VLON / Vallon Pharmaceuticals Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Vallon Pharmaceuticals Inc
US ˙ NASDAQ
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1824293
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vallon Pharmaceuticals Inc
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
August 20, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2025 GRI BIO, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

August 20, 2025 EX-99.1

A New Approach to Inflammatory Diseases NASDAQ: GRI | gribio.com August 2025 Corporate Presentation Exhibit 99.1 Forward Looking Statements This presentation is for informational purposes only and is not an offer to sell or a solicitation of an offer

griinvestorpresentation A New Approach to Inflammatory Diseases NASDAQ: GRI | gribio.

August 15, 2025 424B3

202,000 Shares of Common Stock 1,186,888 Pre-Funded Warrants to Purchase Up to 1,186,888 Shares of Common Stock 1,388,888 Series E-1 Warrants to Purchase Up to 1,388,888 Shares of Common Stock 1,388,888 Series E-2 Warrants to Purchase Up to 1,388,888

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286072 PROSPECTUS SUPPLEMENT NO. 1 To Prospectus dated April 1, 2025 202,000 Shares of Common Stock 1,186,888 Pre-Funded Warrants to Purchase Up to 1,186,888 Shares of Common Stock 1,388,888 Series E-1 Warrants to Purchase Up to 1,388,888 Shares of Common Stock 1,388,888 Series E-2 Warrants to Purchase Up to 1,388,888 Shares of Common Stock 1,3

August 14, 2025 EX-10.2

Amended and Restated Non-Employee Director Compensa

Exhibit 10.2 GRI BIO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM (approved on August 11, 2025) Non-employee members of the board of directors (the “Board”) of GRI Bio, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). This Program has been adopted under the Company’s 2018 Equity Incentive Plan (the

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-40034 GRI BIO, INC.

August 13, 2025 EX-FILING FEES

Filing fee table.

EX-FILING FEES Calculation of Filing Fee Tables Form S-8 (Form Type) GRI Bio, Inc.

August 13, 2025 EX-10.1

GRI Bio, Inc. Amended and Restated 2018 Equity Incentive Plan, as Amended.

Exhibit 10.1 GRI BIO, INC. 2018 EQUITY INCENTIVE PLAN (As amended and restated) 1. Establishment and Purpose. a. Establishment. GRI Bio, Inc. (formerly known as Vallon Pharmaceuticals, Inc.) (the “Company”) established the GRI Bio, Inc. 2018 Equity Incentive Plan (formerly known as the Vallon Pharmaceuticals, Inc. 2018 Equity Incentive Plan) (the “Plan”) effective as of October 1, 2018. The Plan i

August 13, 2025 S-8

As filed with the Securities and Exchange Commission on August 13, 2025

As filed with the Securities and Exchange Commission on August 13, 2025 Registration No.

August 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 GRI BIO, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

August 13, 2025 EX-99.1

Form of Restricted Stock Unit Agreement under the Registrant’s Amended and Restated 2018 Equity Incentive Plan.

Exhibit 99.4 Restricted Stock Unit No. GRI BIO, INC. Restricted Stock Unit Award Grant Notice Restricted Stock Unit Award Grant under the Company’s Amended and Restated 2018 Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Grant of Restricted Stock Unit Award: 3. Maximum Number of Shares underlying Restricted Stock Unit Award: 4. Vesting of Award: This Restricted Stock Unit Awa

July 31, 2025 EX-99.1

GRI Bio Reports 6-Week Interim Biomarker Data in Ongoing Phase 2a Study in Idiopathic Pulmonary Fibrosis (“IPF”) Biomarkers at 6-week interim analysis show a positive impact on fibrogenesis, fibrolysis and potentially the initiation of a repair respo

Exhibit 99.1 GRI Bio Reports 6-Week Interim Biomarker Data in Ongoing Phase 2a Study in Idiopathic Pulmonary Fibrosis (“IPF”) Biomarkers at 6-week interim analysis show a positive impact on fibrogenesis, fibrolysis and potentially the initiation of a repair response The Independent Data Monitoring Committee (IDMC) has recommended to continue the study as planned as there are no safety concerns see

July 31, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Id

July 11, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

June 26, 2025 EX-99.1

GRI Bio’s GRI-0621 Demonstrates Encouraging Safety Results at Planned Interim 6-Week Analysis in Ongoing Phase 2a Study in Idiopathic Pulmonary Fibrosis (“IPF”) The Independent Data Monitoring Committee (“IDMC”) has recommended to continue the study

Exhibit 99.1 GRI Bio’s GRI-0621 Demonstrates Encouraging Safety Results at Planned Interim 6-Week Analysis in Ongoing Phase 2a Study in Idiopathic Pulmonary Fibrosis (“IPF”) The Independent Data Monitoring Committee (“IDMC”) has recommended to continue the study as planned as there are no safety concerns demonstrated in the data reviewed Interim results to date demonstrate GRI-0621 to be safe and

June 26, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 GRI BIO, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Id

May 23, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Ide

May 23, 2025 424B5

GRI BIO, INC. Up to $1,758,934 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-279348 PROSPECTUS SUPPLEMENT (To Prospectus Supplements Dated May 20, 2024, July 19, 2024, July 26, 2024, December 20, 2024 and May 5, 2025, to Prospectus Dated May 16, 2024) GRI BIO, INC. Up to $1,758,934 Common Stock This prospectus supplement amends, supplements, and supersedes certain information contained in the prospectus supplement dated

May 15, 2025 EX-99.1

GRI Bio Reports First Quarter 2025 Financial Results and Confirms GRI-0621 Phase 2a IPF Trial on Track for 6-Week Interim Data in Q2 2025 and Topline Data in Q3 2025 Positive interim 2-week safety and biomarker results from its ongoing Phase 2a study

Exhibit 99.1 GRI Bio Reports First Quarter 2025 Financial Results and Confirms GRI-0621 Phase 2a IPF Trial on Track for 6-Week Interim Data in Q2 2025 and Topline Data in Q3 2025 Positive interim 2-week safety and biomarker results from its ongoing Phase 2a study evaluating GRI-0621 for the treatment of Idiopathic Pulmonary Fibrosis (“IPF”) Continued momentum with completed patient enrollment for

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-40034 GRI BIO, INC.

May 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 GRI BIO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Ide

May 5, 2025 424B5

GRI BIO, INC. Up to $1,670,956 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-279348 PROSPECTUS SUPPLEMENT (To Prospectus Supplements Dated May 20, 2024, July 19, 2024, July 26, 2024 and December 20, 2024, to Prospectus Dated May 16, 2024) GRI BIO, INC. Up to $1,670,956 Common Stock This prospectus supplement amends, supplements, and supersedes certain information contained in the prospectus supplement dated May 20, 2024

May 5, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Ident

April 16, 2025 EX-16.1

Letter from Sadler Gibb & Associates LLC, dated April 15, 2025.

Exhibit 16.1 April 15, 2025 Securities and Exchange Commission 100 F Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen, We have read Item 4.01 of Form 8-K dated April 15, 2025 of GRI Bio, Inc., and are in agreement with the statements contained therein as it regards our firm. We have no basis to agree or disagree with other statements of the registrant contained in Item 4.01. Sincerely, /s/

April 16, 2025 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer I

April 2, 2025 EX-10.1

urities Purchase Agreement.

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 1, 2025, between GRI Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and con

April 2, 2025 EX-4.3

Form of Placement Agent Warrant.

Exhibit 4.3 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: , 2025 Initial Exercise Date: , 2025 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

April 2, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Id

April 2, 2025 EX-4.2

Form of Series

Exhibit 4.2 SERIES E-[1][2][3] COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: , 2025 Initial Exercise Date: , 2025 THIS SERIES E-[1][2][3] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

April 2, 2025 EX-4.1

Funded Warrant.

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: , 2025 Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

April 2, 2025 EX-99.1

GRI Bio Announces Pricing of $5.0 Million Public Offering

EX-99.1 6 ex991aprilofferingpressre.htm EX-99.1 Exhibit 99.1 GRI Bio Announces Pricing of $5.0 Million Public Offering LA JOLLA, CA, April 1, 2025 (GLOBE NEWSWIRE) - GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (“NKT”) cell modulators for the treatment of inflammatory, fibrotic and autoimmune diseases, today

April 2, 2025 424B4

202,000 Shares of Common Stock 1,186,888 Pre-Funded Warrants to Purchase Up to 1,186,888 Shares of Common Stock 1,388,888 Series E-1 Warrants to Purchase Up to 1,388,888 Shares of Common Stock 1,388,888 Series E-2 Warrants to Purchase Up to 1,388,888

Filed Pursuant to Rule 424(b)(4) Registration No. 333-286072 PROSPECTUS 202,000 Shares of Common Stock 1,186,888 Pre-Funded Warrants to Purchase Up to 1,186,888 Shares of Common Stock 1,388,888 Series E-1 Warrants to Purchase Up to 1,388,888 Shares of Common Stock 1,388,888 Series E-2 Warrants to Purchase Up to 1,388,888 Shares of Common Stock 1,388,888 Series E-3 Warrants to Purchase Up to 1,388,

March 26, 2025 CORRESP

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037 VIA EDGAR March 26, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Daniel Crawford Re: GRI Bio, Inc. Registration Statement on Form S-1, as amended (File No. 333-286072) Request for Acceleration of Effective Date Ladies and Gentl

March 26, 2025 EX-FILING FEES

iling Fee

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GRI Bio, Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Code Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Eq

March 26, 2025 S-1/A

As filed with the Securities and Exchange Commission on March 26, 2025.

As filed with the Securities and Exchange Commission on March 26, 2025. Registration No. 333-286072 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-4369909 (State or other jurisdiction of incorporation or o

March 26, 2025 EX-4.21

Placement Agent

Exhibit 4.21 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: , 2025 [Initial Exercise Date: , 2025]1 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time o

March 26, 2025 CORRESP

VIA EDGAR

March 26, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Re: GRI Bio, Inc. Registration Statement on Form S-1 (File No. 333-286072), as amended – Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pursuant to the regi

March 25, 2025 EX-4.23

Series E

Exhibit 4.23 SERIES E-[1][2][3] COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: , 2025 [Initial Exercise Date: , 2025]1 THIS SERIES E-[1][2][3] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

March 25, 2025 EX-4.22

Form of P

Exhibit 4.22 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: , 2025 Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

March 25, 2025 EX-FILING FEES

iling Fee

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GRI Bio, Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Code Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Eq

March 25, 2025 EX-10.25

orm of Securities Purchase Agreement.

Exhibit 10.25 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March [●], 2025, between GRI Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

March 25, 2025 S-1

As filed with the Securities and Exchange Commission on March 24, 2025.

As filed with the Securities and Exchange Commission on March 24, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-4369909 (State or other jurisdiction of incorporation or organization) (Primary Sta

March 17, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 GRI BIO, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer I

March 17, 2025 EX-99.1

GRI Bio Reports Full Year 2024 Financial Results and Reiterates Expected Clinical Data Readouts in 2025 for Ongoing Phase 2a Study of GRI-0621 in Idiopathic Pulmonary Fibrosis ("IPF") Interim data and topline data readouts from Phase 2a biomarker stu

Exhibit 99.1 GRI Bio Reports Full Year 2024 Financial Results and Reiterates Expected Clinical Data Readouts in 2025 for Ongoing Phase 2a Study of GRI-0621 in Idiopathic Pulmonary Fibrosis ("IPF") Interim data and topline data readouts from Phase 2a biomarker study expected in Q2 2025 and Q3 2025, respectively Cash runway expected to fund operations into Q2 2025, including interim data readout fro

March 14, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-400

March 14, 2025 DRS

Confidential Treatment Requested by GRI Bio, Inc. Pursuant to 17 C.F.R. Section 200.83

Confidential Treatment Requested by GRI Bio, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on March 14, 2025. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCH

March 14, 2025 EX-3.1

Amended and Restated Certificate of Incorporation, as amended

Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “VALLON PHARMACEUTICALS, INC.”, FILED IN THIS OFFICE ON THE TENTH DAY OF FEBRUARY, A.D. 2021, AT 1:14 O’CLOCK P.M. 6705195 8100 Authentication: 202482772 SR# 20210402453 Date: 02-10-21 You may verify this c

March 14, 2025 EX-4.28

Description of Securities.

Exhibit 4.28 DESCRIPTION OF THE REGISTRANT’S SECURITIES The following summary of the material terms of the capital stock of GRI Bio, Inc. (formerly Vallon Pharmaceuticals, Inc.) is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our amended and restated certificate of incorporation, as amended (“Amended and Restated Certifica

March 14, 2025 EX-19

Insider Trading Policy.

Exhibit 19 INSIDER TRADING AND SECURITIES LAW COMPLIANCE POLICY OF GRI BIO, INC. Adopted by the Board of Directors on November 6, 2020 I. BACKGROUND The Board of Directors of GRI Bio, Inc. (“GRI” or the “Company”) has adopted this Insider Trading and Securities Law Compliance Policy relating to the trading of GRI securities as well as the securities of publicly-traded companies with whom GRI has a

March 11, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer I

March 11, 2025 EX-99.1

GRI Bio Regains Compliance with Nasdaq's Minimum Bid Price Rule

Exhibit 99.1 GRI Bio Regains Compliance with Nasdaq's Minimum Bid Price Rule LA JOLLA, CA, March 11, 2025 (GLOBE NEWSWIRE) - GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (“NKT”) cell modulators for the treatment of inflammatory, fibrotic and autoimmune diseases, today announced that it received notice on Marc

February 19, 2025 EX-99.1

GRI Bio Announces Reverse Stock Split GRI’s common stock is expected to begin trading on a post-split adjusted basis on February 24, 2025

Exhibit 99.1 GRI Bio Announces Reverse Stock Split GRI’s common stock is expected to begin trading on a post-split adjusted basis on February 24, 2025 LA JOLLA, CA, February 19, 2025 – GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (“NKT”) cell modulators for the treatment of inflammatory, fibrotic and autoimmu

February 19, 2025 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of GRI Bio, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certified that: FIRST. The name of the corporation is GRI Bio, Inc. (the “Corporation”). SECOND. The Amended and Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby fur

February 19, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employe

February 11, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2025 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employe

January 17, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

January 7, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

January 6, 2025 S-8

As filed with the Securities and Exchange Commission on January 6, 2025

As filed with the Securities and Exchange Commission on January 6, 2025 Registration No.

January 6, 2025 EX-FILING FEES

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GRI Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.

