GRI BIO, Inc. Files 8-K for Material Definitive Agreement

TL;DR

GRI BIO (GRIB) signed a big deal, filing an 8-K. Details to follow.

AI Summary

GRI BIO, Inc. announced on June 26, 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 sector. This filing also includes other events and financial statements/exhibits.

Why It Matters

This filing indicates a significant new agreement for GRI BIO, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce significant new risks or opportunities, the nature of which is not fully detailed in this initial filing.

Key Numbers

• 001-40034 — SEC File Number (Identifies the company's filing history with the SEC.)
• 82-4369909 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• GRI BIO, Inc. (company) — Registrant
• Vallon Pharmaceuticals, Inc. (company) — Former company name
• June 26, 2024 (date) — Date of earliest event reported
• 2223 Avenida de la Playa, Suite 208, La Jolla, CA 92037 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share GRI The Nasdaq Capital Mark
• $1 — ach Share and accompanying Warrants was $1.83, and the offering price for each Pre
• $1.8299 — d Warrant and accompanying Warrants was $1.8299. The Pre-Funded Warrants will have an e
• $1.83 — Warrant will have an exercise price of $1.83 per share, will be exercisable beginnin
• $3.2 million — rcise of the Warrants, is approximately $3.2 million. The Company intends to use the net pro
• $25,000 — a non-accountable expense allowance of $25,000, (iv) reimbursement of up to $100,000
• $100,000 — $25,000, (iv) reimbursement of up to $100,000 for legal fees and expenses and other o
• $15,950 — er out of pocket expenses and (v) up to $15,950 for the clearing expenses. Also pursua
• $2.2875 — gent Warrants have an exercise price of $2.2875 per share (which represents 125% of the
• $2.5 million — l have stockholders' equity of at least $2.5 million as required by Nasdaq Listing Rule 5550

Filing Documents

• val-20240626.htm (8-K) — 37KB
• exhibit41-8xkjune2024.htm (EX-4.1) — 124KB
• exhibit42-8xkjune2024.htm (EX-4.2) — 132KB
• exhibit43-8xkjune2024.htm (EX-4.3) — 132KB
• exhibit44-8xkjune2024.htm (EX-4.4) — 132KB
• exhibit101-8xkjune2024.htm (EX-10.1) — 283KB
• exhibit991-8xkjune2024.htm (EX-99.1) — 13KB
• gribiologo.jpg (GRAPHIC) — 214KB
• 0001628280-24-030244.txt ( ) — 1429KB
• val-20240626.xsd (EX-101.SCH) — 2KB
• val-20240626_lab.xml (EX-101.LAB) — 22KB
• val-20240626_pre.xml (EX-101.PRE) — 13KB
• val-20240626_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Securities Purchase Agreement On June 26, 2024, GRI Bio, Inc. (the "Company") commenced a best efforts public offering (the "Offering") of an aggregate of (i) 60,000 shares (the "Shares") of common stock, par value $0.0001 per share ("Common Stock"), of the Company, (ii) 2,125,793 pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 2,125,793 shares of Common Stock (the "Pre-Funded Warrant Shares"), (iii) 2,185,793 Series C-1 warrants (the "Series C-1 Warrants") to purchase up to 2,185,793 shares of Common Stock (the "Series C-1 Warrant Shares"), and (iv) 2,185,793 Series C-2 warrants (the "Series C-2 Warrants," and together with the Series C-1 Warrants, the "Warrants") to purchase up to 2,185,793 shares of Common Stock (the "Series C-2 Warrant Shares"). Each Share or Pre-Funded Warrant was sold together with one Series C-1 Warrant to purchase one share of Common Stock and one Series C-2 Warrant to purchase one share of Common Stock. The offering price for each Share and accompanying Warrants was $1.83, and the offering price for each Pre-Funded Warrant and accompanying Warrants was $1.8299. The Pre-Funded Warrants will have an exercise price of $0.0001 per share, are exercisable immediately and will expire when exercised in full. Each Warrant will have an exercise price of $1.83 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants ("Warrant Stockholder Approval"). The Series C-1 Warrant will expire on the five-year anniversary of the Warrant Stockholder Approval. The Series C-2 Warrant will expire on the 18-month anniversary of the Warrant Stockholder Approval. The net proceeds of the Offering, after deducting the fees and expenses of the Placement Agent (as defined below), described in more detail below, and other offering expenses payable by the Company, but excluding the net proceeds, if any, from the

01 Other Events

Item 8.01 Other Events. Press Release On June 27, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. Stockholders' Equity The disclosure included in Item 1.01 of this Current Report is incorporated under this Item by reference. Assuming and as of the date of the closing of the Offering, the Company believes it will have stockholders' equity of at least $2.5 million as required by Nasdaq Listing Rule 5550(b)(1).

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 C-1 Warrant 4.3 Form of Series C-2 Warrant 4.4 Form of Placement Agent Warrant 10.1+ Form of Securities Purchase Agreement 99.1 Press Release, dated June 27 , 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.

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. By: /s/ Leanne Kelly Leanne Kelly Chief Financial Officer Dated: June 27, 2024

View Full Filing

View this 8-K filing on SEC EDGAR