GRI Bio, Inc.

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative of these words or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

•our history of losses and need for additional capital to fund our operations, our inability to obtain additional capital on acceptable terms, or at all, our ability to continue as a going concern, and our need to liquidate if we fail to obtain adequate funding, which could result in our stockholders receiving no value for their investment;

•our ability to remain listed on The Nasdaq Capital Market;

•our limited operating history and the difficulties encountered by a small developing company;

•expected restructuring-related cash outlays, including the timing and amount of those outlays;

•the timing of initiation of planned clinical trials;

•the timing of any planned INDs or NDAs;

•plans to research, develop, and commercialize current and future product candidates;

•the ability to enter into new collaborations, and to fulfill obligations under any such collaboration agreements;

•the clinical utility, potential benefits, and market acceptance of product candidates;

•commercialization, marketing, and manufacturing capabilities and strategy;

•the ability to identify additional products or product candidates with significant commercial potential;

•developments and projections relating to our competitors and their industries;

•the impact of government laws and regulations;

•our ability to protect our intellectual property position;

•estimates regarding future revenue, expenses, capital requirements, and need for additional financing following the offering;

•any statements about the effect, or potential effect, of the reverse stock splits, including the February 2025 Reverse Stock Split, on the price or trading of our Common Stock on The Nasdaq Capital Market;

•our ability to complete the reasonable best efforts offering; and

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to new information, actual results or to changes in our expectations, except as required by law.