GRI BIO, Inc. Files 8-K on Material Agreements & Equity Sales

TL;DR

GRI BIO filed an 8-K detailing material agreements, equity sales, and other key corporate events.

AI Summary

GRI BIO, Inc. (formerly Vallon Pharmaceuticals, Inc.) filed an 8-K on October 22, 2024, reporting on several events as of October 21, 2024. These include entering into a material definitive agreement, unregistered sales of equity securities, material modifications to security holder rights, and other events, alongside financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions and potential changes in the company's financial structure or agreements, which could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and material modifications to security holder rights, which can introduce uncertainty and potential dilution.

Key Players & Entities

• GRI BIO, Inc. (company) — Registrant
• Vallon Pharmaceuticals, Inc. (company) — Former company name
• October 21, 2024 (date) — Date of earliest event reported
• October 22, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share GRI The Nasdaq Capital Mark
• $1.00 — sh at a reduced exercise price equal to $1.00 per share (the "Reduced Exercise Price"
• $762,236 — the exercise of the Prior Warrants were $762,236 prior to deducting placement agent fees
• $25,000 — imbursement for accountable expenses of $25,000 and non-accountable expenses of $10,000
• $10,000 — $25,000 and non-accountable expenses of $10,000. The Company has also issued to Wainwri
• $1.25 — issuance, and have an exercise price of $1.25 per share. The New Warrants, PA Warran

Filing Documents

• val-20241021.htm (8-K) — 35KB
• ex41-formofseriesdx1warrant.htm (EX-4.1) — 137KB
• ex42-formofseriesdx2warrant.htm (EX-4.2) — 136KB
• ex43-formofplacementagentw.htm (EX-4.3) — 136KB
• ex101-formofrepricinglette.htm (EX-10.1) — 82KB
• ex991_pressreleasewarrante.htm (EX-99.1) — 13KB
• image_0.jpg (GRAPHIC) — 37KB
• val-20241021_g1.jpg (GRAPHIC) — 16KB
• val-20241021_g2.jpg (GRAPHIC) — 2KB
• 0001824293-24-000141.txt ( ) — 860KB
• val-20241021.xsd (EX-101.SCH) — 2KB
• val-20241021_def.xml (EX-101.DEF) — 3KB
• val-20241021_lab.xml (EX-101.LAB) — 24KB
• val-20241021_pre.xml (EX-101.PRE) — 15KB
• val-20241021_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 21, 2024, GRI Bio, Inc. (the "Company") entered into letter agreements (the "Repricing Letter Agreements") with holders (the "Holders") of its issued and outstanding Series B-1 Warrants and Series B-2 Warrants (the "Prior Warrants") to purchase an aggregate of 762,236 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock"), offering the Holders the opportunity to exercise all of their Prior Warrants for cash at a reduced exercise price equal to $1.00 per share (the "Reduced Exercise Price"), provided the Prior Warrants were exercised in full for cash on or before 4:00 P.M. Eastern Daylight Time on the date of the respective Repricing Letter Agreements. In addition, the Holders received new unregistered Series D-1 Warrants (the "Series D-1 Warrants") exercisable for up to an aggregate of 762,236 shares of Common Stock (the "Series D-1 Warrant Shares") and new unregistered Series D-2 Warrants (the "Series D-2 Warrants" and, together with the Series D-1 Warrants, the "New Warrants") exercisable for up to an aggregate of 762,236 shares of Common Stock (the "Series D-2 Warrant Shares" and, together with the Series D-1 Warrant Shares, the "New Warrant Shares"). The New Warrants are immediately exercisable and have an exercise price of $1.00 per share. The Series D-1 Warrants have a term of exercise equal to five years from the initial issuance date, and the Series D-2 Warrants have a term of exercise equal to 18 months from the initial issuance date. The shares of Common Stock issued upon exercise of the Prior Warrants are registered pursuant to an effective registration statement on Form S-1 (No. 333-276205). The Company has agreed to file a registration statement providing for the resale of the New Warrant Shares issuable upon the exercise of the New Warrants (the "Resale Registration Statement") as soon as reasonably practicable (and in any event within 30 calendar days)

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference.

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders. To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On October 21, 2024, the Company issued a press release announcing the entry into the Repricing Letter Agreements, which has been filed as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Series D-1 Warrant. 4.2 Form of Series D-2 Warrant. 4.3 Form of Placement Agent Warrant. 10.1 F or m of Repricing Letter Agreement. 99.1 Press Release issued by GRI Bio, Inc., dated October 21, 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: October 22, 2024 GRI Bio, Inc. By: /s/ Leanne Kelly Leanne Kelly Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR