GRI Bio, Inc.

The following table sets forth our cash and capitalization as of December 31, 2024:

•on an actual basis; and

•on a pro forma basis to give effect to the issuance and sale of shares of our Common Stock in this offering at an assumed combined public offering price of $ per share of Common Stock and accompanying Warrants (the last reported sale price of our Common Stock on The Nasdaq Capital Market on , 2025), less Placement Agent fees and estimated offering expenses payable by us, for total net proceeds of approximately $ , assuming no exercise of Warrants or Placement Agent Warrants and no sale of any Pre-Funded Warrants.

You should read this table together with “Use of Proceeds” and our audited and unaudited financial statements and related notes thereto included elsewhere in this prospectus.

The table and discussion above is based on 525,485 shares of our Common Stock outstanding as of December 31, 2024 (as adjusted for the February 2025 Reverse Stock Split), which amount excludes as of such date:

•5 shares of Common Stock reserved for future issuance under the A&R 2018 Plan.

The information discussed above is illustrative only and will adjust based on the actual public offering price, the actual number of shares of Common Stock and Warrants that we offer in this offering, and other terms of this offering determined at pricing. Except as indicated otherwise, the discussion and table above assume (i) no sale of the Pre-Funded Warrants, which, if sold, would reduce the number of shares of Common Stock that we are offering on a one-for-one basis, (ii) no exercise of the Warrants accompanying the shares of Common Stock sold in this offering and (iii) no exercise of the Placement Agent Warrants.