EX-99.1) — 14KB
• image_0.jpg (GRAPHIC) — 37KB
• val-20240129_g1.jpg (GRAPHIC) — 16KB
• val-20240129_g2.jpg (GRAPHIC) — 2KB
• 0001824293-24-000023.txt ( ) — 271KB
• val-20240129.xsd (EX-101.SCH) — 2KB
• val-20240129_lab.xml (EX-101.LAB) — 26KB
• val-20240129_pre.xml (EX-101.PRE) — 14KB
• val-20240129_htm.xml (XML) — 3KB

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders To the extent required by Item 3.03, the disclosure set forth in Item 5.03 is incorporated herein by reference.

03 Regulation FD Disclosure

Item 5.03 Regulation FD Disclosure On January 29, 2024, GRI Bio, Inc. (the "Company") filed with the Secretary of State of the State of Delaware an amendment (the "Certificate of Amendment") to its amended and restated certificate of incorporation to effect a reverse stock split of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of 1-for-7 (the "Reverse Stock Split"). Pursuant to the Certificate of Amendment, the Reverse Stock Split became effective as of 4:01 p.m. Eastern Time on January 29, 2024 (the "Effective Time") and shares of the Company's Common Stock will begin trading on a post-split basis at the open of trading on The Nasdaq Capital Market on January 30, 2024. At the Effective Time, every seven (7) shares of the Company's issued and outstanding shares of Common Stock were automatically converted into one (1) share of Common Stock, without any change in the par value per share. In addition, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, warrants and convertible securities, and to the number of shares issued and issuable under the Company's stock incentive plans. No change was made to the number of shares of Common Stock authorized under the Company's amended and restated certificate of incorporation. Any stockholder who would otherwise be entitled to a fractional share of Common Stock created as a result of the Reverse Stock Split is entitled to receive a cash payment in lieu thereof equal to the fractional share to which the stockholder would otherwise be entitled multiplied by the closing sales price of a share of Common Stock on The Nasdaq Capital Market on January 29, 2024, as adjusted for the Reverse Stock Split. Following the Reverse Stock Split, the shares of Common Stock will continue to trade on The Nasdaq Capital Market under the symbol "GRI." The new CUSIP number for the Common Stock following

01 Other Information

Item 8.01 Other Information. On January 26, 2024, the Company issued a press release announcing the Reverse Stock Split. The press release is filed as Exhibit 99.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of GRI Bio, Inc. 99.1 Press Release issued by GRI Bio, Inc., dated January 26, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 30, 2024 GRI BIO, INC. By: /s/ Leanne Kelly Name: Leanne Kelly Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR