GRI Bio SEC Filings

GRI Bio, Inc. received formal notice from Nasdaq that it has conditionally regained compliance with the stockholders’ equity listing standard. For companies on the Nasdaq Capital Market with a market value under $35 million and annual net income under $500,000, Nasdaq Listing Rule 5550(b)(1) requires at least $2.5 million in stockholders’ equity.

The company had previously been notified that it was out of compliance based on its Form 10-Q for the quarter ended September 30, 2025. Nasdaq’s latest notice removes the immediate delisting risk, but it warns that if GRI Bio does not continue to meet the equity requirement in future Exchange Act reports, its common stock may again face possible delisting.

GRI Bio, Inc. reported that stockholders approved a reverse stock split authorization at a Special Meeting. The board may implement a split of the common stock at any ratio between one-for-two and one-for-thirty, without changing the number of authorized shares, and may also decide not to proceed even though the authority was granted. Stockholders also approved a proposal allowing postponement or adjournment of the meeting to gather more proxies if needed.

The company disclosed that it previously received a Nasdaq notice on November 26, 2025 for not meeting the minimum stockholders’ equity requirement of $2,500,000. On December 12, 2025 it completed a best efforts public offering of 2,603,331 shares of common stock, 8,063,336 pre-funded warrants, and 10,666,667 Series F warrants, generating gross cash proceeds of about $8.0 million. As a result, the company believes its stockholders’ equity now exceeds the Nasdaq minimum, though Nasdaq will continue to monitor compliance and could still delist the stock if future reports do not show sufficient equity.

GRI Bio, Inc. disclosed that it has increased the maximum amount of common stock that may be issued under its at-the-market offering program with H.C. Wainwright & Co., LLC to up to $7,379,813 of shares. The company notes this figure is in addition to approximately $6,165,114 of shares that have already been sold under the existing sales agreement. Certain provisions of a Securities Purchase Agreement dated December 11, 2025 were waived to permit issuances under this at-the-market arrangement, and a legal opinion from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding the validity of the shares was filed as an exhibit.

GRI Bio, Inc. is updating its at-the-market equity program to offer and sell up to $7,379,813 of common stock from time to time through H.C. Wainwright & Co. as sales agent under an existing sales agreement. This supplements earlier prospectus supplements and adjusts the amount the company may sell while remaining within the one-third public float limit set by General Instruction I.B.6 of Form S-3. The company notes that approximately $6,165,114 of common stock has already been sold under prior supplements, and that its public float was about $29.8 million based on 13,935,394 shares outstanding as of January 8, 2026. The common stock trades on the Nasdaq Capital Market under the symbol GRI, with a last reported sale price of $0.284 per share on January 8, 2026.

GRI Bio, Inc. reported that it has issued a press release sharing additional data from its Phase 2a clinical trial of GRI-0621 in patients with idiopathic pulmonary fibrosis, a serious lung disease. The filing does not describe the details or outcomes of the new data, only that they were announced.

The company also noted that, following a public offering completed in December 2025, it believes its stockholders’ equity is now above the minimum $2.5 million requirement set by Nasdaq. This suggests the company currently expects to meet the exchange’s stockholders’ equity standard for continued listing.

GRI Bio, Inc. reported that it issued a press release announcing the closing of a best efforts public offering of its common stock, pre-funded warrants to purchase common stock and Series F warrants to purchase common stock.

Immediately following completion of this offering, the company states that its stockholders’ equity exceeds $2.5 million, meaning its net assets are above this level after the transaction.

GRI Bio, Inc. is conducting a public offering of 2,603,331 shares of common stock and 8,063,336 pre-funded warrants, each paired with a Series F warrant, plus 746,667 placement agent warrants. Each share of common stock is sold with a Series F warrant at a combined price of $0.75, while each pre-funded warrant and accompanying Series F warrant is priced at $0.7499, for total gross proceeds of $8,000,000 and estimated net proceeds of about $6.7 million.

The company will use the cash for working capital, product development and general corporate purposes, while accepting dilution that could increase common shares outstanding from 3,268,727 to 13,935,394 before any warrant exercises. GRI Bio remains a clinical-stage biotech focused on its lead IPF candidate GRI-0621, but has a history of net losses, a going concern warning, and a Nasdaq stockholders’ equity deficiency notice, so it anticipates needing substantial additional capital beyond this raise.

GRI Bio, Inc. commenced a best efforts public offering of 2,603,331 shares of common stock, 8,063,336 pre-funded warrants and 10,666,667 Series F warrants, with each share or pre-funded warrant sold together with one Series F warrant. The combined price is $0.75 per share and Series F warrant, and $0.7499 per pre-funded warrant and Series F warrant. The company expects approximately $6.7 million in net proceeds.

GRI Bio plans to use the cash for working capital, product candidate development and general corporate purposes, and believes this funding, together with existing cash and cash equivalents, will support planned operations into the fourth quarter of 2026. The pre-funded warrants are exercisable at $0.0001 per share until fully exercised, while the Series F warrants are exercisable at $0.75 per share and expire on December 12, 2030, subject to 4.99% or 9.99% beneficial ownership limits and customary offering and financing restrictions.

GRI Bio, Inc., a Delaware-based biotechnology company headquartered in La Jolla, California, filed Amendment No. 1 to its Form S-1 registration statement. This amendment is described as an exhibits-only filing, meaning it primarily updates and compiles legal and contractual documents without changing the main disclosure sections. The exhibit list includes various forms of common stock purchase warrants, pre-funded warrants, Series F warrants, a form of securities purchase agreement, an updated engagement letter with H.C. Wainwright & Co., an equity incentive plan and related award agreements, key employment and consulting agreements, consents, and the filing fee table. The amendment is signed on behalf of the company by President and Chief Executive Officer W. Marc Hertz, Ph.D., and other directors and officers.