GRI Bio Announces Pricing of $8,000,000 Million Public Offering

Rhea-AI Summary

GRI Bio (NASDAQ: GRI) priced a best efforts public offering of 10,666,667 common shares (or equivalents) and accompanying Series F warrants at a combined public offering price of $0.75 per share with attached warrant. The Series F Warrants have a $0.75 exercise price, are exercisable immediately and expire five years after issuance. Closing is expected on or about December 12, 2025. Gross proceeds are expected to be approximately $8,000,000, with potential additional proceeds of approximately $8,000,000 if warrants are fully exercised. Proceeds are intended for product candidate development, working capital and general corporate purposes. The offering is made under an effective Form S-1 declared by the SEC on December 11, 2025.

Positive

• Gross proceeds expected of approximately $8,000,000
• Potential additional cash of approximately $8,000,000 if warrants exercised
• Warrants exercisable immediately on issuance

Negative

• 10,666,667 common shares offered, creating dilution risk
• 10,666,667 Series F Warrants could add dilution if exercised
• Offering priced at $0.75 per share before fees

Key Figures

Shares offered 10,666,667 shares Common stock (or equivalents) in Dec 2025 public offering

Series F warrants 10,666,667 warrants Series F warrants to purchase common stock

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

Warrant exercise price $0.75 per share Series F warrant exercise price, immediately exercisable

Warrant term 5 years Series F warrants expire on five-year anniversary of issuance

Gross proceeds approximately $8,000,000 million Aggregate gross proceeds before fees from public offering

Potential warrant proceeds approximately $8,000,000 million Additional gross proceeds if Series F warrants fully exercised

Form S-1 file number 333-291999 Registration statement for this offering declared effective Dec 11, 2025

Market Reality Check

$0.5280 Last Close

Volume Volume 975,416 is 1.41x the 20-day average, indicating elevated trading interest pre-offering. normal

Technical Price at $1.21, trading below 200-day MA of $2.25 and 92.85% under 52-week high.

Peers on Argus 3 Up 1 Down

GRI was down with elevated volume, while momentum peers were mixed: PALI and others up, APVO down, suggesting stock-specific factors around the offering rather than a broad biotech move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 10	Clinical topline data	Positive	-12.9%	Phase 2a IPF topline data met primary safety endpoint with biomarker signals.
Sep 11	Interim trial update	Positive	+31.4%	Encouraging 6-week IPF lung function and biomarker data with no safety issues.
Sep 03	Conference participation	Neutral	+4.3%	Planned presentation and investor meetings at H.C. Wainwright conference.
Aug 14	Webinar presentation	Neutral	+10.8%	Participation in Webull biotech/medtech investor webinar series.
Jul 31	Investor presentation	Positive	-37.6%	CEO discussion of recently announced 6-week interim biomarker data in IPF.

Pattern Detected

News has produced mixed reactions: positive clinical and corporate events sometimes saw sharp declines, indicating inconsistent alignment between fundamentals and price.

Recent Company History

Over the last six months, GRI reported multiple IPF trial updates and investor outreach. Positive Phase 2a topline data on Dec 10 saw a -12.95% move, while earlier interim data on Sep 11 drove a 31.41% gain. Conference and webinar participation in August–September coincided with modest to strong gains. A July investor segment tied to interim biomarker data saw a -37.56% reaction. Against this backdrop, the new public offering follows a period of volatile responses to clinical milestones.

Market Pulse Summary

The stock dropped -56.5% in the session following this news. A negative reaction despite recent positive clinical data fits the pattern seen around prior offerings. In April 2025, two financing announcements led to moves of -36.88% and -13.77%. This new deal, adding 10,666,667 shares and an equal number of $0.75 warrants, increases potential dilution at a time when the stock already traded 92.85% below its 52-week high, which could reinforce selling pressure.

Key Terms

best efforts public offering financial

"announced the pricing of a best efforts public offering of an aggregate"

A best efforts public offering is a way a company sells new shares or bonds where the broker or bank agrees to try to sell as many securities as possible but does not promise to buy any unsold portion. Think of it like a salesperson taking items on consignment: they will work to sell them, but the seller bears the risk if some remain unsold. For investors, this matters because it can signal weaker demand and greater uncertainty about how many securities will actually be placed and how the price may move.

warrants financial

"and 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 will 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.

registration statement on Form S-1 regulatory

"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 is being made only by means of a prospectus forming part"

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.

AI-generated analysis. Not financial advice.

LA JOLLA, CA, Dec. 11, 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 pricing of a best efforts public offering of an aggregate of 10,666,667 shares of its common stock (or common stock equivalents in lieu thereof) and 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 will have an exercise price of $0.75 per share and will be exercisable immediately upon issuance. The Series F Warrants will expire on the five-year anniversary of the initial issuance date. The closing of the offering is expected to occur on or about December 12, 2025, subject to the satisfaction of customary closing conditions.

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

The aggregate gross proceeds to the Company from the offering are expected to be approximately $8,000,000 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 $8,000,000 million. No assurance can be given that any of the Series F 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 are being 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 is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov and a final prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC's website at http://www.sec.gov and may also be obtained, when available, 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 Natural Killer T (“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 (“dNKT”) 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 completion of the offering; the satisfaction of customary closing conditions related to the offering; the anticipated use of proceeds therefrom; the exercise of the Series F Warrants prior to their expiration; 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 any implication that the data or results observed in preclinical trials or earlier studies, topline or interim data or trials will be indicative of results of later studies or clinical trials or final data. 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) the inability to maintain the listing of the Company’s common stock on The Nasdaq Capital Market and to comply with applicable listing requirements; (2) changes in applicable laws or regulations; (3) the inability of the Company to raise financing in the future; (4) the success, cost and timing of the Company’s product development activities; (5) 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; (6) the inability of the Company to identify, in-license or acquire additional technology; (7) 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; (8) 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; (9) the failure to achieve any milestones or receive any milestone payments under any agreements; (10) inaccuracy in the Company’s estimates regarding expenses, future revenue, capital requirements and needs for and the ability to obtain additional financing; (11) the Company’s ability to protect and enforce its intellectual property portfolio, including any newly issued patents and its ability to obtain any expected patent term extensions, adjustments, exclusivities or disclaimers; and (12) other risks and uncertainties indicated from time to time in the Company’s filings with the U.S. Securities and Exchange Commission (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 Bio (GRI) announce on December 11, 2025?

GRI Bio priced a best efforts offering of 10,666,667 shares and Series F warrants at $0.75 per share, with expected gross proceeds of about $8.0M.

When will the GRI Bio public offering close and under what condition?

The closing is expected on or about December 12, 2025, subject to customary closing conditions.

What are the terms of the Series F warrants in the GRI offering?

Series F Warrants have a $0.75 exercise price, are exercisable immediately, and expire five years after issuance.

How much additional capital could GRI Bio raise if Series F warrants are exercised?

If fully exercised for cash, Series F Warrants could provide approximately $8.0M in additional gross proceeds.

How does GRI Bio intend to use proceeds from the December 2025 offering?

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

Where can investors find the GRI Bio offering prospectus and registration details?

The offering is made under an effective Form S-1 (File No. 333-291999) declared effective December 11, 2025; the prospectus will be available on the SEC website.