GRI BIO Inc
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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FY2023 · Filed Mar 28, 2024
GRI$1.89+10.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this report:
(1)Financial Statements. The financial statements of the Company, together with the report thereon of Sadler, Gibb & Associates LLC, an independent registered public accounting firm, are included in this Annual Report beginning on page F-1.
(2)Financial Statement Schedules. All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
(3)Exhibits. See (b) below.
(b)Exhibits
The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Description | Filed Herewith | Form | Date | File Number |
| 2.1△ | Agreement and Plan of Merger, dated as of December 13, 2022, by and among the Company, GRI Bio, Inc., and Vallon Merger Sub, Inc. | 8-K | 12/13/22 | 001-40034 | |
| 2.2 | Amendment to Agreement and Plan of Merger, dated as of February 17, 2023, by and among the Company, GRI Bio, Inc., and Vallon Merger Sub, Inc. | S-4/A | 02/24/23 | 333-268977 | |
| 3.1 | Amended and Restated Certificate of Incorporation, as amended | X | |||
| 3.2 | Amended and Restated Bylaws | 8-K/A | 05/26/23 | 001-40034 | |
| 4.1 | Specimen Common Stock Certificate. | S-1 | 10/23/20 | 333-249636 | |
| 4.2△ | Registration Rights Agreement, by and between Vallon Pharmaceuticals, Inc. and the investor party thereto, dated December 13, 2022. | 8-K | 12/31/22 | 001-40034 | |
| 4.3 | Form of Bridge Warrant. | 8-K | 12/13/22 | 001-40034 | |
| 4.4 | Form of Amendment No. 1 to Common Stock Purchase Warrant. | 8-K | 07/26/22 | 001-40034 | |
| 4.5 | Form of Equity Warrant. | 8-K | 12/13/22 | 001-40034 | |
| 4.6 | Form of Exchange Warrant. | 8-K | 12/13/22 | 001-40034 | |
| 4.7△ | Form of Senior Secured Note of GRI Bio Operations, Inc. | 8-K | 12/13/22 | 001-40034 | |
| 4.8 | Warrant to Purchase Stock issued to TEP Biotech, LLC, dated as of November 2, 2018. | S-4 | 12/23/22 | 333-268977 | |
| 4.9 | Warrant to Purchase Stock issued to TEP Biotech, LLC, dated as of December 3, 2019. | S-4 | 12/23/22 | 333-268977 | |
| 4.10 | Warrant to Purchase Stock issued to TEP Biotech, LLC, dated as of July 7, 2022. | S-4 | 12/23/22 | 333-268977 | |
| 4.11 | Warrant to Purchase Stock issued to Oppel Greeff, dated as of July 7, 2022. | S-4 | 12/23/22 | 333-268977 | |
| 4.12 | Warrant to Purchase Stock issued to Oppel Greeff, dated as of November 4, 2020. | S-4 | 12/23/22 | 333-268977 | |
| 4.13 | Warrant to Purchase Stock issued to Dinver LLC, dated as of November 4, 2020. | S-4 | 12/23/22 | 333-268977 | |
| 4.14 | Warrant to Purchase Stock issued to Eric Reiter, dated as of November 4, 2020. | S-4 | 12/23/22 | 333-268977 | |
| 4.15 | Warrant to Purchase Stock issued to FT618 Investments, LLC, dated as of November 9, 2020. | S-4 | 12/23/22 | 333-268977 | |
| 4.16 | Warrant to Purchase Stock issued to FT618 Investments, LLC, dated as of December 28, 2020. | S-4 | 12/23/22 | 333-268977 | |
| 4.17 | Form of Amendment to 2020 Warrant to Purchase Stock. | S-4/A | 01/27/23 | 333-268977 | |
| 4.18 | Form of Amendment to 2022 Warrant to Purchase Stock. | S-4/A | 01/27/23 | 333-268977 | |
| 4.19△ | Securities Purchase Agreement, by and between GRI Bio Operations, Inc. and Altium Growth Fund, LP, dated as of December 13, 2022. | 8-K | 12/13/22 | 001-40034 | |
| 4.20△ | Securities Purchase Agreement, by and among the Company, GRI Bio Operations, Inc. and Altium Growth Fund, LP, dated as of December 13, 2022. | 8-K | 12/13/22 | 001-40034 | |
