GRI Bio, Inc. files an Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership. The filing states that, as of March 31, 2026, the Reporting Persons are each deemed to beneficially own 90,475 shares of common stock issuable upon exercise of a warrant held by Intracoastal, representing 5.9% of the company on the stated basis. The filing cites 1,445,029 shares outstanding as of January 29, 2026 used to calculate the percentage and discloses two additional warrants each for 3,472 shares that contain 4.99% blocker provisions. The filing is signed by Mitchell P. Kopin and Daniel B. Asher.
Positive
None.
Negative
None.
Insights
Ownership reported via warrants totals 90,475 shares (5.9%) based on disclosed outstanding shares.
The filing states 90,475 shares are issuable upon exercise of Intracoastal Warrant 1 and that this equals 5.9% based on 1,445,029 shares outstanding as of January 29, 2026. Two additional warrants for 3,472 shares each are subject to blocker provisions limiting exercise above 4.99%.
Cashflow treatment and any exercise timing are not described in the excerpt; subsequent filings would show whether these warrants are exercised and whether ownership percentages change.
Shared voting and dispositive power is disclosed; reporting persons list shared control of 90,475 shares.
The table shows 0 sole voting power and 90,475 shared voting power, indicating collective control rather than individual sole control. The filing attributes beneficial ownership to the three Reporting Persons acting together.
Blocker provisions on two warrants cap potential additional exercises at 4.99%; governance effects depend on whether exercises occur and on any future amendments to those provisions.
Key Figures
Shares issuable upon exercise (Warrant 1):90,475 sharesPercent of class:5.9%Shares outstanding used for calc:1,445,029 shares+2 more
5 metrics
Shares issuable upon exercise (Warrant 1)90,475 sharesissuable upon exercise of Intracoastal Warrant 1 as of March 31, 2026
Percent of class5.9%based on 1,445,029 shares outstanding as of January 29, 2026
Shares outstanding used for calc1,445,029 sharesshares outstanding as of January 29, 2026, per the filing
Warrant 2 and Warrant 3 issuable shares3,472 shares eachtwo additional warrants with blocker provisions excluded from the 5.9% figure
Hypothetical without blockers97,419 sharesbeneficial ownership amount cited if blocker provisions did not apply
Key Terms
beneficial ownership, blocker provision, shared dispositive power
3 terms
beneficial ownershipregulatory
"As of the close of business on March 31, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
blocker provisionregulatory
"Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise"
shared dispositive powerfinancial
"Shared power to dispose or to direct the disposition of: 90,475"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
GRI Bio, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
3622AW502
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
3622AW502
1
Names of Reporting Persons
Mitchell P. Kopin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
90,475.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
90,475.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
90,475.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
3622AW502
1
Names of Reporting Persons
Daniel B. Asher
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
90,475.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
90,475.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
90,475.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
3622AW502
1
Names of Reporting Persons
Intracoastal Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
90,475.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
90,475.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
90,475.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GRI Bio, Inc.
(b)
Address of issuer's principal executive offices:
2223 Avenida de la Playa, Suite 208, La Jolla, CA 92037
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)
Citizenship:
Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)
Title of class of securities:
Common stock, par value $0.0001 per share
(e)
CUSIP No.:
3622AW502
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on March 31, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership of 90,475 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 1"), and all such shares of Common Stock represent beneficial ownership of approximately 5.9% of the Common Stock, based on (1) 1,445,029 shares of Common Stock outstanding as of January 29, 2026, as reported by the Issuer, plus (2) 90,475 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 3,472 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 2") because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (II) 3,472 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 3") because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 97,419 shares of Common Stock.
(b)
Percent of class:
5.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
90,475
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
90,475
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake does GRI Bio (GRI) report in this Schedule 13G/A?
The filing reports beneficial ownership of 90,475 shares, representing 5.9% of the common stock based on the stated outstanding share count. This percentage uses 1,445,029 shares outstanding as of January 29, 2026.
Are the reported shares immediately exercisable into GRI Bio common stock?
The reported 90,475 shares are described as issuable upon exercise of a warrant (Intracoastal Warrant 1). The filing does not state if or when the warrant will be exercised or any exercise prices or timing.
What are the blocker provisions noted in the filing?
Two additional warrants for 3,472 shares each contain a blocker that prevents exercise to the extent it would cause beneficial ownership above 4.99%. Those warrants were excluded from the 5.9% calculation due to the blocker language.
Who are the Reporting Persons named in the amendment?
The amendment is filed on behalf of Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC. Signatures in the excerpt show Mr. Kopin and Mr. Asher signed the filing.
What voting and disposition powers are disclosed for the reported shares?
The filing shows 0 sole voting power and 90,475 shared voting power, and similarly 0 sole dispositive power with 90,475 shared dispositive power, indicating joint rather than sole control over the shares.