December 20, 2024 424B5

GRI BIO, INC. Up to $322,468 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-279348 PROSPECTUS SUPPLEMENT (To Prospectus Supplements Dated May 20, 2024, July 19, 2024 and July 26, 2024, to Prospectus Dated May 16, 2024) GRI BIO, INC. Up to $322,468 Common Stock This prospectus supplement amends, supplements, and supersedes certain information contained in the prospectus supplement dated May 20, 2024, and its accompanyin

December 20, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employe

November 20, 2024 CORRESP

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037 November 20, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Alan Campbell Re: GRI Bio, Inc. Registration Statement on Form S-3 Filed November 14, 2024 File No. 333-283234 (the “Registration Statement”) Acceleration Request Ladies and Gent

November 15, 2024 424B3

60,000 Shares of Common Stock 2,125,793 Pre-Funded Warrants to Purchase Up to 2,125,793 Shares of Common Stock 2,185,793 Series C-1 Warrants to Purchase Up to 2,185,793 Shares of Common Stock 2,185,793 Series C-2 Warrants to Purchase Up to 2,185,793

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280323 PROSPECTUS SUPPLEMENT NO. 3 To Prospectus dated June 26, 2024 60,000 Shares of Common Stock 2,125,793 Pre-Funded Warrants to Purchase Up to 2,125,793 Shares of Common Stock 2,185,793 Series C-1 Warrants to Purchase Up to 2,185,793 Shares of Common Stock 2,185,793 Series C-2 Warrants to Purchase Up to 2,185,793 Shares of Common Stock 153,

November 14, 2024 EX-99.1

GRI Bio Reports Third Quarter 2024 Financial Results and Outlines Progress Towards Clinical Data Readout of GRI-0621 in Ongoing Phase 2a Study for Idiopathic Pulmonary Fibrosis $13.9 million in gross proceeds raised since the beginning of 2024 extend

Exhibit 99.1 GRI Bio Reports Third Quarter 2024 Financial Results and Outlines Progress Towards Clinical Data Readout of GRI-0621 in Ongoing Phase 2a Study for Idiopathic Pulmonary Fibrosis $13.9 million in gross proceeds raised since the beginning of 2024 extending expected cash runway into mid Q1 2025 and through interim data readout from GRI-0621 Phase 2a biomarker study Topline data of GRI-062

November 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employe

November 14, 2024 EX-FILING FEES

Filing fee table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) GRI Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table I - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-40034 GRI BIO, INC.

November 14, 2024 S-3

As filed with the Securities and Exchange Commission on November 14, 2024

As filed with the Securities and Exchange Commission on November 14, 2024 Registration No.

October 24, 2024 EX-99.1

GRI Bio Raises a Total of $13.9 Million in Gross Proceeds Since the Beginning of 2024 Proceeds from recent exercise of warrants estimated to extend cash runway into mid Q1 2025, including interim data readout from Phase 2a biomarker study of lead pro

Exhibit 99.1 GRI Bio Raises a Total of $13.9 Million in Gross Proceeds Since the Beginning of 2024 Proceeds from recent exercise of warrants estimated to extend cash runway into mid Q1 2025, including interim data readout from Phase 2a biomarker study of lead program, GRI-0621 for the treatment of Idiopathic Pulmonary Fibrosis (IPF) Current treatment options for IPF are limited with only 2 approve

October 24, 2024 8-K

Financial Statements and Exhibits, Other Events

. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employ

October 22, 2024 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employ

October 22, 2024 EX-99.1

GRI Bio Announces Exercise of Warrants

Exhibit 99.1 GRI Bio Announces Exercise of Warrants LA JOLLA, CA, October 21, 2024 (GLOBE NEWSWIRE) - GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (NKT) cell modulators for the treatment of inflammatory, fibrotic and autoimmune diseases,today announced that it has entered into definitive agreements for the ex

October 22, 2024 EX-4.2

Form of Series D-2 Common Warrant.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 22, 2024 EX-10.1

Form of Repricing Letter Agreement.

Exhibit 10.1 GRI BIO, INC. October 21, 2024 Holder of Common Stock Purchase Warrants Issued in February 2024 Re: Inducement Offer to Exercise Common Stock Purchase Warrants Issued in February 2024 Dear Holder: GRI Bio, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive (i) new warrants to purchase shares of the Company’s common stock

October 22, 2024 EX-4.1

Form of Series D-1 Common Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 22, 2024 EX-4.3

Form of Placement Agent Warrant.

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

September 11, 2024 8-K/A

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Nu

September 11, 2024 424B3

60,000 Shares of Common Stock 2,125,793 Pre-Funded Warrants to Purchase Up to 2,125,793 Shares of Common Stock 2,185,793 Series C-1 Common Warrants to Purchase Up to 2,185,793 Shares of Common Stock 2,185,793 Series C-2 Common Warrants to Purchase Up

Filed pursuant to 424(b)(3) Registration No. 333-280323 PROSPECTUS SUPPLEMENT NO. 2 To Prospectus dated June 26, 2024 60,000 Shares of Common Stock 2,125,793 Pre-Funded Warrants to Purchase Up to 2,125,793 Shares of Common Stock 2,185,793 Series C-1 Common Warrants to Purchase Up to 2,185,793 Shares of Common Stock 2,185,793 Series C-2 Common Warrants to Purchase Up to 2,185,793 Shares of Common S

September 11, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employ

September 11, 2024 424B3

25,419 Shares of Common Stock 359,196 Pre-Funded Warrants to Purchase Up to 359,196 Shares of Common Stock 384,615 Series B-1 Common Warrants to Purchase Up to 384,615 Shares of Common Stock 384,615 Series B-2 Common Warrants to Purchase Up to 384,61

Filed pursuant to 424(b)(3) Registration No. 333-276205 PROSPECTUS SUPPLEMENT NO. 8 To Prospectus dated February 1, 2024 25,419 Shares of Common Stock 359,196 Pre-Funded Warrants to Purchase Up to 359,196 Shares of Common Stock 384,615 Series B-1 Common Warrants to Purchase Up to 384,615 Shares of Common Stock 384,615 Series B-2 Common Warrants to Purchase Up to 384,615 Shares of Common Stock 359,

September 6, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employe

August 28, 2024 424B3

45,431 Shares of Common Stock Offered by the Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274972 PROSPECTUS SUPPLEMENT NO. 11 To Prospectus dated December 15, 2023 45,431 Shares of Common Stock Offered by the Selling Stockholder This prospectus supplement No. 11 supplements the prospectus dated December 15, 2023 (the “Prospectus”), which covers the offer and resale by the selling stockholder identified in this prospectus of up to an

August 28, 2024 424B3

60,000 Shares of Common Stock 2,125,793 Pre-Funded Warrants to Purchase Up to 2,125,793 Shares of Common Stock 2,185,793 Series C-1 Common Warrants to Purchase Up to 2,185,793 Shares of Common Stock 2,185,793 Series C-2 Common Warrants to Purchase Up

Filed pursuant to 424(b)(3) Registration No. 333-280323 PROSPECTUS SUPPLEMENT NO. 1 To Prospectus dated June 26, 2024 60,000 Shares of Common Stock 2,125,793 Pre-Funded Warrants to Purchase Up to 2,125,793 Shares of Common Stock 2,185,793 Series C-1 Common Warrants to Purchase Up to 2,185,793 Shares of Common Stock 2,185,793 Series C-2 Common Warrants to Purchase Up to 2,185,793 Shares of Common S

August 28, 2024 424B3

25,419 Shares of Common Stock 359,196 Pre-Funded Warrants to Purchase Up to 359,196 Shares of Common Stock 384,615 Series B-1 Common Warrants to Purchase Up to 384,615 Shares of Common Stock 384,615 Series B-2 Common Warrants to Purchase Up to 384,61

Filed pursuant to 424(b)(3) Registration No. 333-276205 PROSPECTUS SUPPLEMENT NO. 7 To Prospectus dated February 1, 2024 25,419 Shares of Common Stock 359,196 Pre-Funded Warrants to Purchase Up to 359,196 Shares of Common Stock 384,615 Series B-1 Common Warrants to Purchase Up to 384,615 Shares of Common Stock 384,615 Series B-2 Common Warrants to Purchase Up to 384,615 Shares of Common Stock 359,

August 23, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

August 23, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

August 23, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

August 16, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-40034 GRI BIO, INC.

