GRI BIO, Inc. Files Amendment No. 1 to S-1 Registration Statement

TL;DR

<b>GRI BIO, Inc. has filed an S-1/A amendment, providing updated registration details.</b>

AI Summary

GRI BIO, Inc. (GRI) filed a Amended IPO Registration (S-1/A) with the SEC on January 31, 2024. GRI BIO, Inc. (formerly Vallon Pharmaceuticals, Inc.) filed an S-1/A on January 31, 2024. The company is incorporated in Delaware and operates in the Pharmaceutical Preparations industry. The filing includes references to Series A-1 Warrants and warrants expiring in June 2025. Financial data points include convertible notes payable and redeemable common stock from prior years. The company's business address is in La Jolla, California.

Why It Matters

For investors and stakeholders tracking GRI BIO, Inc., this filing contains several important signals. This amendment indicates ongoing efforts by GRI BIO to register securities, likely in preparation for a public offering or other capital-raising activities. The inclusion of specific warrant types and historical financial data suggests the company is providing detailed information to potential investors and regulators.

Risk Assessment

Risk Level: medium — GRI BIO, Inc. shows moderate risk based on this filing. The company is in the process of registering securities, which involves inherent risks related to market reception, regulatory approval, and potential dilution for existing shareholders.

Analyst Insight

Monitor future filings for details on the proposed offering size, pricing, and use of proceeds to assess investment potential.

Key Numbers

• 2024-01-31 — Filing Date (S-1/A filing)
• 2020-09-10 — Name Change Date (From Vallon Pharmaceuticals, Inc. to GRI BIO, Inc.)
• 2023-01-01 to 2023-09-30 — Reporting Period (For certain warrant data)
• 2020-12-31 — Fiscal Year End (For historical financial data points)

Key Players & Entities

• GRI BIO, Inc. (company) — Filer name
• Vallon Pharmaceuticals, Inc. (company) — Former company name
• 2024-01-31 (date) — Filing date
• La Jolla, CA (location) — Business address
• 2834 (industry) — Standard Industrial Classification
• Series A-1 Warrants (security) — Mentioned in filing context
• Warrants Expiring In June 2025 (security) — Mentioned in filing context

Forward-Looking Statements

• The detailed disclosure of warrants suggests potential future dilution for existing shareholders. (GRI BIO, Inc. shareholders) — medium confidence, target: 2024-12-31

FAQ

Risk Factors

• Effectiveness of Registration Statement [medium — regulatory]: The registration statement may not become effective, or may not remain effective, for the offering of securities.
• Future Capital Requirements [high — financial]: The company will require significant additional capital to fund its operations and development plans.
• Market Acceptance of Securities [medium — market]: There is no assurance that the securities being registered will be accepted by the market.

Key Dates

• 2024-01-31: Filing of S-1/A Amendment No. 1 — Provides updated information for securities registration.
• 2020-09-10: Company Name Change — Vallon Pharmaceuticals, Inc. became GRI BIO, Inc.

Glossary

S-1/A

An amendment to a registration statement on Form S-1, used for initial public offerings. (Indicates the company is updating its IPO prospectus or registration details.)

Warrants

Financial instruments that give the holder the right, but not the obligation, to purchase a company's stock at a specific price. (Details about warrants suggest potential future dilution or capital raising events.)

Key Financial Figures

• $0.0001 — o 3,871,467 shares of our common stock, $0.0001 par value per share (the "Common Stock"
• $2.066 — sumed combined public offering price of $2.066 per share and accompanying Series B-1 C
• $35,000,000 — value of listed securities of less than $35,000,000 and annual net income of less than $500
• $500,000 m — ,000 and annual net income of less than $500,000 maintain stockholders' equity of at least
• $2,500,000 — intain stockholders' equity of at least $2,500,000 (the "Stockholders' Equity Requirement"
• $6 million — ing to raise gross proceeds of at least $6 million (the "Equity Offering") and furnish to
• $1.00 — shares of our Common Stock of at least $1.00 per share (also referred to as the "Min
• $0.10 — common stock has a closing bid price of $0.10 per share or less for ten consecutive t
• $1.00 b — mon Stock will remain above the minimum $1.00 bid price required for any post-split Nas

