Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
GRI Bio, Inc. shares are the subject of a Schedule 13G in which Capuchin Capital Fund LP, its general partner MJL Manager LLC, and MJL's sole control person, Michael Liu, each reported beneficial ownership of 159,378 shares, or 7.3%, with shared voting and dispositive power. The repeated amounts describe the same reported position, not three separate blocks. Each reporting person disclaims beneficial ownership except to the extent of that person's actual pecuniary interest.
Key Figures
Beneficial ownership:159,378 sharesOwnership percentage:7.3%Shared voting power:159,378 shares+1 more
4 metrics
Beneficial ownership159,378 sharesReported by each of Capuchin Capital Fund LP, MJL Manager LLC, and Michael Liu for the same position.
Ownership percentage7.3%Reported by each reporting person for the same position.
Shared voting power159,378 sharesReported by each reporting person.
Shared dispositive power159,378 sharesReported by each reporting person.
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerregulatory
"Shared power to vote or to direct the vote: 159,378"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared power to dispose or to direct the disposition: 159,378"
pecuniary interestfinancial
"except to the extent of such person's actual pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many GRI shares did the reporting persons report owning?
Capuchin Capital Fund LP, MJL Manager LLC and Michael Liu each reported beneficial ownership of 159,378 GRI shares, or 7.3%; their disclosures describe shared power over the same position.
Who has sole or shared voting power over GRI shares?
Each reporting person reported zero sole voting and dispositive power and shared voting and dispositive power over 159,378 shares. Michael Liu is MJL Manager LLC's sole control person, and MJL is Capuchin Capital Fund LP's general partner.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GRI Bio, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
3622AW502
(CUSIP Number)
11/05/2026
(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
MJL Manager 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
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
159,378.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
159,378.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
159,378.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: MJL Manager LLC ("MJL") is the general partner of Capuchin Capital Fund LP.
SCHEDULE 13G
CUSIP Number(s):
3622AW502
1
Names of Reporting Persons
Michael Liu
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
159,378.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
159,378.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
159,378.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Michael Liu is the sole control person of MJL and, in such capacity, has the authority to direct the voting and disposition of the shares held by Capuchin Capital Fund LP. The reporting of shared power by the reporting persons shall not be construed as an admission that they are the beneficial owner of shares beneficially owned by the other, and each expressly disclaims beneficial ownership except to the extent of such person's actual pecuniary interest therein.
SCHEDULE 13G
CUSIP Number(s):
3622AW502
1
Names of Reporting Persons
Capuchin Capital Fund LP
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
159,378.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
159,378.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
159,378.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
PN
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, CALIFORNIA, 92037
Item 2.
(a)
Name of person filing:
MJL Manager LLC
Michael Liu
Capuchin Capital Fund LP
(b)
Address or principal business office or, if none, residence:
12 Manley Road, Pennington NJ 08534
(c)
Citizenship:
MJL Manager LLC - New Jersey
Michael Liu - USA
Capuchin Capital Fund LP - Delaware
(d)
Title of class of securities:
Common stock, par value $0.0001 per share
(e)
CUSIP Number(s):
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:
MJL Manager LLC - 159,378
Michael Liu - 159,378
Capuchin Capital Fund LP - 159,378
(b)
Percent of class:
MJL Manager LLC - 7.3%
Michael Liu - 7.3%
Capuchin Capital Fund LP - 7.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
MJL Manager LLC - 0
Michael Liu - 0
Capuchin Capital Fund LP - 0
(ii) Shared power to vote or to direct the vote:
MJL Manager LLC - 159,378
Michael Liu - 159,378
Capuchin Capital Fund LP - 159,378
(iii) Sole power to dispose or to direct the disposition of:
MJL Manager LLC - 0
Michael Liu - 0
Capuchin Capital Fund LP - 0
(iv) Shared power to dispose or to direct the disposition of:
MJL Manager LLC - 159,378
Michael Liu - 159,378
Capuchin Capital Fund LP - 159,378
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 2(a) in lieu of an Exhibit.
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.