August 14, 2024 EX-99.2

A New Approach to Inflammatory Diseases NASDAQ: GRI | gribio.com August 2024 Corporate Presentation Forward Looking Statements This presentation is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any s

A New Approach to Inflammatory Diseases NASDAQ: GRI | gribio.com August 2024 Corporate Presentation Forward Looking Statements This presentation is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any securities of GRI Bio, Inc. (“GRI” or the “Company”). This presentation contains “forward-looking statements” within the meaning of the “safe harbor” p

August 14, 2024 EX-99.1

GRI Bio Reports Second Quarter 2024 Financial Results and Provides Corporate Update Company focused on execution of lead program GRI-0621 for the treatment of Idiopathic Pulmonary Fibrosis (IPF) GRI-0621 interim data readout of Phase 2a biomarker stu

Exhibit 99.1 GRI Bio Reports Second Quarter 2024 Financial Results and Provides Corporate Update Company focused on execution of lead program GRI-0621 for the treatment of Idiopathic Pulmonary Fibrosis (IPF) GRI-0621 interim data readout of Phase 2a biomarker study on track for Q4 2024 and topline data on track for Q1 2025 LA JOLLA, CA, August 13, 2024 (GLOBE NEWSWIRE) - GRI Bio, Inc. (NASDAQ: GRI

August 14, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

August 2, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

July 26, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Id

July 26, 2024 424B5

GRI BIO, INC. Up to $2,644,609 Common Stock

424B5 1 gri-atmxprospectussuppleme.htm 424B5 Filed pursuant to Rule 424(b)(5) Registration No. 333-279348 PROSPECTUS SUPPLEMENT (To Prospectus Supplements Dated May 20, 2024 and July 19, 2024, to Prospectus Dated May 16, 2024) GRI BIO, INC. Up to $2,644,609 Common Stock This prospectus supplement amends, supplements, and supersedes certain information contained in the prospectus supplement dated M

July 23, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

July 19, 2024 424B5

GRI BIO, INC. Up to $1,038,886 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-279348 PROSPECTUS SUPPLEMENT (To Prospectus Supplement Dated May 20, 2024, to Prospectus Dated May 16, 2024) GRI BIO, INC. Up to $1,038,886 Common Stock This prospectus supplement amends, supplements, and supersedes certain information contained in the prospectus supplement dated May 20, 2024, and its accompanying prospectus dated May 16, 2024

July 19, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Id

July 8, 2024 EX-99.1

GRI Bio Regains Compliance with Nasdaq

Exhibit 99.1 GRI Bio Regains Compliance with Nasdaq LA JOLLA, CA, July 8, 2024 (GLOBE NEWSWIRE) - GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (NKT) cell modulators for the treatment of inflammatory, fibrotic and autoimmune diseases, today announced that it received notice on July 2, 2024 from The Nasdaq Stoc

July 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2024 GRI BIO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Ide

June 27, 2024 EX-4.4

Form of Placement Agent Warrant

Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: June 28, 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder

June 27, 2024 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 Exhibit A-3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: June 28, 2024 Initial Exercise Date: June 28, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, a

June 27, 2024 EX-99.1

GRI Bio Announces Pricing of $4.0 Million Public Offering

Exhibit 99.1 GRI Bio Announces Pricing of $4.0 Million Public Offering LA JOLLA, CA, June 27, 2024 (GLOBE NEWSWIRE) - GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (“NKT”) cell modulators for the treatment of inflammatory, fibrotic and autoimmune diseases, today announced the pricing of a public offering of an

June 27, 2024 EX-4.3

Form of Series C-2 Common Warrant.

Exhibit 4.3 Exhibit A-2 SERIES C-2 COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: June 28, 2024 THIS SERIES C-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholde

June 27, 2024 EX-4.2

Form of Series C-1 Warrant

Exhibit 4.2 Exhibit A-1 SERIES C-1 COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: June 28, 2024 THIS SERIES C-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholde

June 27, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Id

June 27, 2024 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2024, between GRI Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

June 27, 2024 424B4

60,000 Shares of Common Stock 2,125,793 Pre-Funded Warrants to Purchase Up to 2,125,793 Shares of Common Stock 2,185,793 Series C-1 Warrants to Purchase Up to 2,185,793 Shares of Common Stock 2,185,793 Series C-2 Warrants to Purchase Up to 2,185,793

Filed pursuant to 424(b)(4) Registration No. 333-280323 PROSPECTUS 60,000 Shares of Common Stock 2,125,793 Pre-Funded Warrants to Purchase Up to 2,125,793 Shares of Common Stock 2,185,793 Series C-1 Warrants to Purchase Up to 2,185,793 Shares of Common Stock 2,185,793 Series C-2 Warrants to Purchase Up to 2,185,793 Shares of Common Stock 153,006 Placement Agent Warrants to Purchase Up to 153,006 S

June 26, 2024 EX-4.21

Form of Pre-Funded Warrant

Exhibit 4.21 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

June 26, 2024 EX-4.22

Series C-1

Exhibit 4.22 SERIES C-1 COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS SERIES C-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

June 26, 2024 EX-10.38

Form of Securities Purchase Agreement.

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between GRI Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

June 26, 2024 EX-4.23

orm of Series C-2 Warrant.

Exhibit 4.23 SERIES C-2 COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS SERIES C-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

June 26, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GRI Bio, Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee E

June 26, 2024 EX-4.24

Form of Placement Agent Warrant.

Exhibit 4.24 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o

June 26, 2024 S-1/A

As filed with the Securities and Exchange Commission on June 26, 2024.

As filed with the Securities and Exchange Commission on June 26, 2024. Registration No. 333-280323 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-4369909 (State or other jurisdiction of incorporation or or

June 26, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GRI Bio, Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee E

June 26, 2024 S-1/A

As filed with the Securities and Exchange Commission on June 25, 2024.

As filed with the Securities and Exchange Commission on June 25, 2024. Registration No. 333-280323 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-4369909 (State or other jurisdiction of incorporation or or

June 25, 2024 CORRESP

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037 VIA EDGAR June 25, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Daniel Crawford Re: GRI Bio, Inc. Registration Statement on Form S-1 (Reg. No. 333-280323) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to

June 25, 2024 CORRESP

VIA EDGAR

June 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: GRI Bio, Inc. Registration Statement on Form S-1 (Registration No. 333-280323), as amended - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pursuant to the

June 20, 2024 S-1

As filed with the Securities and Exchange Commission on June 18, 2024.

As filed with the Securities and Exchange Commission on June 18, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-4369909 (State or other jurisdiction of incorporation or organization) (Primary Stan

June 20, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GRI Bio, Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee E

June 20, 2024 EX-3.1

Amended and Restated Certificate of Incorporation, as amended.

Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “VALLON PHARMACEUTICALS, INC.”, FILED IN THIS OFFICE ON THE TENTH DAY OF FEBRUARY, A.D. 2021, AT 1:14 O’CLOCK P.M. 6705195 8100 Authentication: 202482772 SR# 20210402453 Date: 02-10-21 You may verify this c

June 18, 2024 424B3

25,419 Shares of Common Stock 359,196 Pre-Funded Warrants to Purchase Up to 359,196 Shares of Common Stock 384,615 Series B-1 Common Warrants to Purchase Up to 384,615 Shares of Common Stock 384,615 Series B-2 Common Warrants to Purchase Up to 384,61

Filed pursuant to 424(b)(3) Registration No. 333-276205 PROSPECTUS SUPPLEMENT NO. 6 To Prospectus dated February 1, 2024 25,419 Shares of Common Stock 359,196 Pre-Funded Warrants to Purchase Up to 359,196 Shares of Common Stock 384,615 Series B-1 Common Warrants to Purchase Up to 384,615 Shares of Common Stock 384,615 Series B-2 Common Warrants to Purchase Up to 384,615 Shares of Common Stock 359,

June 18, 2024 424B3

45,431 Shares of Common Stock Offered by the Selling Stockholder

Filed pursuant to 424(b)(3) Registration No. 333-274972 PROSPECTUS SUPPLEMENT NO. 10 To Prospectus dated December 15, 2023 45,431 Shares of Common Stock Offered by the Selling Stockholder This prospectus supplement No. 10 supplements the prospectus dated December 15, 2023 (the “Prospectus”), which covers the offer and resale by the selling stockholder identified in this prospectus of up to an aggr

