GRI BIO, Inc. Files 8-K on Security Holder Rights

Ticker: GRI · Form: 8-K · Filed: Jun 14, 2024 · CIK: 1824293

Sentiment: neutral

Topics: corporate-action, amendment, rights

TL;DR

GRI BIO filed an 8-K, watch for changes to security holder rights and corporate docs.

AI Summary

GRI BIO, Inc. (formerly Vallon Pharmaceuticals, Inc.) filed an 8-K on June 13, 2024, reporting material modifications to the rights of security holders, amendments to its articles of incorporation, and other events. The company, incorporated in Delaware, is located in La Jolla, CA, and operates in the pharmaceutical preparations sector.

Why It Matters

This filing indicates potential changes affecting the rights of GRI BIO's security holders and amendments to its corporate structure, which could impact investors.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate documents can signal significant changes that may affect stock value.

Key Numbers

Key Players & Entities

FAQ

What specific material modifications were made to the rights of security holders?

The filing indicates material modifications to the rights of security holders but does not detail the specific nature of these modifications within the provided text.

What were the key amendments to GRI BIO's articles of incorporation or bylaws?

The filing states there were amendments to the articles of incorporation or bylaws, but the specific details of these amendments are not provided in the excerpt.

When was the company formerly known as Vallon Pharmaceuticals, Inc.?

The company was formerly known as Vallon Pharmaceuticals, Inc., and the date of the name change was September 10, 2020.

What is GRI BIO, Inc.'s primary business sector?

GRI BIO, Inc. operates in the Pharmaceutical Preparations sector, with SIC code 2834.

What is the address of GRI BIO, Inc.'s principal executive offices?

The principal executive offices of GRI BIO, Inc. are located at 2223 Avenida de la Playa, #208, La Jolla, CA 92037.

Filing Stats: 850 words · 3 min read · ~3 pages · Grade level 10.8 · Accepted 2024-06-14 08:08:20

Key Financial Figures

Filing Documents

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 June 13, 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-13 (the "Reverse Stock Split"). Pursuant to the Certificate of Amendment, the Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on June 17, 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 June 18, 2024. At the Effective Time, every thirteen (13) shares of the Company's issued and outstanding shares of Common Stock will be 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 will be 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 June 17, 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 foll

01 Other Information

Item 8.01 Other Information. On June 14, 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 June 14, 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: June 14, 2024 GRI BIO, INC. By: /s/ Leanne Kelly Name: Leanne Kelly Title: Chief Financial Officer

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