GRI Bio (NASDAQ: GRI) raises ATM stock offering limit to $7.38M
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
GRI Bio, Inc. disclosed that it has increased the maximum amount of common stock that may be issued under its at-the-market offering program with H.C. Wainwright & Co., LLC to up to $7,379,813 of shares. The company notes this figure is in addition to approximately $6,165,114 of shares that have already been sold under the existing sales agreement. Certain provisions of a Securities Purchase Agreement dated December 11, 2025 were waived to permit issuances under this at-the-market arrangement, and a legal opinion from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding the validity of the shares was filed as an exhibit.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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 9, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| of incorporation) | ||||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 8.01 Other Events.
On January 9, 2026, GRI Bio, Inc. (the “Company”) filed a prospectus supplement to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, issuable pursuant to the At The Market Offering Agreement between the Company and H.C. Wainwright & Co., LLC, dated May 20, 2024 (the “Sales Agreement”), to up to an aggregate of $7,379,813 of Shares, which does not include the Shares having an aggregate gross sales price of approximately $6,165,114 that have been sold to date under the Sales Agreement. 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.
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.
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. | |||||||
| 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 9, 2026 | GRI BIO, INC. | |||||||||||||
| By: | /s/ Leanne Kelly | |||||||||||||
| Name: | Leanne Kelly | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||
FAQ
What did GRI Bio (GRI) disclose in this Form 8-K?
GRI Bio reported that it filed a prospectus supplement to increase the maximum amount of common stock that may be issued under its at-the-market offering program with H.C. Wainwright & Co., LLC to up to $7,379,813 of shares, in addition to shares previously sold under the agreement.
How large is GRI Bio’s updated at-the-market stock offering?
The prospectus supplement increases the at-the-market capacity to up to $7,379,813 of common stock, which is separate from approximately $6,165,114 of shares that have already been sold under the existing sales agreement.
How much stock has GRI Bio already sold under its at-the-market agreement?
GRI Bio states that common stock with an aggregate gross sales price of approximately $6,165,114 has been sold to date under the At The Market Offering Agreement with H.C. Wainwright & Co., LLC.
What prior agreement did GRI Bio modify to allow these at-the-market issuances?
Certain provisions of a Securities Purchase Agreement dated December 11, 2025 between GRI Bio and an investor were waived to permit issuances of shares pursuant to the at-the-market Sales Agreement.
What is the relationship between GRI Bio and H.C. Wainwright & Co., LLC in this filing?
H.C. Wainwright & Co., LLC is the sales agent under GRI Bio’s At The Market Offering Agreement dated May 20, 2024, through which the company may issue and sell its common stock up to the disclosed aggregate amount.