GRI Bio SEC Filings

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.

GRI Bio, Inc. is conducting a public offering of 2,603,331 shares of common stock and 8,063,336 pre-funded warrants, each paired with a Series F warrant, plus 746,667 placement agent warrants. Each share of common stock is sold with a Series F warrant at a combined price of $0.75, while each pre-funded warrant and accompanying Series F warrant is priced at $0.7499, for total gross proceeds of $8,000,000 and estimated net proceeds of about $6.7 million.

The company will use the cash for working capital, product development and general corporate purposes, while accepting dilution that could increase common shares outstanding from 3,268,727 to 13,935,394 before any warrant exercises. GRI Bio remains a clinical-stage biotech focused on its lead IPF candidate GRI-0621, but has a history of net losses, a going concern warning, and a Nasdaq stockholders’ equity deficiency notice, so it anticipates needing substantial additional capital beyond this raise.

GRI Bio, Inc. commenced 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, with each share or pre-funded warrant sold together with one Series F warrant. The combined price is $0.75 per share and Series F warrant, and $0.7499 per pre-funded warrant and Series F warrant. The company expects approximately $6.7 million in net proceeds.

GRI Bio plans to use the cash for working capital, product candidate development and general corporate purposes, and believes this funding, together with existing cash and cash equivalents, will support planned operations into the fourth quarter of 2026. The pre-funded warrants are exercisable at $0.0001 per share until fully exercised, while the Series F warrants are exercisable at $0.75 per share and expire on December 12, 2030, subject to 4.99% or 9.99% beneficial ownership limits and customary offering and financing restrictions.

GRI Bio, Inc., a Delaware-based biotechnology company headquartered in La Jolla, California, filed Amendment No. 1 to its Form S-1 registration statement. This amendment is described as an exhibits-only filing, meaning it primarily updates and compiles legal and contractual documents without changing the main disclosure sections. The exhibit list includes various forms of common stock purchase warrants, pre-funded warrants, Series F warrants, a form of securities purchase agreement, an updated engagement letter with H.C. Wainwright & Co., an equity incentive plan and related award agreements, key employment and consulting agreements, consents, and the filing fee table. The amendment is signed on behalf of the company by President and Chief Executive Officer W. Marc Hertz, Ph.D., and other directors and officers.

GRI Bio is offering 5,450,774 shares of common stock issuable upon exercise of its Series E-1, Series E-2, Series E-3, pre-funded and placement agent warrants under a prospectus supplement, following completion of a reasonable best efforts offering of 202,000 common shares and the related warrants.

The company also reports topline data from its Phase 2a GRI-0621-IPF-02 trial in idiopathic pulmonary fibrosis, where oral GRI-0621 met the primary endpoint of safety and tolerability over 12 weeks, showed placebo-adjusted improvements in forced vital capacity and favorable collagen biomarker shifts suggestive of anti-fibrotic activity, and produced no treatment-related serious adverse events in the 35-subject study.

GRI Bio, Inc. reported topline Phase 2a data for its oral drug candidate GRI-0621 in idiopathic pulmonary fibrosis, showing the trial met its primary endpoint of safety and tolerability over a 12-week treatment period. The company reports GRI-0621 was well tolerated with no treatment-related serious adverse events and adverse events mainly limited to grade 2 and grade 3 issues such as dry skin, dry lips, and musculoskeletal pain.

Placebo-adjusted changes in lung function, measured by Forced Vital Capacity, improved in patients receiving GRI-0621 alone and in combination with standard of care, and a higher share of treated patients experienced FVC increases compared with placebo. Serum biomarkers of multiple collagen types suggested an anti-fibrotic effect and potential activation of alveolar basement membrane repair, which are important for lung tissue recovery. The randomized, double-blind trial enrolled 35 IPF patients, most on background pirfenidone or nintedanib, and secondary and exploratory biomarker and pharmacodynamic analyses are ongoing.

GRI Bio filed a prospectus supplement registering 5,450,774 shares of common stock issuable upon exercise of previously issued Series E-1, E-2, E-3, pre-funded, and placement agent warrants, offered on a continuous basis under Rule 415. The related “reasonable best efforts” offering—covering 202,000 common shares, 1,186,888 pre-funded warrants, 1,388,888 Series E-1 warrants, 1,388,888 Series E-2 warrants, 1,388,888 Series E-3 warrants, and 97,222 placement agent warrants—was completed on April 2, 2025.

Alongside, the company reported quarterly results: cash and cash equivalents were $4.055 million as of September 30, 2025. Net loss was $3.359 million for the quarter and $9.297 million year-to-date, driven by research and development of GRI-0621 and higher general and administrative costs. The company noted substantial doubt about its ability to continue as a going concern based on current resources.

Shares outstanding were 3,268,727 as of November 13, 2025. GRI-0621’s Phase 2a biomarker study in idiopathic pulmonary fibrosis completed enrollment in July 2025, with topline results expected by the end of November 2025.

GRI Bio, Inc. filed its Q3 2025 10-Q, reporting a quarterly net loss of $3,359 on operating expenses of $3,365 (both in thousands). Cash and cash equivalents were $4,055, with management stating resources are sufficient into the first quarter of 2026 and disclosing substantial doubt about the ability to continue as a going concern without additional financing.

Year to date, operating cash use was $7,215, partially offset by financing inflows, including $5,000 from April 2025 offering proceeds and $2,560 through the ATM program (gross, in thousands). The company increased additional paid-in capital to $51,030 and ended the quarter with stockholders’ equity of $1,993 (in thousands). As of November 13, 2025, 3,268,727 common shares were outstanding.

GRI continues a Phase 2a biomarker study of GRI-0621 in IPF, with topline results expected by the end of November 2025. The pipeline also includes GRI-0803, with further progress dependent on funding.

GRI Bio, Inc. (GRI) reported an insider derivative transaction by Chief Financial Officer Leanne Kelly. The filing shows an award of a stock option covering 43,222 shares with an exercise price of $1.93. The option is exercisable immediately and expires in 2035. Of the options, 29,923 vested in full at grant and 13,299 will vest in 12 substantially equal quarterly installments, fully vesting on the third anniversary. The reporting person holds these options directly following the transaction.