GRI Bio Announces Closing of $8.0 Million Public Offering

Rhea-AI Summary

GRI Bio (NASDAQ: GRI) closed a public offering on Dec 12, 2025 of 10,666,667 common shares (or equivalents) with accompanying Series F warrants at a combined public offering price of $0.75 per share and warrant.

Aggregate gross proceeds to the company were approximately $8.0 million before placement agent fees and offering expenses. The Series F warrants are exercisable immediately at $0.75 per share, expire five years after issuance, and could generate approximately $8.0 million additional gross proceeds if fully exercised. H.C. Wainwright acted as exclusive placement agent. The company intends to use net proceeds for product candidate development, working capital and general corporate purposes. The offering was made under an S-1 declared effective by the SEC on Dec 11, 2025.

Positive

• Gross proceeds of approximately $8.0 million
• Series F warrants exercisable immediately, providing potential ~$8.0M additional cash if fully exercised
• Offering completed under an S-1 declared effective Dec 11, 2025

Negative

• Issued 10,666,667 shares plus warrants may dilute existing shareholders
• Gross proceeds are before placement agent fees and offering expenses, reducing net raise

News Market Reaction

-10.04%

6 alerts

-10.04% News Effect

+11.6% Peak in 5 hr 3 min

-$204K Valuation Impact

$2M Market Cap

0.4x Rel. Volume

On the day this news was published, GRI declined 10.04%, reflecting a significant negative market reaction. Argus tracked a peak move of +11.6% during that session. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $204K from the company's valuation, bringing the market cap to $2M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $8.0 million Shares offered: 10,666,667 shares Series F warrants: 10,666,667 warrants +5 more

8 metrics

Gross proceeds $8.0 million Aggregate gross proceeds from the public offering before fees

Shares offered 10,666,667 shares Common stock (or equivalents) sold in public offering

Series F warrants 10,666,667 warrants Series F warrants issued alongside each share

Offering price $0.75 per share Combined price per share (or equivalent) and Series F warrant

Warrant exercise price $0.75 per share Exercise price of Series F warrants

Potential warrant proceeds $8.0 million Additional gross proceeds if Series F warrants fully exercised

Warrant term 5 years Series F warrants expire on fifth anniversary of issuance

Form S-1 file number File No. 333-291999 Registration statement declared effective on December 11, 2025

Market Reality Check

Price: $3.26 Vol: Volume 8,808,277 is 7.59x...

high vol

$3.26 Last Close

Volume Volume 8,808,277 is 7.59x the 20-day average of 1,161,081, highlighting heavy trading into the offering close. high

Technical Shares at $0.5269 are trading below the 200-day MA of $2.21, reflecting a weak longer-term trend.

Peers on Argus

GRI fell 56.45% while key peer ADTX appeared in momentum scanners moving up ~4.0...

1 Up

GRI fell 56.45% while key peer ADTX appeared in momentum scanners moving up ~4.02%. Other biotech peers showed mixed, smaller moves, pointing to a company-specific reaction.

Historical Context

5 past events · Latest: Dec 11 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 11	Equity offering pricing	Negative	-56.5%	Priced $8M offering with Series F warrants at $0.75 per unit.
Dec 10	Clinical trial data	Positive	-12.9%	Positive Phase 2a IPF topline data with safety endpoint met.
Sep 11	Clinical interim data	Positive	+31.4%	Encouraging 6-week interim IPF data with no FVC decline.
Sep 03	Conference participation	Neutral	+4.3%	Upcoming H.C. Wainwright conference presentation and investor meetings.
Aug 14	Conference participation	Neutral	+10.8%	Planned Webull Biotech/MedTech webinar presentation by management.

Pattern Detected

Financing announcements have repeatedly triggered large negative moves, while clinical and conference updates have seen more mixed but often positive reactions.

Recent Company History

Over the last six months, GRI has balanced clinical progress with recurring equity financings. Positive Phase 2a IPF data on Dec 10, 2025 coincided with a -12.95% move, while the April $5.0M offering series drove declines of -36.88% and -13.77%. The Dec 11, 2025 pricing of the current $8.0M offering saw a sharper -56.45% drop. Today’s closing announcement continues this financing sequence and follows prior warrant-heavy capital raises.

Market Pulse Summary

The stock dropped -10.0% in the session following this news. The decline reflects a recurring patter...

Analysis

The stock dropped -10.0% in the session following this news. The decline reflects a recurring pattern where GRI’s equity offerings, often paired with warrants, preceded sharp selloffs, such as moves of -36.88%, -13.77%, and -56.45% around prior financings. This announcement added another $8.0M raise and potential $8.0M from warrants, increasing dilution concerns against a small $3.96M market cap pre-news. Such structures have historically pressured the stock even alongside positive clinical updates.

Key Terms

warrants, exercise price, public offering, registration statement on Form S-1, +2 more

6 terms

warrants financial

"Series F warrants to purchase up to 10,666,667 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The Series F Warrants have an exercise price of $0.75 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

public offering financial

"announced the closing of its previously announced public offering of an aggregate"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

registration statement on Form S-1 regulatory

"offered pursuant to a registration statement on Form S-1 (File No. 333-291999)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"The offering was made only by means of a prospectus forming part of the effective"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

Securities and Exchange Commission regulatory

"which was declared effective by the Securities and Exchange Commission (the “SEC”)"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. Not financial advice.