June 18, 2024 EX-10.1

by and between the Company and Albert

Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (“Amendment No. 1”) is entered into between Albert Agro, Ph.D (“Executive”) and GRI Bio, Inc. (the “Company”) to amend Executive’s Employment Agreement with the Company (the “Employment Agreement’). This Amendment No. 1 is effective as of June 17, 2024 (the “Effective Date”). WHEREAS, the Company has employed Executive pursu

June 18, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Id

June 17, 2024 424B3

330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase U

Filed pursuant to 424(b)(3) Registration No. 333-276205 PROSPECTUS SUPPLEMENT NO. 5 To Prospectus dated February 1, 2024 330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase Up to 5,000,000 Shares of Comm

June 17, 2024 424B3

590,603 Shares of Common Stock Offered by the Selling Stockholder

Filed pursuant to 424(b)(3) Registration No. 333-274972 PROSPECTUS SUPPLEMENT NO. 9 To Prospectus dated December 15, 2023 590,603 Shares of Common Stock Offered by the Selling Stockholder This prospectus supplement No. 9 supplements the prospectus dated December 15, 2023 (the “Prospectus”), which covers the offer and resale by the selling stockholder identified in this prospectus of up to an aggre

June 14, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Id

June 14, 2024 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of GRI Bio, Inc.

Exhibit 3.1

June 14, 2024 EX-99.1

GRI Bio Announces Reverse Stock Split GRI’s common stock is expected to begin trading on a post-split adjusted basis on June 18, 2024

Exhibit 99.1 GRI Bio Announces Reverse Stock Split GRI’s common stock is expected to begin trading on a post-split adjusted basis on June 18, 2024 LA JOLLA, CA, June 14, 2024 – GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (“NKT”) cell modulators for the treatment of inflammatory, fibrotic and autoimmune disea

June 7, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Ide

May 31, 2024 424B3

590,603 Shares of Common Stock Offered by the Selling Stockholder

Filed pursuant to 424(b)(3) Registration No. 333-274972 PROSPECTUS SUPPLEMENT NO. 8 To Prospectus dated December 15, 2023 590,603 Shares of Common Stock Offered by the Selling Stockholder This prospectus supplement No. 8 supplements the prospectus dated December 15, 2023 (the “Prospectus”), which covers the offer and resale by the selling stockholder identified in this prospectus of up to an aggre

May 31, 2024 424B3

330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase U

Filed pursuant to 424(b)(3) Registration No. 333-276205 PROSPECTUS SUPPLEMENT NO. 4 To Prospectus dated February 1, 2024 330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase Up to 5,000,000 Shares of Comm

May 22, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Ide

May 21, 2024 424B3

330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase U

Filed pursuant to 424(b)(3) Registration No. 333-276205 PROSPECTUS SUPPLEMENT NO. 3 To Prospectus dated February 1, 2024 330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase Up to 5,000,000 Shares of Comm

May 21, 2024 424B3

590,603 Shares of Common Stock Offered by the Selling Stockholder

Filed pursuant to 424(b)(3) Registration No. 333-274972 PROSPECTUS SUPPLEMENT NO. 7 To Prospectus dated December 15, 2023 590,603 Shares of Common Stock Offered by the Selling Stockholder This prospectus supplement No. 7 supplements the prospectus dated December 15, 2023 (the “Prospectus”), which covers the offer and resale by the selling stockholder identified in this prospectus of up to an aggre

May 20, 2024 EX-10.1

At The Market Offering Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of May 20, 2024

Exhibit 10.1 AT THE MARKET OFFERING AGREEMENT May 20, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: GRI Bio, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agreement

May 20, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Ide

May 20, 2024 424B5

Up to $961,579 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-279348 Prospectus Supplement (To Prospectus dated May 16, 2024) Up to $961,579 Common Stock We have entered into an At the Market Offering Agreement (the “Sales Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”or “sales agent”) relating to the sale of shares of our common stock, par value $0.0001 per share, offered by this prospectus s

May 14, 2024 CORRESP

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037 May 14, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Chris Edwards Re: GRI Bio, Inc. Registration Statement on Form S-3 Filed May 10, 2024 File No. 333-279348 (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: In

May 14, 2024 424B3

590,603 Shares of Common Stock Offered by the Selling Stockholder

Filed pursuant to 424(b)(3) Registration No. 333-274972 PROSPECTUS SUPPLEMENT NO. 6 To Prospectus dated December 15, 2023 590,603 Shares of Common Stock Offered by the Selling Stockholder This prospectus supplement No. 6 supplements the prospectus dated December 15, 2023 (the “Prospectus”), which covers the offer and resale by the selling stockholder identified in this prospectus of up to an aggre

May 14, 2024 424B3

330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase U

Filed pursuant to 424(b)(3) Registration No. 333-276205 PROSPECTUS SUPPLEMENT NO. 2 To Prospectus dated February 1, 2024 330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase Up to 5,000,000 Shares of Comm

May 13, 2024 EX-99.1

GRI Bio Reports First Quarter 2024 Financial Results and Provides Corporate Update Interim data readout of Phase 2a biomarker study evaluating lead program GRI-0621 for the treatment of Idiopathic Pulmonary Fibrosis (IPF) expected Q3 2024 and topline

Exhibit 99.1 GRI Bio Reports First Quarter 2024 Financial Results and Provides Corporate Update Interim data readout of Phase 2a biomarker study evaluating lead program GRI-0621 for the treatment of Idiopathic Pulmonary Fibrosis (IPF) expected Q3 2024 and topline data on track for Q4 2024 Ongoing progress of Investigational New Drug (IND) enabling studies in systemic lupus erythematosus (SLE) prog

May 13, 2024 EX-99.2

A New Approach to Inflammatory Diseases NASDAQ: GRI | gribio.com May 2024 Corporate Presentation Forward Looking Statements This presentation is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any secu

griinvestorpresenation0 A New Approach to Inflammatory Diseases NASDAQ: GRI | gribio.

May 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 GRI BIO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Ide

May 10, 2024 EX-4.5

Form of Subordinated Indenture

Exhibit 4.5 GRI BIO, INC. Issuer AND [], Trustee INDENTURE Dated as of [] Subordinated Debt Securities TABLE OF CONTENTS1 Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions of Terms. 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.1 Designation and Terms of Securities. 5 Section 2.2 Form of Securities and Trustee’s Certificate. 7 Section 2.3

May 10, 2024 S-3

As filed with the Securities and Exchange Commission on May 10, 2024

As filed with the Securities and Exchange Commission on May 10, 2024 Registration No.

May 10, 2024 EX-4.4

Form of Senior Indenture

Exhibit 4.4 GRI BIO, INC. Issuer AND [], Trustee INDENTURE Dated as of [] Senior Debt Securities TABLE OF CONTENTS1 Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions of Terms. 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.1 Designation and Terms of Securities. 5 Section 2.2 Form of Securities and Trustee’s Certificate. 7 Section 2.3 Denom

May 10, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-40034 GRI BIO, INC.

May 10, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) GRI Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities

May 9, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

April 29, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

April 1, 2024 EX-99.1

GRI Bio Reports Full Year 2023 Financial Results and Provides Corporate Update Ongoing Phase 2a biomarker study evaluating lead program GRI-0621 for the treatment of Idiopathic Pulmonary Fibrosis (IPF) with interim data expected H1 2024 and topline d

Exhibit 99.1 GRI Bio Reports Full Year 2023 Financial Results and Provides Corporate Update Ongoing Phase 2a biomarker study evaluating lead program GRI-0621 for the treatment of Idiopathic Pulmonary Fibrosis (IPF) with interim data expected H1 2024 and topline data expected H2 2024 GRI-0803 systemic lupus erythematosus (SLE) program advancing towards completion of Investigational New Drug (IND) A

April 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Id

March 28, 2024 EX-4.27

Description of Securities.

