GRI Bio (NASDAQ: GRI) approves reverse split to support Nasdaq equity

Rhea-AI Filing Summary

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.

Positive

• Raised approximately $8.0 million in gross cash proceeds through a best efforts public offering, after which the company believes its stockholders’ equity exceeds Nasdaq’s $2,500,000 minimum requirement.

Negative

• Previously failed to meet Nasdaq’s minimum stockholders’ equity rule and remains subject to ongoing monitoring, with potential delisting if future periodic reports do not evidence compliance.

Insights

Equity & listing analyst

GRI Bio gained flexibility on share structure and addressed a Nasdaq equity shortfall, but listing risk remains.

GRI Bio, Inc. obtained shareholder approval for a reverse stock split in a wide range from one-for-two to one-for-thirty, with the board retaining discretion on the final ratio and on whether to implement it. This tool can change the share price and share count mechanics but does not itself raise capital; its use will depend on future board decisions.

The company disclosed a prior Nasdaq notice for failing the $2,500,000 stockholders’ equity requirement, then completed a best efforts public offering on December 12, 2025 for gross cash proceeds of about $8.0 million. That transaction involved 2,603,331 shares of common stock, 8,063,336 pre-funded warrants, and 10,666,667 Series F warrants. The company now believes equity exceeds the Nasdaq minimum, but Nasdaq will keep monitoring, and the text notes that the company may face delisting if a future periodic report does not show continued compliance.

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 5.07 Submission of Matters to a Vote of Security Holders

On January 15, 2026 at 9:00 a.m. Eastern Time, GRI Bio, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting") virtually at www.virtualshareholdermeeting.com/GRI2026SM. Of the Company’s 10,121,060 shares of common stock issued and outstanding and eligible to vote as of the record date of December 19, 2025 a quorum of 4,874,725 shares, or approximately 48.16% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on December 29, 2025. The following actions were taken at the Special Meeting:

Proposal 1

The proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock at a ratio within the range of not less than one-for-two and not more than one-for-thirty, with the exact ratio to be set within this range by the Company's board of directors (the "Board") in its sole discretion (without reducing the authorized number of shares of Company common stock) and with the Board able to elect to abandon such proposed amendment and not effect the reverse stock split authorized by the Company's stockholders in its sole discretion, was approved by a majority of the votes cast by Company stockholders at the Special Meeting.

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
4,218,643						652,223						3,859						—

Proposal 2

The proposal to approve a postponement or adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1, was approved by a majority of the votes cast by Company stockholders at the Special Meeting.

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
4,168,001						685,484						21,240						—

Item 8.01 Other Events.

On November 26, 2025, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market based on the information provided in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. Nasdaq Listing Rule 5550(b)(1) requires that companies listed on The Nasdaq Capital Market with a market value of listed securities of less than $35,000,000 and annual net income of less than $500,000 maintain stockholders’ equity of at least $2,500,000.

On December 12, 2025, the Company completed a best efforts public offering (the “Offering”) of an aggregate of (i) 2,603,331 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company, (ii) 8,063,336 pre-funded warrants to purchase up to 8,063,336 shares of Common Stock, and (iii) 10,666,667 Series F warrants to purchase up to 10,666,667 shares of Common Stock, for a gross cash proceeds of approximately $8.0 million.

As a result of the Offering and as of the date of this Current Report on Form 8-K, the Company believes its stockholders’ equity is in excess of the minimum $2,500,000 Nasdaq requirement. Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may 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 15, 2026						GRI Bio, Inc.
						By: /s/ Leanne Kelly
						Leanne Kelly
						Chief Financial Officer

FAQ

What did GRI Bio (GRI) stockholders approve at the Special Meeting?

Stockholders approved an amendment to GRI Bio’s certificate of incorporation authorizing a reverse stock split of the common stock at any ratio from one-for-two to one-for-thirty, with the exact ratio and decision to proceed left to the board of directors. They also approved a proposal allowing postponement or adjournment of the meeting to solicit additional proxies if needed for the reverse split approval.

What was the quorum and voting base for GRI Bio’s Special Meeting?

GRI Bio reported 10,121,060 shares of common stock issued, outstanding, and eligible to vote as of the December 19, 2025 record date. A quorum of 4,874,725 shares, or about 48.16% of eligible shares, was present or represented by proxy at the Special Meeting.

Why did Nasdaq send GRI Bio (GRI) a non-compliance notice?

On November 26, 2025, Nasdaq notified GRI Bio that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Under Nasdaq Listing Rule 5550(b)(1), companies with a market value of listed securities under $35,000,000 and annual net income under $500,000 must maintain stockholders’ equity of at least $2,500,000.

What were the key terms of GRI Bio’s December 2025 offering?

On December 12, 2025, GRI Bio completed a best efforts public offering consisting of 2,603,331 shares of common stock, 8,063,336 pre-funded warrants to purchase up to 8,063,336 shares of common stock, and 10,666,667 Series F warrants to purchase up to 10,666,667 shares of common stock, generating gross cash proceeds of approximately $8.0 million.

Is GRI Bio now meeting Nasdaq’s stockholders’ equity requirement?

GRI Bio states that, as a result of the December 12, 2025 offering, it believes its stockholders’ equity is now above Nasdaq’s $2,500,000 minimum. However, Nasdaq will continue to monitor compliance, and if a future periodic report does not show sufficient equity, the company may be subject to delisting.

Can GRI Bio’s board decide not to carry out the approved reverse stock split?

Yes. Although stockholders authorized a reverse stock split within a one-for-two to one-for-thirty range, the board of directors has sole discretion to select the ratio and may also elect to abandon the amendment and not implement the reverse stock split.