GRI Bio (NASDAQ: GRI) completes best efforts offering, equity above $2.5 million

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

Completion of a best efforts offering coincides with GRI Bio reporting stockholders’ equity above $2.5 million.

GRI Bio describes a completed best efforts public offering involving common stock, pre-funded warrants and Series F warrants. In a best efforts structure, intermediaries seek to place as much of the offering as they can, rather than committing to buy the entire deal themselves. The company highlights this transaction through a press release that is incorporated by reference as an exhibit.

Immediately after completion of the offering, GRI Bio reports stockholders’ equity in excess of $2.5 million. Stockholders’ equity is the residual value of a company’s assets after liabilities, so a higher figure generally reflects a stronger balance sheet position. The exact amount of equity above this threshold and any broader effects would be assessed using the company’s full financial statements and disclosures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2025

GRI BIO, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40034

82-4369909

(State or other jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of incorporation)

2223 Avenida de la Playa, #208

La Jolla, CA 92037

(Address of principal executive offices and zip code)

(619) 400-1170

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

GRI

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Press Release

On December 12, 2025, GRI Bio, Inc. (the “Company”) issued a press release announcing the closing of a best efforts public offering (the “Offering”) of the Company’s common stock, pre-funded warrants to purchase common stock and Series F warrants to purchase common stock. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Stockholders’ Equity

Immediately following and as of the completion of the Offering, the stockholders' equity of the Company exceeds $2.5 million.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
99.1						Press Release dated December 12, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: December 12, 2025			GRI BIO, INC.
			By:			/s/ Leanne Kelly
			Name:			Leanne Kelly
			Title:			Chief Financial Officer

FAQ

What did GRI Bio (GRI) disclose on December 12, 2025?

The company disclosed that it issued a press release announcing the closing of a best efforts public offering of its common stock, pre-funded warrants and Series F warrants.

What types of securities were included in GRI Bio’s best efforts public offering?

The offering included common stock, pre-funded warrants to purchase common stock and Series F warrants to purchase common stock.

How did the offering affect GRI Bio’s stockholders’ equity?

GRI Bio states that immediately following completion of the offering, its stockholders’ equity exceeds $2.5 million.

What exhibit accompanied GRI Bio’s disclosure about the offering?

A press release dated December 12, 2025 describing the offering was filed as Exhibit 99.1.

Where is GRI Bio’s principal executive office located?

GRI Bio’s principal executive office is located at 2223 Avenida de la Playa, #208, La Jolla, CA 92037.