Exhibit 4.27 DESCRIPTION OF THE REGISTRANT’S SECURITIES The following summary of the material terms of the capital stock of GRI Bio, Inc. (formerly Vallon Pharmaceuticals, Inc.) is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our amended and restated certificate of incorporation, as amended (“Amended and Restated Certifica

March 28, 2024 424B3

590,603 Shares of Common Stock Offered by the Selling Stockholder

Filed pursuant to 424(b)(3) Registration No. 333-274972 PROSPECTUS SUPPLEMENT NO. 5 To Prospectus dated December 15, 2023 590,603 Shares of Common Stock Offered by the Selling Stockholder This prospectus supplement No. 5 supplements the prospectus dated December 15, 2023 (the “Prospectus”), which covers the offer and resale by the selling stockholder identified in this prospectus of up to an aggre

March 28, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-400

March 28, 2024 424B3

330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase U

Filed pursuant to 424(b)(3) Registration No. 333-276205 PROSPECTUS SUPPLEMENT NO. 1 To Prospectus dated February 1, 2024 330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase Up to 5,000,000 Shares of Comm

March 28, 2024 EX-10.26

Lease Agreement, by and between La Jolla Shores Plaza, LLC and GRI Bio Operations, Inc., dated as of March 2, 2018, for that property located at 2223 Avenida de la Playa, Suite 208, La Jolla, California, 92037, as amended on February 16, 2021 and February 20, 2024.

Exhibit 10.26 STANDARD OFFICE LEASE LA JOLLA SHORES PLAZA THIS STANDARD OFFICE LEASE (“Lease”) is entered into effective as of March 2, 2018 (“Effective Date”), between LA JOLLA SHORES PLAZA, LLC, a California limited liability company (“Landlord”), and GRI BIO, INC., a Delaware Corporation (“Tenant”). Landlord and Tenant agree as follows: BASIC LEASE PROVISIONS The provisions set forth in Paragra

March 28, 2024 EX-3.1

Amended and Restated Certificate of Incorporation

Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “VALLON PHARMACEUTICALS, INC.”, FILED IN THIS OFFICE ON THE TENTH DAY OF FEBRUARY, A.D. 2021, AT 1:14 O’CLOCK P.M. 6705195 8100 Authentication: 202482772 SR# 20210402453 Date: 02-10-21 You may verify this c

February 13, 2024 SC 13G/A

US3622AW1069 / GRI BIO INC / Altium Capital Management LP - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A 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) 3622AW106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

February 2, 2024 EX-4.2

Form of Series B-1 Common Warrant

Exhibit 4.2 FORM OF SERIES B-1 COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Initial Exercise Date: , 2024 Issue Date: February [●], 2024 THIS SERIES B-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

February 2, 2024 424B4

330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase U

Filed Pursuant to Rule 424(b)(4) Registration No. 333-276205 PROSPECTUS 330,450 Shares of Common Stock 4,669,550 Pre-Funded Warrants to Purchase Up to 4,669,550 Shares of Common Stock 5,000,000 Series B-1 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 5,000,000 Series B-2 Common Warrants to Purchase Up to 5,000,000 Shares of Common Stock 4,669,550 Shares of Common Stock underly

February 2, 2024 EX-99.1

GRI Bio Announces Pricing of $5.5 Million Public Offering

Exhibit 99.1 GRI Bio Announces Pricing of $5.5 Million Public Offering LA JOLLA, CA, Feb. 2, 2024 (GLOBE NEWSWIRE) - GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (“NKT”) cell modulators for the treatment of inflammatory, fibrotic and autoimmune diseases, today announced the pricing of its “reasonable best eff

February 2, 2024 EX-4.3

Form of Series B-2 Common Warrant

Exhibit 4.3 FORM OF SERIES B-2 COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Initial Exercise Date: , 2024 Issue Date: February [●], 2024 THIS SERIES B-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

February 2, 2024 424B3

590,603 Shares of Common Stock Offered by the Selling Stockholder

Filed pursuant to 424(b)(3) Registration No. 333-274972 PROSPECTUS SUPPLEMENT NO. 4 To Prospectus dated December 15, 2023 590,603 Shares of Common Stock Offered by the Selling Stockholder This prospectus supplement No. 4 supplements the prospectus dated December 15, 2023 (the “Prospectus”), which covers the offer and resale by the selling stockholder identified in this prospectus of up to an aggre

February 2, 2024 8-K

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

February 2, 2024 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Initial Exercise Date: , 2024 Issue Date: February [●], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

February 2, 2024 EX-10.1

Form of Securities Purchase Agreement, dated as of February 1, 2024, between GRI Bio, Inc. and each purchaser named in the signature pages thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2024, between GRI Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

February 2, 2024 EX-10.2

Placement Agency Agreement, dated as of February 1, 2024, by and between GRI Bio, Inc. and A.G.P./Alliance Global Partners.

Exhibit 10.2 February 1, 2024 GRI Bio, Inc. Attention: W. Marc Hertz, Ph.D 2223 Avenida de la Playa, Suite 208 La Jolla, CA 92037 Dear Dr. Hertz: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”) and GRI Bio, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement

February 2, 2024 EX-10.3

Form of Lock-Up Agreement.

Exhibit 10.3 FORM OF LOCK-UP AGREEMENT February 1, 2024 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 Re: GRI Bio, Inc., Proposed Offering Ladies and Gentlemen: The undersigned understands that you (“AGP” or the “Placement Agent”) propose to enter into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Of

January 31, 2024 EX-10.37

Form of Securities Purchase Agreement.

Exhibit 10.37 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between GRI Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in thi

January 31, 2024 S-1/A

As filed with the Securities and Exchange Commission on January 31, 2024.

As filed with the Securities and Exchange Commission on January 31, 2024. Registration No. 333-276205 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-4369909 (State or other jurisdiction of incorporation or

January 31, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) GRI Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table I - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees T

January 31, 2024 EX-10.38

Form of Placement Agent Agreement.

Exhibit 10.38 January [], 2024 GRI Bio, Inc. Attention: W. Marc Hertz, Ph.D 2223 Avenida de la Playa, Suite 208 La Jolla, CA 92037 Dear Dr. Hertz: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”) and GRI Bio, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placemen

January 31, 2024 S-1/A

As filed with the Securities and Exchange Commission on January 30, 2024.

As filed with the Securities and Exchange Commission on January 30, 2024. Registration No. 333-276205 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-4369909 (State or other jurisdiction of incorporation or

January 31, 2024 EX-4.25

Form of Series B-1 Common Warrant.

Exhibit 4.25 SERIES B-1 COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Initial Exercise Date: , 2024 Issue Date: January [●], 2024 THIS SERIES B-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

January 31, 2024 EX-4.26

Form of Series B-2 Common Warrant.

Exhibit 4.26 SERIES B-2 COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Initial Exercise Date: , 2024 Issue Date: January [●], 2024 THIS SERIES B-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

January 31, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) GRI Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table I - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees T

January 31, 2024 EX-4.24

Form of Pre-Funded Warrant

Exhibit 4.24 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GRI BIO, INC. Warrant Shares: Initial Exercise Date: January [●], 2024 Issue Date: January [●], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at a

January 30, 2024 CORRESP

VIA EDGAR

January 31, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: GRI Bio, Inc. Registration Statement on Form S-1 File No. 333-276205 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.