LA JOLLA, CA, Dec. 12, 2025 (GLOBE NEWSWIRE) -- GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (“NKT”) cell modulators for the treatment of inflammatory, fibrotic and autoimmune diseases, today announced the closing of its previously announced public offering of an aggregate of 10,666,667 shares of its common stock (or common stock equivalents in lieu thereof), Series F warrants to purchase up to 10,666,667 shares of common stock (the "Series F Warrants"), at a combined public offering price of $0.75 per share (or per common stock equivalent in lieu thereof) and accompanying Series F Warrant. The Series F Warrants have an exercise price of $0.75 per share and are exercisable immediately upon issuance and will expire on the fifth anniversary of the initial issuance date.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering were approximately $8.0 million before deducting the placement agent's fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Series F Warrants, if fully exercised on a cash basis, will be approximately $8.0 million. No assurance can be given that any of the Series Warrants will be exercised. The Company intends to use the net proceeds from this offering for its product candidate development, working capital and general corporate purposes.

The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-291999), as amended, which was declared effective by the Securities and Exchange Commission (the "SEC") on December 11, 2025. The offering was made only by means of a prospectus forming part of the effective registration statement relating to the offering. Electronic copies of the final prospectus may be obtained on the SEC's website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About GRI Bio, Inc.

GRI Bio is a clinical-stage biopharmaceutical company focused on fundamentally changing the way inflammatory, fibrotic and autoimmune diseases are treated. GRI Bio’s therapies are designed to target the activity of NKT cells, which are key regulators earlier in the inflammatory cascade, to interrupt disease progression and restore the immune system to homeostasis. NKT cells are innate-like T cells that share properties of both NK and T cells and are a functional link between the innate and adaptive immune responses. Type I invariant NKT (“iNKT”) cells play a critical role in propagating the injury, inflammatory response, and fibrosis observed in inflammatory and fibrotic indications. GRI Bio’s lead program, GRI-0621, is an inhibitor of iNKT cell activity and is being developed as a novel oral therapeutic for the treatment of idiopathic pulmonary fibrosis, a serious disease with significant unmet need. The Company is also developing a pipeline of novel type 2 diverse NKT agonists for the treatment of systemic lupus erythematosus. Additionally, with a library of over 500 proprietary compounds, GRI Bio has the ability to fuel a growing pipeline.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions. These forward-looking statements are based on the Company’s current beliefs and expectations. Forward-looking statements include, but are not limited to, statements regarding: the anticipated use of proceeds from the offering; the exercise of the Series F Warrants prior to their expiration; the Company’s ability to maintain compliance with the Nasdaq listing requirements; the Company’s expectations with respect to development and commercialization of the Company’s product candidates; the timing of initiation or completion of clinical trials and availability of resulting data, the potential benefits and impact of the Company’s clinical trials and product candidates and any implication that the data or results observed in preclinical trials or earlier studies or trials will be indicative of results of later studies or clinical trials. Actual results may differ from the forward-looking statements expressed by the Company in this press release and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including, without limitation: (1) market and other conditions; (2) the inability to maintain the listing of the Company’s common stock on Nasdaq and to comply with applicable listing requirements; (3) changes in applicable laws or regulations; (4) the inability of the Company to raise financing in the future; (5) the success, cost and timing of the Company’s product development activities; (6) the inability of the Company to obtain and maintain regulatory clearance or approval for its respective products, and any related restrictions and limitations of any cleared or approved product; (7) the inability of the Company to identify, in-license or acquire additional technology; (8) the inability of the Company to compete with other companies currently marketing or engaged in the development of products and services that the Company is currently developing; (9) the size and growth potential of the markets for the Company’s products and services, and their respective ability to serve those markets, either alone or in partnership with others; (10) the failure to achieve any milestones or receive any milestone payments under any agreements; (11) inaccuracy in the Company’s estimates regarding expenses, future revenue, capital requirements and needs for and the ability to obtain additional financing; (12) the Company’s ability to protect and enforce its intellectual property portfolio, including any newly issued patents; and (13) other risks and uncertainties indicated from time to time in the Company’s filings with the SEC, including the risks and uncertainties described in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed with the SEC on March 14, 2025 and subsequently filed reports. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Investor Contact:
JTC Team, LLC
Jenene Thomas
(833) 475-8247
GRI@jtcir.com

FAQ

What did GRI (NASDAQ: GRI) announce on Dec 12, 2025 about its public offering?

GRI closed a public offering of 10,666,667 shares with Series F warrants at $0.75 per combined unit, raising approximately $8.0M gross.

How much additional cash could GRI raise if the Series F warrants are exercised?

If all Series F warrants are exercised for cash at $0.75 per share, the company could receive approximately $8.0M in additional gross proceeds.

What are the terms of the Series F warrants issued by GRI on Dec 12, 2025?

The Series F warrants have an exercise price of $0.75, are exercisable immediately, and expire five years from issuance.

How does GRI plan to use the net proceeds from the Dec 2025 offering?

GRI intends to use net proceeds for product candidate development, working capital, and general corporate purposes.

Who acted as placement agent for GRI's Dec 2025 offering and where was it registered?

H.C. Wainwright & Co. acted as exclusive placement agent and the offering was made under a Form S-1 declared effective by the SEC on Dec 11, 2025.