GRI Bio (NASDAQ: GRI) conditionally back in line with Nasdaq equity rule

Rhea-AI Filing Summary

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.

Positive

• Nasdaq confirms conditional compliance restored: GRI Bio has conditionally regained compliance with Nasdaq Listing Rule 5550(b)(1), removing immediate delisting risk tied to the stockholders’ equity requirement of $2.5 million.

Negative

• Ongoing delisting risk remains: Nasdaq’s notice is conditional, and if future Exchange Act reports show stockholders’ equity below the required $2.5 million, GRI Bio’s common stock may again be subject to delisting.

Insights

Equity and Listing Standards Analyst

GRI Bio has conditionally regained Nasdaq equity compliance, easing near-term delisting risk.

Nasdaq informed GRI Bio that it now conditionally complies with Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity for certain smaller issuers. This reverses a prior notice, based on the Form 10-Q for the quarter ended September 30, 2025, that the company had fallen below that standard.

The change reduces immediate concern that the common stock could be delisted from the Nasdaq Capital Market, an outcome that can affect liquidity and investor access. However, Nasdaq’s determination is explicitly conditional: if future Exchange Act reports again show stockholders’ equity below the required level, the shares may once more be subject to delisting proceedings.

For investors, the key factor now is whether upcoming periodic reports continue to show stockholders’ equity at or above $2.5 million. The company’s ability to maintain this threshold over successive reporting periods will determine whether the current improvement in listing status is durable.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Understanding 8-K Material Events →

FALSE000182429300018242932026-01-152026-01-15

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): January 15, 2026

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, Suite 208

La Jolla, CA 92037

(Address of principal executive offices and zip code)

(619) 400-1170

(Registrant’s telephone number, including area code)

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 15, 2026, GRI Bio, Inc. (the “Company”) was formally notified by the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Staff has determined that the Company has conditionally regained compliance with the equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) which requires that companies listed on the Nasdaq Capital Market with a market value of less than $35 million and annual net income of less than $500,000 maintain stockholders’ equity of at least $2.5 million (the “Stockholders’ Equity Requirement”). As previously reported on the Company’s Current Report on Form 8-K filed on December 2, 2025, the Company had received a letter from the Staff notifying the Company that it was not in compliance with the Stockholders’ Equity Requirement based on the information provided in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. Should the Company fail to demonstrate compliance with the Stockholders’ Equity Requirement in future Exchange Act reports, shares of the Company’s common stock may again be subject to delisting.

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: January 16, 2026						GRI Bio, Inc.
						By: /s/ Leanne Kelly
						Leanne Kelly
						Chief Financial Officer

FAQ

What did GRI Bio (GRI) disclose about its Nasdaq listing status?

GRI Bio reported that Nasdaq’s Listing Qualifications Staff notified the company on January 15, 2026 that it has conditionally regained compliance with the Nasdaq Capital Market stockholders’ equity listing requirement.

Which Nasdaq rule is GRI Bio now conditionally in compliance with?

The company is conditionally in compliance with Nasdaq Listing Rule 5550(b)(1), which applies to Nasdaq Capital Market companies meeting certain market value and net income thresholds.

What stockholders’ equity level does Nasdaq Listing Rule 5550(b)(1) require?

Nasdaq Listing Rule 5550(b)(1) requires affected companies to maintain at least $2.5 million in stockholders’ equity if their market value is less than $35 million and annual net income is less than $500,000.

Why was GRI Bio previously out of compliance with Nasdaq requirements?

Nasdaq had previously notified GRI Bio, based on its Form 10-Q for the quarter ended September 30, 2025, that it was not in compliance with the stockholders’ equity requirement under Rule 5550(b)(1).

Does this filing mean the delisting risk for GRI Bio is gone?

The immediate delisting risk has been reduced because GRI Bio has conditionally regained compliance, but Nasdaq warns that if future Exchange Act reports show non-compliance with the stockholders’ equity requirement, the common stock may again be subject to delisting.

What could trigger future delisting concerns for GRI Bio’s stock?

If GRI Bio fails to demonstrate compliance with the $2.5 million stockholders’ equity requirement in future Exchange Act reports, Nasdaq may again consider delisting its common stock from the Nasdaq Capital Market.