January 30, 2024 424B3

590,603 Shares of Common Stock Offered by the Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274972 PROSPECTUS SUPPLEMENT NO. 3 To Prospectus dated December 15, 2023 590,603 Shares of Common Stock Offered by the Selling Stockholder This prospectus supplement No. 3 supplements the prospectus dated December 15, 2023 (the “Prospectus”), which covers the offer and resale by the selling stockholder identified in this prospectus of up to an

January 30, 2024 CORRESP

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037 January 31, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: GRI Bio, Inc. Registration Statement on Form S-1, as amended File No. 333-276205 (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: In a

January 30, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 GRI BIO, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

January 30, 2024 EX-3.1

ficate of Amendment to the Amended and Restated Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certified that: FIRST: The name of the corporation is GRI Bio, Inc. (the “Corporation”). SECOND: The Amended and Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby fur

January 30, 2024 EX-99.1

GRI Bio Announces Reverse Stock Split GRI’s common stock is expected to begin trading on a post-split adjusted basis on January 30, 2024

Exhibit 99.1 GRI Bio Announces Reverse Stock Split GRI’s common stock is expected to begin trading on a post-split adjusted basis on January 30, 2024 LA JOLLA, CA, January 26, 2024 – GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (“NKT”) cell modulators for the treatment of inflammatory, fibrotic and autoimmune

January 19, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

January 19, 2024 424B3

4,134,201 Shares of Common Stock Offered by the Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274972 PROSPECTUS SUPPLEMENT NO. 2 To Prospectus dated December 15, 2023 4,134,201 Shares of Common Stock Offered by the Selling Stockholder This prospectus supplement No. 2 supplements the prospectus dated December 15, 2023 (the “Prospectus”), which covers the offer and resale by the selling stockholder identified in this prospectus of up to a

January 16, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

January 16, 2024 EX-99.1

A New Approach to Inflammatory Diseases NASDAQ: GRI | gribio.com January 2024 Corporate Presentation Forward Looking Statements This presentation is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any

A New Approach to Inflammatory Diseases NASDAQ: GRI | gribio.com January 2024 Corporate Presentation Forward Looking Statements This presentation is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any securities of GRI Bio, Inc. (“GRI” or the “Company”). This presentation contains “forward-looking statements” within the meaning of the "safe harbor"

January 8, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

January 8, 2024 424B3

4,134,201 Shares of Common Stock Offered by the Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274972 PROSPECTUS SUPPLEMENT NO. 1 To Prospectus dated December 15, 2023 4,134,201 Shares of Common Stock Offered by the Selling Stockholder This prospectus supplement No. 1 supplements the prospectus dated December 15, 2023 (the “Prospectus”), which covers the offer and resale by the selling stockholder identified in this prospectus of up to a

January 8, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

January 2, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

December 21, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) GRI Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table I - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees T

December 21, 2023 S-1

As filed with the Securities and Exchange Commission on December 21, 2023.

As filed with the Securities and Exchange Commission on December 21, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-4369909 (State or other jurisdiction of incorporation or organization) (Primary

December 20, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

December 15, 2023 424B3

4,134,201 Shares of Common Stock Offered by the Selling Stockholder

Filed pursuant to 424(b)(3) Registration No. 333-274972 PROSPECTUS 4,134,201 Shares of Common Stock Offered by the Selling Stockholder This prospectus covers the offer and resale by the selling stockholder identified in this prospectus of up to an aggregate of 4,134,201 shares of our common stock, $0.0001 par value per share (the “Common Stock”), consisting of (i) 1,269,210 shares of Common Stock

December 14, 2023 CORRESP

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037 December 14, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jimmy McNamara and Laura Crotty, Office of Life Sciences Re: GRI Bio, Inc. Registration Statement on Form S-3 Filed on October 13, 2023, as amended on Form S-1 File No. 333-27497

December 5, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

December 5, 2023 EX-99.1

GRI Bio Commences Patient Enrollment in Phase 2a Biomarker Study Evaluating Lead Program GRI-0621 for the Treatment of Idiopathic Pulmonary Fibrosis (“IPF”) Clinical development plan potentially leveraging 505(b)(2) regulatory pathway Currently avail

Exhibit 99.1 GRI Bio Commences Patient Enrollment in Phase 2a Biomarker Study Evaluating Lead Program GRI-0621 for the Treatment of Idiopathic Pulmonary Fibrosis (“IPF”) Clinical development plan potentially leveraging 505(b)(2) regulatory pathway Currently available treatments for IPF are limited to only two approved drugs that come with significant side-effects, limited patient compliance and no

December 4, 2023 EX-10.28

Amended and Restated Non-Employee Director Compensation Program.

Exhibit 10.28 GRI BIO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM (approved on August 10, 2023) Non-employee members of the board of directors (the “Board”) of GRI Bio, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). This Program has been adopted under the Company’s 2018 Equity Incentive Plan (th

December 4, 2023 CORRESP

BOSTON LOS ANGELES MIAMI NEW YORK SAN DIEGO SAN FRANCISCO TORONTO WASHINGTON MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

3580 Carmel Mountain Road Suite 300 San Diego, CA 92130 858 314 1500 mintz.com December 4, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jimmy McNamara and Laura Crotty, Office of Life Sciences Re: GRI Bio, Inc. Registration Statement on Form S-3 Submitted October 13, 2023 File No. 333-274972 Ladies and Gentle

December 4, 2023 EX-21.1

of the registrant

Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization GRI Bio Operations, Inc. Delaware

December 4, 2023 S-1/A

As filed with the Securities and Exchange Commission on December 4, 2023.

As filed with the Securities and Exchange Commission on December 4, 2023. Registration No. 333-274972 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-4369909 (State or other jurisd

December 4, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) GRI Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table I - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

November 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2023 GRI BIO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employe

November 27, 2023 EX-99.1

GRI Bio (NASDAQ: GRI) Announces FDA Clearance of IND for Lead Program GRI-0621, a Type 1 Invariant NKT (“iNKT”) Antagonist for the Treatment of Idiopathic Pulmonary Fibrosis (“IPF”) Clinical development plan leveraging 505(b)(2) regulatory pathway In

Exhibit 99.1 GRI Bio (NASDAQ: GRI) Announces FDA Clearance of IND for Lead Program GRI-0621, a Type 1 Invariant NKT (“iNKT”) Antagonist for the Treatment of Idiopathic Pulmonary Fibrosis (“IPF”) Clinical development plan leveraging 505(b)(2) regulatory pathway Initiation of Phase 2a biomarker study on track to start before year end Currently available treatments for IPF are limited to only two app

November 24, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employe

November 15, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employe

November 15, 2023 EX-99.1

GRI Bio (NASDAQ: GRI) Reports Third Quarter 2023 Financial Results and Provides Corporate Update Phase 2a biomarker study of GRI-0621 for Idiopathic Pulmonary Fibrosis ("IPF") on track to start before year end 2023; Interim data expected H1 2024 Curr

Exhibit 99.1 GRI Bio (NASDAQ: GRI) Reports Third Quarter 2023 Financial Results and Provides Corporate Update Phase 2a biomarker study of GRI-0621 for Idiopathic Pulmonary Fibrosis ("IPF") on track to start before year end 2023; Interim data expected H1 2024 Currently available treatments for IPF are limited with only two approved drugs that come with significant side-effects, limited compliance a

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-40034 GRI BIO, INC.

November 14, 2023 EX-10.3

Clawback Policy.

Exhibit 10.3 GRI BIO, INC. CLAWBACK POLICY I. Introduction The Compensation Committee of the Board of Directors (the “Committee”) of GRI Bio, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. Th

November 1, 2023 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

October 13, 2023 S-3

As filed with the Securities and Exchange Commission on October 13, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 GRI BIO, INC. (Exact nam

As filed with the Securities and Exchange Commission on October 13, 2023 Registration No.

