GRI BIO, Inc. Enters Material Definitive Agreement
Ticker: GRI · Form: 8-K · Filed: May 20, 2024 · CIK: 1824293
Sentiment: neutral
Topics: material-agreement, corporate-news
TL;DR
GRI BIO (formerly Vallon Pharma) signed a big deal, details TBD.
AI Summary
GRI BIO, Inc. announced on May 20, 2024, that it entered into a Material Definitive Agreement. The company, formerly known as Vallon Pharmaceuticals, Inc., is incorporated in Delaware and operates in the Pharmaceutical Preparations industry. The filing does not disclose specific details of the agreement or any associated dollar amounts.
Why It Matters
This filing indicates a significant new development for GRI BIO, Inc., potentially impacting its business operations and future strategy. Investors will be looking for more details on the nature of this agreement.
Risk Assessment
Risk Level: medium — The filing is a standard 8-K announcing a material agreement, but the lack of specific details about the agreement introduces uncertainty.
Key Players & Entities
- GRI BIO, Inc. (company) — Registrant
- Vallon Pharmaceuticals, Inc. (company) — Former company name
- May 20, 2024 (date) — Date of report
FAQ
What is the nature of the Material Definitive Agreement entered into by GRI BIO, Inc.?
The filing does not specify the nature of the Material Definitive Agreement.
When was the Material Definitive Agreement entered into?
The Material Definitive Agreement was entered into on May 20, 2024.
What was GRI BIO, Inc.'s former company name?
GRI BIO, Inc.'s former company name was Vallon Pharmaceuticals, Inc.
In which state is GRI BIO, Inc. incorporated?
GRI BIO, Inc. is incorporated in Delaware.
What is GRI BIO, Inc.'s principal executive office address?
GRI BIO, Inc.'s principal executive office is located at 2223 Avenida de la Playa, Suite 208, La Jolla, CA 92037.
Filing Stats: 980 words · 4 min read · ~3 pages · Grade level 10.8 · Accepted 2024-05-20 16:13:23
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share GRI The Nasdaq Capital Mark
- $961,579 — 024, having an aggregate sales price of $961,579, or (b) the termination of the Sales Ag
Filing Documents
- val-20240520.htm (8-K) — 27KB
- exhibit51_legalopinion.htm (EX-5.1) — 14KB
- exhibit101_atmagreement.htm (EX-10.1) — 277KB
- mintzlogo.jpg (GRAPHIC) — 250KB
- val-20240520_g1.jpg (GRAPHIC) — 16KB
- val-20240520_g2.jpg (GRAPHIC) — 2KB
- 0001824293-24-000052.txt ( ) — 872KB
- val-20240520.xsd (EX-101.SCH) — 2KB
- val-20240520_lab.xml (EX-101.LAB) — 22KB
- val-20240520_pre.xml (EX-101.PRE) — 13KB
- val-20240520_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On May 20, 2024, GRI Bio, Inc. (the "Company") entered into an At The Market Offering Agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC ("Wainwright"), pursuant to which the Company may sell and issue shares of its common stock (the "Shares") from time to time through Wainwright as the Company's sales agent (the "ATM Offering"). The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement, pursuant to the terms therein. Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be "at-the-market" equity offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through The Nasdaq Capital Market, the trading market for the Company's common stock, or any other existing trading market in the United States for the Company's common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. Subject to the terms and conditions of the Sales Agreement, Wainwright will use its commercially reasonable efforts to sell the Shares from time to time based upon the Company's instructions (including any price, time or size limits or other parameters or conditions the Company may impose). The Company will pay Wainwright a commission of 3.0% of the gross sales price the Shares sold under the Sales Agreement. The Company has also provided Wainwright with customary indemnification rights and has agreed to reimburse Wainwright for certain specified expenses. The offer and sale of the Shares pursuant to the ATM Offering will terminate upon the earlier of (a) the sale of the Sha
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 10.1 At The Market Offering Agreement, dated May 20, 2024, by and between GRI Bio, Inc. and H.C. Wainwright & Co., LLC. 23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1) 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: May 20, 2024 GRI Bio, Inc. By: /s/ Leanne Kelly Leanne Kelly Chief Financial Officer