[8-K] GRI Bio, Inc. Reports Material Event

Rhea-AI Filing Summary

GRI Bio, Inc. reported results from its August 13, 2025 virtual Annual Meeting. Stockholders approved an amendment to the Amended and Restated 2018 Equity Incentive Plan, increasing the number of shares reserved for issuance by 400,000 shares. The company noted 2,496,800 shares issued and outstanding as of the July 8, 2025 record date and a quorum of 1,090,373 shares (approximately 43.67%) was present or represented.

At the meeting the board nominees Roelof Rongen and Camilla V. Simpson were elected with 63,031 and 63,581 votes for, respectively, and the appointment of WithumSmith+Brown, PC as independent registered public accounting firm for fiscal 2025 was ratified with 1,072,167 votes for. Exhibit 10.1 contains the amended equity incentive plan text.

Positive

• Equity plan increase approved: Shareholders authorized an increase of 400,000 shares under the Amended and Restated 2018 Equity Incentive Plan.
• Directors elected: Roelof Rongen and Camilla V. Simpson were elected as Class II directors with 63,031 and 63,581 votes for, respectively.
• Auditor ratified: WithumSmith+Brown, PC was ratified as the independent registered public accounting firm with 1,072,167 votes for.

Negative

• Large broker non-votes: 1,023,943 broker non-votes were recorded on director and plan proposals, limiting active beneficial-owner voting on key matters.
• Relatively low in-person/proxy participation: A quorum represented approximately 43.67% of outstanding shares (1,090,373 of 2,496,800), indicating modest shareholder engagement at the meeting.
• Plan amendment vote totals small relative to outstanding shares: The Plan amendment passed with 48,362 votes for versus 17,889 against, with broker non-votes comprising the majority of outstanding shares.

Insights

Financial Analyst

TL;DR: Shareholders approved a 400,000-share increase to the equity incentive pool; director slate and auditor ratified with substantial broker non-votes.

The amendment to the equity incentive plan increases the shares available for awards by 400,000, a company-disclosed change that may affect future dilution and compensation expense when awards are granted. Voting tallies show large broker non-votes (1,023,943) on director and plan matters, meaning most votes were cast by brokers rather than beneficial owners. The auditor ratification received strong support (1,072,167 for). These outcomes are routine corporate governance actions; the direct financial impact depends on future grant activity and award terms found in Exhibit 10.1.

Corporate Governance Expert

TL;DR: Routine annual meeting business passed; low active voting by beneficial holders contrasted with high broker non-votes.

The election of two Class II directors passed with 63,031 and 63,581 votes for, respectively, while proxy records show 1,023,943 broker non-votes on those matters, indicating limited affirmative voting activity by record holders at the meeting. The equity plan amendment passed by the votes cast (48,362 for, 17,889 against) but the prevalence of broker non-votes could be relevant to assessing shareholder engagement. The filing includes Exhibit 10.1 for the amended plan text for review of grant terms and potential dilution mechanics.

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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): August 13, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 13, 2025, at 11:00 a.m. Eastern Time, GRI Bio, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually at www.virtualshareholdermeeting.com/GRI2025. The Company’s stockholders voted to approve an amendment to the Company’s Amended and Restated 2018 Equity Incentive Plan (the “Plan”), increasing the number of shares of common stock reserved for issuance thereunder by 400,000 shares.

The Plan is described in further detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on July 11, 2025 (the “Proxy Statement”), as amended and supplemented to date, which description is incorporated herein by reference. The complete text of the Plan is set forth in Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The information set forth in Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference. Of the Company’s 2,496,800 shares of common stock issued and outstanding and eligible to vote as of the record date of July 8, 2025, a quorum of 1,090,373 shares, or approximately 43.67% of the eligible shares, was present in person or represented by proxy at the Annual Meeting. Each of the matters set forth below is described in detail in the Company’s Proxy Statement. The following actions were taken at the Annual Meeting:

Proposal 1

Election of the following nominees to the Company's Board of Directors, each to serve as Class II directors until the Company’s 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

			Votes For						Votes Against						Votes Abstained						Broker Non-Votes
Roelof Rongen			63,031						3,068						331						1,023,943
Camilla V. Simpson, M.Sc			63,581						2,519						330						1,023,943

Proposal 2

Ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
1,072,167						16,553						1,653						—

Proposal 3

Approval of an amendment to the Company’s Amended and Restated 2018 Equity Incentive Plan to increase the aggregate number of shares of common stock available for issuance thereunder by 400,000.

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
48,362						17,889						179						1,023,943

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1#						GRI Bio, Inc. Amended and Restated 2018 Equity Incentive Plan, as Amended.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Management compensation contract or arrangement.

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: August 13, 2025

GRI BIO, INC.

By:

/s/ Leanne Kelly

Name:

Leanne Kelly

Title:

Chief Financial Officer

FAQ

What did GRI Bio (GRI) shareholders approve at the August 13, 2025 Annual Meeting?

Shareholders approved an amendment to the Amended and Restated 2018 Equity Incentive Plan increasing the shares reserved for issuance by 400,000 shares.

How many GRI shares were outstanding and what quorum was reached?

The company reported 2,496,800 shares issued and outstanding as of the July 8, 2025 record date and a quorum of 1,090,373 shares (about 43.67%) was present or represented.

Who was elected to GRI Bio's board at the 2025 Annual Meeting?

Roelof Rongen and Camilla V. Simpson, M.Sc were elected as Class II directors with 63,031 and 63,581 votes for, respectively.

Was GRI Bio's independent auditor ratified for 2025?

Yes. WithumSmith+Brown, PC was ratified as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025 with 1,072,167 votes for.

Where can I find the full text of the amended equity incentive plan?

The complete text of the amended Amended and Restated 2018 Equity Incentive Plan is filed as Exhibit 10.1 to this Current Report.