GRI Bio SEC Filings

GRI Bio, Inc. has filed a shelf registration on Form S-3 to offer up to $250,000,000 of common stock, preferred stock, debt securities, warrants and units from time to time. Specific terms and pricing will be set in future prospectus supplements.

The company’s common stock trades on The Nasdaq Capital Market under the symbol GRI, with a last reported price of $5.55 per share on January 26, 2026. On January 23, 2026, GRI Bio effected a one-for-28 reverse stock split, and share and warrant figures in the prospectus reflect this adjustment. As of January 26, 2026, 525,358 shares of common stock were outstanding.

GRI Bio is a clinical-stage biopharmaceutical company developing therapies for inflammatory, fibrotic and autoimmune diseases. Its lead candidate, GRI-0621, targets idiopathic pulmonary fibrosis, and the pipeline also includes GRI-0803 for autoimmune disorders such as lupus and multiple sclerosis. Net proceeds from future sales under the shelf are expected to be used for general corporate purposes, including working capital and other general and administrative needs.

GRI Bio, Inc. filed a report noting that it has released additional data from its Phase 2a clinical trial of GRI-0621 in patients with idiopathic pulmonary fibrosis. The company announced these clinical findings through a press release dated January 28, 2026.

The press release is included as Exhibit 99.1, meaning the detailed trial information and outcomes are provided in that attached document rather than in the body of this report.

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”.

GRI Bio, Inc. received formal notice from Nasdaq that it has conditionally regained compliance with the stockholders’ equity listing standard. For companies on the Nasdaq Capital Market with a market value under $35 million and annual net income under $500,000, Nasdaq Listing Rule 5550(b)(1) requires at least $2.5 million in stockholders’ equity.

The company had previously been notified that it was out of compliance based on its Form 10-Q for the quarter ended September 30, 2025. Nasdaq’s latest notice removes the immediate delisting risk, but it warns that if GRI Bio does not continue to meet the equity requirement in future Exchange Act reports, its common stock may again face possible delisting.

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.

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.

GRI Bio, Inc. is updating its at-the-market equity program to offer and sell up to $7,379,813 of common stock from time to time through H.C. Wainwright & Co. as sales agent under an existing sales agreement. This supplements earlier prospectus supplements and adjusts the amount the company may sell while remaining within the one-third public float limit set by General Instruction I.B.6 of Form S-3. The company notes that approximately $6,165,114 of common stock has already been sold under prior supplements, and that its public float was about $29.8 million based on 13,935,394 shares outstanding as of January 8, 2026. The common stock trades on the Nasdaq Capital Market under the symbol GRI, with a last reported sale price of $0.284 per share on January 8, 2026.

GRI Bio, Inc. reported that it has issued a press release sharing additional data from its Phase 2a clinical trial of GRI-0621 in patients with idiopathic pulmonary fibrosis, a serious lung disease. The filing does not describe the details or outcomes of the new data, only that they were announced.

The company also noted that, following a public offering completed in December 2025, it believes its stockholders’ equity is now above the minimum $2.5 million requirement set by Nasdaq. This suggests the company currently expects to meet the exchange’s stockholders’ equity standard for continued listing.

GRI Bio, Inc. reported that it issued a press release announcing the closing of a best efforts public offering of its common stock, pre-funded warrants to purchase common stock and Series F warrants to purchase common stock.

Immediately following completion of this offering, the company states that its stockholders’ equity exceeds $2.5 million, meaning its net assets are above this level after the transaction.