October 13, 2023 EX-FILING FEES

Filing fee table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) GRI Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table I - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

August 25, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

August 25, 2023 EX-99.1

A New Approach to Inflammatory Diseases NASDAQ: GRI | gribio.com August 2023 Corporate Presentation Exhibit 99.1 Forward Looking Statements This presentation is for informational purposes only and is not an offer to sell or a solicitation of an offer

A New Approach to Inflammatory Diseases NASDAQ: GRI | gribio.com August 2023 Corporate Presentation Exhibit 99.1 Forward Looking Statements This presentation is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any securities of GRI Bio, Inc. (“GRI” or the “Company”). This presentation contains “forward-looking statements” within the meaning of the "s

August 23, 2023 EX-99.1

GRI Bio Enters into Asset Purchase Agreement with Aardvark Therapeutics, Inc. for the Sale of Legacy Asset, ADAIR Aardvark to acquire global development and commercialization rights to ADAIR and all intellectual property outside of Europe and licenso

Exhibit 99.1 GRI Bio Enters into Asset Purchase Agreement with Aardvark Therapeutics, Inc. for the Sale of Legacy Asset, ADAIR Aardvark to acquire global development and commercialization rights to ADAIR and all intellectual property outside of Europe and licensor rights for the EU Aardvark to leverage ADAIR formulation technology for certain follow-on pipeline programs in development GRI to recei

August 23, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

August 23, 2023 EX-10.1

Asset Purchase Agreement, by and between the Company and Aardvark Therapeutics, Inc., dated as of August 22, 2023.

Exhibit 10.1 Asset Purchase Agreement between GRI Bio, Inc. and Aardvark Therapeutics, Inc. THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 22nd day of August 2023 (“Effective Date”) between Aardvark Therapeutics, Inc., a company organized and existing under the laws of the State of Delaware, with its principal offices at 4747 Executive Drive, Suite 1020, San D

August 14, 2023 EX-10.6

Employment Agreement, by and between the Company and Albert Agro, Ph.D., dated as of July 1, 2023.

Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 1st day of July, 2023 (the “Effective Date”), between GRI Bio, Inc. (the “Company”) and Albert Agro, PhD. (“Executive”), and shall become effective on the date provided herein. WHEREAS, the Company and Executive, in connection with the Merger, entered into a Consulting Agreement dated as of January 9,

August 14, 2023 EX-99.1

GRI Bio (NASDAQ: GRI) Reports Second Quarter 2023 Financial Results and Provides Corporate Update Rapidly advancing clinical pipeline across multiple high-value inflammatory, fibrotic and autoimmune diseases On track to launch a Phase 2a biomarker st

Exhibit 99.1 GRI Bio (NASDAQ: GRI) Reports Second Quarter 2023 Financial Results and Provides Corporate Update Rapidly advancing clinical pipeline across multiple high-value inflammatory, fibrotic and autoimmune diseases On track to launch a Phase 2a biomarker study evaluating GRI-0621 for the treatment of IPF before year end 2023 Ongoing progress towards completion of IND-enabling studies in SLE

August 14, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-40034 GRI BIO, INC.

July 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 GRI BIO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer Ide

July 6, 2023 EX-99.1

GRI Bio, Inc. Balance Sheets (in thousands, except share and per share amounts)

Exhibit 99.1 GRI Bio, Inc. Balance Sheets (in thousands, except share and per share amounts) March 31, 2023 December 31, 2022 (unaudited) Assets Current assets: Cash 460 $ 9 Prepaid expenses and other assets 271 299 Total current assets 731 308 Property and equipment, net 11 4 Operating lease right-of-use assets 55 67 Deposits 4 4 Total assets $ 801 $ 383 Liabilities and stockholders' deficit Curr

July 6, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Num

July 6, 2023 EX-99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On April 21, 2023, pursuant to that Agreement and Plan of Merger, dated as of December 13, 2022, as amended on February 17, 2023 (the “Merger Agreement”), by and among GRI Bio, Inc., formerly known as Vallon Pharmaceuticals, Inc. (the “Company” or “Vallon”), GRI Operations, Inc., formerly known as GRI Bio, Inc., a Delaware co

July 6, 2023 EX-99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of GRI’s financial condition and results of operations should be read in conjunction with GRI’s financial statements and the related notes which are filed as Exhibit 99.1 of Amendment No. 2 to the Current Report on Form 8-K filed with the SEC on July 6, 2023. Som

July 6, 2023 EX-99.2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of GRI Bio, Inc.: Opinion on the Financial Statements We have audited the accompanying balance sheets of GRI Bio, Inc. (“the Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two

June 7, 2023 424B3

GRI BIO, INC. 1,142,289 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272276 PROSPECTUS GRI BIO, INC. 1,142,289 Shares of Common Stock This prospectus covers the offer and resale by the selling stockholder identified in this prospectus of up to 1,142,289 shares of our common stock, $0.0001 par value per share (the “Common Stock”), issuable upon the exercise of Series A-2 Warrants to purchase shares of Common Stoc

June 5, 2023 CORRESP

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037

GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037 June 5, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Arzhang Navai Re: GRI Bio, Inc. Registration Statement on Form S-3 Filed May 30, 2023 File No. 333-272276 (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: In

May 30, 2023 EX-FILING FEES

Filing fee table.

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

May 30, 2023 S-3

As filed with the Securities and Exchange Commission on May 30, 2023

As filed with the Securities and Exchange Commission on May 30, 2023 Registration No.

May 26, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Num

May 26, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 26, 2023 EX-3.2

Amended and Restated Bylaws.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF GRI BIO, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as otherwi

May 26, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

May 15, 2023 EX-4.1

A&R 2018 Equity Incentive Plan.

Exhibit 4.1 GRI BIO, INC. 2018 EQUITY INCENTIVE PLAN (As amended and restated) 1. Establishment and Purpose. a. Establishment. GRI Bio, Inc. (formerly known as Vallon Pharmaceuticals, Inc.) (the “Company”) established the GRI Bio, Inc. 2018 Equity Incentive Plan (formerly known as the Vallon Pharmaceuticals, Inc. 2018 Equity Incentive Plan) (the “Plan”) effective as of October 1, 2018. The Plan is

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-40034 GRI BIO, INC.

May 3, 2023 EX-1

EXHIBIT 1

Altium Capital Management, LP SC 13G Page 12 of 12 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.

May 3, 2023 SC 13G

US3622AW1069 / GRI BIO INC / Altium Capital Management LP - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GRI BIO, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 3622AW106 (CUSIP Number) April 24, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

May 2, 2023 SC 13G

US3622AW1069 / GRI BIO INC / TEP Biotech, LLC Passive Investment

UNITED STATES 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) 3622AW 106 (CUSIP Number) April 21, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

April 27, 2023 EX-99.1

GRI Bio (NASDAQ: GRI) to Present at the Virtual Investor New to the Street Event - Live moderated webcast with members of the GRI Bio management team on Wednesday, May 3rd at 2:00 PM ET

Exhibit 99.1 GRI Bio (NASDAQ: GRI) to Present at the Virtual Investor New to the Street Event - Live moderated webcast with members of the GRI Bio management team on Wednesday, May 3rd at 2:00 PM ET LA JOLLA, CA, April 27, 2023 – GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (“NKT”) cell modulators for the tre

April 27, 2023 EX-99.1

NASDAQ: GRI gribio.com Advancing Innovative NKT Cell Modulators to Transform the Treatment of Inflammatory, Fibrotic and Autoimmune Diseases Corporate Presentation April 2023 Exhibit 99.1 NASDAQ: GRI Forward Looking Statements This presentation is fo

NASDAQ: GRI gribio.com Advancing Innovative NKT Cell Modulators to Transform the Treatment of Inflammatory, Fibrotic and Autoimmune Diseases Corporate Presentation April 2023 Exhibit 99.1 NASDAQ: GRI Forward Looking Statements This presentation is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any securities of GRI Bio, Inc. (“GRI” or the “Company”

April 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 GRI BIO, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer I

April 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 GRI BIO, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 GRI BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40034 82-4369909 (State or other jurisdiction (Commission File Number) (IRS Employer I

April 25, 2023 SC 13D

US3622AW1069 / GRI BIO INC / Agro Albert - SC 13D Activist Investment

——————————————————————————————————————————————— UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 25, 2023 SC 13D

US3622AW1069 / GRI BIO INC / Chaturvedi Vipin - SC 13D Activist Investment

——————————————————————————————————————————————— UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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