GRI Bio, Inc. Files 8-K for Material Agreement

TL;DR

GRI Bio (GRI) filed an 8-K on 12/12 for a material agreement dated 12/11.

AI Summary

GRI Bio, Inc. filed an 8-K on December 12, 2025, reporting an entry into a material definitive agreement as of December 11, 2025. The filing also includes financial statements and exhibits. GRI Bio, Inc. is located in La Jolla, CA, and operates in the Pharmaceutical Preparations sector.

Why It Matters

This 8-K filing indicates a significant new agreement for GRI Bio, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — An 8-K filing signifies a material event, but without details on the agreement, the specific risk level is uncertain.

Key Numbers

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

Key Players & Entities

• GRI Bio, Inc. (company) — Registrant
• December 11, 2025 (date) — Date of earliest event reported
• December 12, 2025 (date) — Date of report
• La Jolla, CA (location) — Principal executive offices
• 2834 (industry_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share GRI The Nasdaq Capital Mark
• $0 — e and accompanying Series F Warrant was $0.75, and the combined offering price for
• $0.7499 — t and accompanying Series F Warrant was $0.7499. The Pre-Funded Warrants will have an e
• $0.75 — Warrants will have an exercise price of $0.75 per share, will be exercisable immediat
• $6.7 million — rrants, is expected to be approximately $6.7 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 f
• $100,000 — of $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, pursu
• $0.9375 — rrants will have an exercise price of $0.9375 per share (which represents 125 % of th

Filing Documents

• val-20251211.htm (8-K) — 47KB
• 0001628280-25-056659.txt ( ) — 171KB
• val-20251211.xsd (EX-101.SCH) — 2KB
• val-20251211_lab.xml (EX-101.LAB) — 23KB
• val-20251211_pre.xml (EX-101.PRE) — 13KB
• val-20251211_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Securities Purchase Agreement On December 11, 2025, GRI Bio, Inc. (the "Company") commenced a best efforts public offering (the "Offering") of an aggregate of (i) 2,603,331 shares (the "Shares") of common stock, par value $0.0001 per share ("Common Stock"), of the Company, (ii) 8,063,336 pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 8,063,336 shares of Common Stock (the "Pre-Funded Warrant Shares") and (iii) 10,666,667 Series F warrants (the "Series F Warrants") to purchase up to 10,666,667 shares of Common Stock (the "Series F Warrant Shares"). Each Share or Pre-Funded Warrant was sold together with one Series F Warrant to purchase one share of Common Stock. The combined offering price for each Share and accompanying Series F Warrant was $0.75, and the combined offering price for each Pre-Funded Warrant and accompanying Series F Warrant was $0.7499. The Pre-Funded Warrants will have an exercise price of $0.0001 per share, will be exercisable immediately and will expire when exercised in full. The Series F Warrants will have an exercise price of $0.75 per share, will be exercisable immediately and will expire on December 12, 2030. 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 exercise of the Series F Warrants, is expected to be approximately $6.7 million. The Company intends to use the net proceeds from the Offering for working capital, product candidate development activities and general corporate purposes, including costs and expenses associated with being a public company. The Company believes that the net proceeds from the Offering, together with its cash and cash equivalents, will be sufficient to fund its planned operations into the fourth quarter of 2026. The Company anticipates that t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant (incor po rated by reference from Exhibit 4.24 to Registration Statement on Form S-1 as filed with the SEC on December 8 , 20 25) . 4.2 Form of Series F Warrant (incorporate d by reference from Exhibi t 4.25 to Registra tion Statement on Form S-1 as filed with the SEC on December 8, 2025). 4.3 Form of Placement Agent Warrant (inc orporated by reference from Exhibit 4.23 to Registration Statement on Form S-1 as filed with the SEC on December 8, 2025) . 10.1+ Form of Securities Purchase Agreement (inc orporated by reference from Exhibit 10.26 to Registration Stat ement on Form S-1 as filed with the SEC on December 8, 2025) . 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: December 12, 2025

View Full Filing

View this 8-K filing on SEC EDGAR