GRI Bio, Inc. shareholders Intracoastal Capital LLC, Mitchell P. Kopin, and Daniel B. Asher filed an amended Schedule 13G reporting their beneficial ownership of the company’s common stock. The filing focuses on their combined position and the structure of that holding.
As of the close of business on December 31, 2025, the reporting persons may have been deemed to beneficially own 1,097,858 shares of common stock, or 9.99% of the class. This includes 229,347 shares held by Intracoastal and 868,511 shares issuable upon exercise of one warrant. The ownership percentage is based on 10,121,060 shares outstanding as of December 19, 2025 plus the warrant shares counted for this calculation.
The filing explains that additional shares are potentially issuable under several warrants but are currently blocked from exercise by provisions that cap beneficial ownership at 9.99% for one warrant and 4.99% for three others. The investors certify that the securities were not acquired for the purpose of changing or influencing control of GRI Bio.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
GRI Bio, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
3622AW403
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
3622AW403
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
1,097,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,097,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,097,858.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
3622AW403
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
1,097,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,097,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,097,858.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
3622AW403
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
1,097,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,097,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,097,858.00
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)
9.99 %
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.:
3622AW403
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 December 31, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,097,858 shares of Common Stock, which consisted of (i) 229,347 shares of Common Stock held by Intracoastal and (ii) 868,511 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 9.99% of the Common Stock, based on (1) 10,121,060 shares of Common Stock outstanding as of December 19, 2025, as reported by the Issuer, plus (2) 868,511 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 1,664,823 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 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 9.99% of the Common Stock, (II) 97,223 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, (III) 97,223 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 and (IV) 97,223 shares of Common Stock issuable upon exercise of a fourth warrant held by Intracoastal ("Intracoastal Warrant 4") because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 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 3,054,350 shares of Common Stock.
(b)
Percent of class:
9.99 %
(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:
1,097,858
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,097,858
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 in GRI (GRI Bio, Inc.) is reported in this Schedule 13G/A?
The reporting group discloses beneficial ownership of 1,097,858 shares of GRI Bio common stock. This represents approximately 9.99% of the outstanding common stock, based on 10,121,060 shares outstanding plus certain warrant shares included in the calculation.
Who are the reporting persons in the GRI Schedule 13G/A filing?
The filing is made on behalf of Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC. Kopin and Asher are U.S. individuals, while Intracoastal is a Delaware limited liability company that directly holds the reported shares and warrants.
How many GRI shares and warrants does Intracoastal Capital LLC hold?
Intracoastal Capital directly holds 229,347 GRI common shares and a warrant for 868,511 additional shares counted in beneficial ownership. The filing also describes three further warrants for 97,223 shares each, plus extra warrant capacity that is currently blocked by ownership limits.
Why does the GRI Schedule 13G/A mention 9.99% and 4.99% ownership blockers?
The warrants held by Intracoastal include provisions preventing exercises that would push beneficial ownership above 9.99% or 4.99%, depending on the specific warrant. These contractual limits cap how many warrant shares can be counted as beneficially owned at any time.
What total GRI share amount is possible without blocker provisions?
Without the blocker provisions in the warrants, the reporting persons state they may have been deemed to beneficially own 3,054,350 shares of GRI common stock. This figure combines currently held shares and all shares issuable upon full warrant exercise.
Do the reporting persons seek control of GRI Bio, Inc.?
The signatories certify the securities were not acquired and are not held to change or influence control of GRI Bio. They also state the holdings are not part of any transaction intended to affect control, other than in connection with potential proxy nomination activities described in regulations.
