GRI Bio (NASDAQ: GRI) plans 1-for-28 reverse stock split in January

Rhea-AI Filing Summary

GRI Bio, Inc. approved a 1-for-28 reverse stock split of its common stock through a certificate of amendment to its Delaware charter. The split becomes effective at 4:01 p.m. Eastern Time on January 23, 2026, with the stock expected to begin trading on a post-split basis on The Nasdaq Capital Market on January 26, 2026.

At the effective time, every 28 issued and outstanding common shares will automatically convert into 1 share, with no change to the par value. The company will also make proportional adjustments to the exercise prices and share amounts for all outstanding stock options, warrants, convertible securities, and shares under its stock incentive plans, while keeping the total number of authorized common shares unchanged.

Shareholders who would otherwise receive fractional shares will instead get a cash payment equal to the fraction multiplied by the closing sale price of the common stock on January 23, 2026, adjusted for the reverse split. The common stock will continue to trade on Nasdaq under the symbol “GRI”.

Insights

Equity analyst

GRI Bio is consolidating shares 1-for-28 with no change in authorization.

GRI Bio is implementing a 1-for-28 reverse stock split of its common stock, effective at 4:01 p.m. Eastern Time on January 23, 2026. This will reduce the number of issued and outstanding shares while keeping the par value and total authorized common shares the same. All existing stock options, warrants, convertible securities, and plan shares will be adjusted proportionately so their economic terms remain aligned with the new share count.

Holders who would otherwise receive fractional shares will be paid cash based on the closing sale price on January 23, 2026, adjusted for the split. The stock will continue trading on The Nasdaq Capital Market under the symbol GRI, with post-split trading expected to begin on January 26, 2026. The overall impact for investors centers on the reduced share count and corresponding higher per-share price, without an immediate change to the company’s total equity value.

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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): January 21, 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 3.03 Material Modifications to Rights of Security Holders.

To the extent required by Item 3.03, the disclosure set forth in Item 5.03 is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 21, 2026, GRI Bio, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment (the “Certificate of Amendment”) to its amended and restated certificate of incorporation, as amended, to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-28 (the “Reverse Stock Split”). Pursuant to the Certificate of Amendment, the Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on January 23, 2026 (the “Effective Time”) and shares of the Company’s Common Stock are expected to begin trading on a post-split basis at the open of trading on The Nasdaq Capital Market on January 26, 2026. At the Effective Time, every twenty-eight (28) shares of the Company’s issued and outstanding shares of Common Stock will be automatically converted into one (1) share of Common Stock, without any change in the par value per share. In addition, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, warrants and convertible securities, and to the number of shares issued and issuable under the Company’s stock incentive plans. No change will be made to the number of shares of Common Stock authorized under the Company’s amended and restated certificate of incorporation. Any stockholder who would otherwise be entitled to a fractional share of Common Stock created as a result of the Reverse Stock Split is entitled to receive a cash payment in lieu thereof equal to the fractional share to which the stockholder would otherwise be entitled multiplied by the closing sale price of a share of Common Stock on The Nasdaq Capital Market on January 23, 2026, as adjusted for the Reverse Stock Split.

Following the Reverse Stock Split, the shares of Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “GRI.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 3622AW 502.

The summary of the Certificate of Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 of this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Information.

On January 21, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is filed as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of GRI Bio, Inc.
99.1						Press Release issued by GRI Bio, Inc., dated January 21, 2026.
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: January 21, 2026						GRI Bio, Inc.
						By: /s/ Leanne Kelly
						Leanne Kelly
						Chief Financial Officer

FAQ

What did GRI Bio (GRI) announce regarding its common stock?

GRI Bio approved a 1-for-28 reverse stock split of its common stock through a certificate of amendment to its amended and restated certificate of incorporation.

When does the GRI Bio 1-for-28 reverse stock split take effect?

The reverse stock split becomes effective at 4:01 p.m. Eastern Time on January 23, 2026, with post-split trading on The Nasdaq Capital Market expected to begin on January 26, 2026.

How will GRI Bio (GRI) shares be converted in the reverse stock split?

At the effective time, every 28 issued and outstanding shares of GRI Bio common stock will automatically convert into 1 share of common stock, with no change in par value.

What happens to GRI Bio options, warrants, and convertible securities after the split?

GRI Bio will make proportionate adjustments to the per-share exercise prices and the number of shares issuable upon exercise or conversion of all outstanding stock options, warrants, convertible securities, and shares under its stock incentive plans.

Will the number of authorized GRI Bio common shares change with the reverse split?

No. The reverse stock split does not change the number of authorized shares of common stock under GRI Bio’s amended and restated certificate of incorporation.

How will GRI Bio (GRI) handle fractional shares created by the reverse split?

Any stockholder entitled to a fractional share will receive a cash payment equal to the fractional share multiplied by the closing sale price of GRI Bio common stock on January 23, 2026, adjusted for the reverse split.

Will GRI Bio’s trading symbol change after the reverse stock split?

No. After the reverse stock split, GRI Bio’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “GRI”.