Filing Documents

• gribio-20240131.htm (S-1/A) — 3369KB
• exhibit107-sx1a.htm (EX-FILING FEES) — 23KB
• exhibit424-sx1a.htm (EX-4.24) — 109KB
• exhibit425-sx1a.htm (EX-4.25) — 113KB
• exhibit426-sx1a.htm (EX-4.26) — 112KB
• exhibit51-sx1a.htm (EX-5.1) — 11KB
• exhibit1037-sx1a.htm (EX-10.37) — 282KB
• exhibit1038-sx1a.htm (EX-10.38) — 61KB
• exhibit231-sx1a.htm (EX-23.1) — 3KB
• exhibit232-sx1a.htm (EX-23.2) — 3KB
• exhibit511aa.jpg (GRAPHIC) — 7KB
• gribio-20240131_g1.jpg (GRAPHIC) — 124KB
• gribio-20240131_g10.jpg (GRAPHIC) — 38KB
• gribio-20240131_g11.jpg (GRAPHIC) — 43KB
• gribio-20240131_g12.jpg (GRAPHIC) — 34KB
• gribio-20240131_g13.jpg (GRAPHIC) — 52KB
• gribio-20240131_g14.jpg (GRAPHIC) — 386KB
• gribio-20240131_g15.jpg (GRAPHIC) — 56KB
• gribio-20240131_g16.jpg (GRAPHIC) — 15KB
• gribio-20240131_g17.jpg (GRAPHIC) — 19KB
• gribio-20240131_g2.jpg (GRAPHIC) — 44KB
• gribio-20240131_g3.jpg (GRAPHIC) — 36KB
• gribio-20240131_g4.jpg (GRAPHIC) — 51KB
• gribio-20240131_g5.jpg (GRAPHIC) — 23KB
• gribio-20240131_g6.jpg (GRAPHIC) — 39KB
• gribio-20240131_g7.jpg (GRAPHIC) — 82KB
• gribio-20240131_g8.jpg (GRAPHIC) — 43KB
• gribio-20240131_g9.jpg (GRAPHIC) — 31KB
• 0001628280-24-002622.txt (&nbsp;) — 21122KB
• gribio-20240131.xsd (EX-101.SCH) — 125KB
• gribio-20240131_cal.xml (EX-101.CAL) — 105KB
• gribio-20240131_def.xml (EX-101.DEF) — 1208KB
• gribio-20240131_lab.xml (EX-101.LAB) — 903KB
• gribio-20240131_pre.xml (EX-101.PRE) — 1407KB
• gribio-20240131_htm.xml (XML) — 1603KB

Risk Factors

Risk Factors 11 Cautionary Note Regarding Forward-Looking Statements 51

Use of Proceeds

Use of Proceeds 53 Market Information 54 Dividend Policy 55 Capitali z ation 56 D ilution 57

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 59

Business

Business 68 Management 106 Executive and Director Compensation 113 Certain Relationships and Related Party Transactions 121

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 124

Description of Capital Stock

Description of Capital Stock 125

Description of Securities We Are Offering

Description of Securities We Are Offering 131 Material U.S. Federal Income Tax Consequences to Holders of Common Stock and Warrants 135 Plan of Distribution 141 Legal Matters 144 Experts 144 Where You Can Find More Information 144 Index to Consolidated Financial Statements F- 1 You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. i ABOUT THIS PROSPECTUS Unless the context otherwise requires or as otherwise noted, we use the terms "GRI," "Company," "we," "us" and "our" in this prospectus to refer to GRI Bio, Inc. (formerly Vallon Pharmaceuticals, Inc.) and its subsidiaries taken as a whole. We have not, and the placement agent has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. The information provided in this prospectus contains statistical data and estimates, including those relating to market size and competitive position of the markets in which we participate, that we obtai

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View this S-1/A filing on SEC EDGAR