GRI BIO Files 8-K on Material Definitive Agreement

TL;DR

**GRI BIO just signed a big deal, details pending, could move the stock.**

AI Summary

GRI BIO, Inc. filed an 8-K on February 2, 2024, reporting an event that occurred on February 1, 2024, related to an "Entry into a Material Definitive Agreement." This filing updates investors on a significant new agreement the company has entered into, which could impact its future operations and financial performance. For stockholders, this matters because material agreements can signal new partnerships, funding, or strategic shifts that could affect the company's valuation and stock price.

Why It Matters

This filing indicates GRI BIO, Inc. has entered a significant new agreement, which could be a positive or negative catalyst for its stock depending on the details of the agreement.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but lacks specific details, creating uncertainty about its impact on the company's financial health and future prospects.

Analyst Insight

A smart investor would monitor GRI BIO, Inc. closely for subsequent filings or press releases that provide specific details about the 'Material Definitive Agreement' before making any investment decisions, as the current filing lacks crucial information to assess impact.

Key Players & Entities

• GRI BIO, Inc. (company) — the registrant filing the 8-K
• February 1, 2024 (date) — date of the earliest event reported
• February 2, 2024 (date) — date the 8-K was filed
• 001-40034 (other) — Commission File Number for GRI BIO, Inc.
• Delaware (other) — state of incorporation for GRI BIO, Inc.
• GRI (other) — trading symbol for Common Stock of GRI BIO, Inc.
• The Nasdaq Capital Market (other) — exchange where GRI BIO, Inc.'s Common Stock is registered

Forward-Looking Statements

• GRI BIO, Inc. will file another 8-K or press release within the next 30 days to disclose the specific terms and parties involved in the Material Definitive Agreement. (GRI BIO, Inc.) — high confidence, target: 2024-03-02
• The stock price of GRI will experience volatility once the details of the Material Definitive Agreement are publicly disclosed. (GRI) — medium confidence, target: 2024-03-02

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share GRI The Nasdaq Capital Mark
• $1.10 — rrant, for a combined purchase price of $1.10 (less $0.0001 for each Pre-Funded Warra
• $100,000 — lated legal expenses in an amount up to $100,000 and pay A.G.P. a non-accountable expens
• $25,000 — -accountable expense allowance of up to $25,000. In addition, pursuant to the terms of

Filing Documents

• val-20240201.htm (8-K) — 36KB
• exhibit41-8xk.htm (EX-4.1) — 110KB
• exhibit42-8xk.htm (EX-4.2) — 115KB
• exhibit43-8xk.htm (EX-4.3) — 113KB
• exhibit101-8xk.htm (EX-10.1) — 283KB
• exhibit102-8xk.htm (EX-10.2) — 61KB
• exhibit103-8xk.htm (EX-10.3) — 32KB
• exhibit991-8xk.htm (EX-99.1) — 12KB
• gribiologo.jpg (GRAPHIC) — 43KB
• 0001628280-24-003067.txt ( ) — 1107KB
• val-20240201.xsd (EX-101.SCH) — 2KB
• val-20240201_lab.xml (EX-101.LAB) — 26KB
• val-20240201_pre.xml (EX-101.PRE) — 14KB
• val-20240201_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On February 1, 2024, GRI Bio, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement with each purchaser identified on the signature pages thereto (the "Purchase Agreement"), pursuant to which the Company agreed to issue and sell, in a public offering (the "Offering"), (i) 330,450 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), (ii) 4,669,550 pre-funded warrants (the "Pre-Funded Warrants") exercisable for an aggregate of 4,669,550 shares of Common Stock, (iii) 5,000,000 Series B-1 common warrants (the "Series B-1 Common Warrants") exercisable for an aggregate of 5,000,000 shares of Common Stock, and (iv) 5,000,000 Series B-2 common warrants (the "Series B-2 Common Warrants," and together with the Series B-1 Common Warrants, the "Common Warrants") exercisable for an aggregate of 5,000,000 shares of Common Stock. The Common Warrants together with the Pre-Funded Warrants are referred to in this Current Report on Form 8-K as the "Warrants." The securities are being offered in combinations of (a) one Share or one Pre-Funded Warrant, together with (b) one Series B-1 Common Warrant and one Series B-2 Common Warrant, for a combined purchase price of $1.10 (less $0.0001 for each Pre-Funded Warrant).

01. Other Events

Item 8.01. Other Events. On February 2, 2024, the Company issued a press release regarding the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 4.2 Form of Series B-1 Common Warrant. 4.3 Form of Series B-2 Common Warrant. 10.1* Form of Securities Purchase Agreement, dated as of February 1, 2024, between GRI Bio, Inc. and each purchaser named in the signature pages thereto. 10.2 Placement Agency Agreement, dated as of February 1, 2024, by and between GRI Bio, Inc. and A.G.P./Alliance Global Partners. 10.3 Form of Lock-Up Agreement. 99.1 Press Release, dated February 2, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. 3

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. GRI Bio, Inc. February 2, 2024 By: /s/ Leanne Kelly Name: Leanne Kelly Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR