GRI Bio (GRI) expands at-the-market equity program to $60M capacity

Rhea-AI Filing Summary

GRI Bio, Inc. amended its at-the-market stock offering program with H.C. Wainwright & Co., increasing the potential aggregate offering price from $10,000,000 to up to an aggregate of $60,000,000 of common shares under its existing prospectus supplement.

The amendment, effective as of January 28, 2026, is supported by a new prospectus supplement filed on January 29, 2026 and related legal opinion from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Certain provisions of a December 11, 2025 Securities Purchase Agreement were waived to permit issuances under the updated at-the-market arrangement.

Insights

Capital markets analyst

GRI Bio expanded its at-the-market equity program from $10M to $60M.

GRI Bio increased the size of its existing at-the-market offering agreement with H.C. Wainwright & Co. from $10,000,000 to up to an aggregate of $60,000,000 in common stock, supported by a new prospectus supplement and legal opinion.

This structure allows shares to be issued gradually into the market through a sales agent, rather than in a single large deal. Actual equity issuance will depend on future company decisions and market conditions, while the waiver of provisions in the December 11, 2025 Securities Purchase Agreement clears technical hurdles to using this facility.

Subsequent disclosures in periodic reports can provide more detail on how much of this at-the-market capacity is actually used and the resulting share issuances and proceeds over time.

FALSE000182429300018242932026-01-292026-01-29

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 29, 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, #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 1.01 Entry into a Material Definitive Agreement.

As previously reported, on May 20, 2024, GRI Bio, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may from time to time issue and sell through Wainwright, acting as the Company’s sales agent, shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) (the “ATM Offering”). In connection therewith, on May 20, 2024, the Company filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement (File No. 333-279348), related to the ATM Offering.

On January 29, 2026, the Company entered into an Amendment No. 1 to At The Market Offering Agreement (the “Amendment”) with Wainwright, effective as of January 28, 2026, to increase the aggregate offering price of the Shares that the Company may sell in the ATM Offering from $10,000,000 to up to the dollar amount of Shares registered on the prospectus supplement pursuant to which the ATM Offering is being made. In connection with the Amendment, on January 29, 2026, the Company filed a prospectus supplement with the Commission to increase the maximum number of Shares issuable in the ATM Offering to up to an aggregate of $60,000,000. Certain provisions of that Securities Purchase Agreement, dated December 11, 2025, by and between the Company and the investor set forth therein have been waived to permit issuances pursuant to the Sales Agreement, as amended by the Amendment.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Attached hereto as Exhibit 5.1 to this Current Report is the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., relating to the legality of the issuance and sale of the Shares.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
5.1						Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
10.1						Amendment No. 1 to At The Market Offering Agreement, dated as of January 29, 2026, between GRI Bio, Inc. and H.C. Wainwright & Co., LLC
23.1						Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 5.1).
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 29, 2026

GRI BIO, INC.

By:

/s/ Leanne Kelly

Name:

Leanne Kelly

Title:

Chief Financial Officer

FAQ

What did GRI Bio (GRI) change in its at-the-market stock offering?

GRI Bio amended its at-the-market offering to increase capacity. The company raised the aggregate offering price it may sell through H.C. Wainwright & Co. from $10,000,000 to up to an aggregate of $60,000,000 in common stock under its existing prospectus supplement.

Who is the sales agent for GRI Bio’s expanded at-the-market program?

H.C. Wainwright & Co., LLC acts as GRI Bio’s sales agent. Under the At The Market Offering Agreement, Wainwright may sell shares of GRI Bio’s common stock from time to time in the open market, subject to the terms of the amended agreement and the related prospectus supplement.

When did GRI Bio’s at-the-market amendment become effective?

The amendment is effective as of January 28, 2026. GRI Bio entered into Amendment No. 1 to the At The Market Offering Agreement on January 29, 2026, with effectiveness as of January 28, 2026, and filed a related prospectus supplement the same day.

How does the December 11, 2025 Securities Purchase Agreement relate to GRI Bio’s ATM?

Certain provisions of the December 11, 2025 agreement were waived. The waiver applies to specified terms in that Securities Purchase Agreement to permit issuances of common stock pursuant to the At The Market Offering Agreement, as amended by Amendment No. 1.

What legal opinion supports GRI Bio’s increased at-the-market offering?

A law firm opinion from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. was filed. It addresses the legality of the issuance and sale of the shares under the at-the-market program and is included as Exhibit 5.1, with a related consent as Exhibit 23.1.

Does GRI Bio’s 8-K constitute an offer to sell its securities?

No, the 8-K explicitly states it is not an offer to sell. The company notes that the report does not constitute an offer to sell or solicitation to buy securities in any jurisdiction where such actions would be unlawful before proper registration or qualification.