| 4.21△ | Omnibus Amendment to Securities Purchase Agreements, by and among the Company, GRI Bio Operations, Inc., and Altium Growth Fund, LP, dated as of February 17, 2023. | S-4 | 03/06/23 | 333-268977 | |
| 4.22 | Investor’s Rights Agreement, by and between the Company and Salmon Pharma GmbH, dated as of July 25, 2019. | S-1 | 10/23/20 | 333-249636 | |
| 4.23△ | Voting Agreement, by and among the Company and certain of its stockholders, dated as of December 30 2020. | S-1 | 10/23/20 | 333-249636 | |
| 4.24 | Form of Pre-Funded Warrant. | S-1/A | 01/31/24 | 333-276025 | |
| 4.25 | Form of Series B-1 Common Warrant. | S-1/A | 01/31/24 | 333-276025 | |
| 4.26 | Form of Series B-2 Common Warrant. | S-1/A | 01/31/24 | 333-276025 | |
| 4.27 | Description of Securities. | X | |||
| 10.1# | A&R 2018 Equity Incentive Plan. | 10-Q | 05/15/23 | 001-40034 | |
| 10.2# | Form of Nonqualified Stock Option Agreement under the Company’s 2018 Equity Incentive Plan. | S-1 | 10/23/20 | 333-249636 | |
| 10.3# | Form of Incentive Stock Option Agreement under the Company’s 2018 Equity Incentive Plan. | S-1 | 10/23/20 | 333-249636 | |
| 10.4# | GRI Bio Operations, Inc. 2015 Equity Incentive Plan. | S-4 | 12/23/22 | 333-268977 | |
| 10.5 | License Agreement, by and between the Company and MEDICE Arzneimittel Putter GmbH & Co. KG, dated as of January 6, 2020. | S-1 | 10/23/20 | 333-249636 | |
| 10.6 | Form of Company Support Agreement, by and between GRI Bio Operations, Inc. and each of the parties named in each agreement therein, dated as of December 13, 2022. | 8-K | 12/13/22 | 001-40034 | |
| 10.7 | Form of GRI Bio Operations, Inc. Support Agreement, by and between the Company and each of the parties named in each agreement therein., dated as of December 13, 2022. | 8-K | 12/13/22 | 001-40034 | |
| 10.8 | Placement Agency Agreement, by and between the Company and Ladenburg Thalmann & Co., Inc., dated as of May 13, 2022. | 8-K | 05/13/22 | 001-40034 | |
| 10.9△ | Form of Securities Purchase Agreement. | 8-K | 05/13/22 | 001-40034 | |
| 10.10△ | Amendment No. 1 to Securities Purchase Agreement, by and between the Company and each purchaser identified on the signature pages thereto, dated as of July 25, 2022. | 8-K | 07/26/22 | 001-40034 | |
| 10.11# | Incentive Stock Option Agreement, by and between GRI Bio Operations, Inc. and Sean Edwards, dated as of November 4, 2016. | S-4 | 12/23/22 | 333-268977 | |
| 10.12# | Nonqualified Stock Option Agreement, by and between GRI Bio Operations, Inc. and Rohit Loomba, dated as of November 4, 2016. | S-4 | 12/23/22 | 333-268977 | |
| 10.13# | Nonqualified Stock Option Agreement, by and between GRI Bio Operations, Inc. and Gerald Yakatan, dated as of November 4, 2016. | S-4 | 12/23/22 | 333-268977 | |
| 10.14△ | Restricted Stock Purchase Agreement, by and between GRI Bio Operations, Inc. and Albert Agro, dated as of November 1, 2009. | S-4 | 12/23/22 | 333-268977 | |
| 10.15# | Restricted Stock Award Agreement, by and between GRI Bio Operations, Inc. and Albert Agro, dated as of April 2, 2015, as amended by the Amendment to the Restricted Stock Award Agreement, by and between GRI Bio Operations, Inc. and Albert Agro, dated as of December 7, 2022. | S-4 | 12/23/22 | 333-268977 | |
| 10.16#△ | Restricted Stock Purchase Agreement, by and between GRI Bio Operations, Inc. and Vipin Kumar Chaturvedi, dated as of March 28, 2009. | S-4 | 12/23/22 | 333-268977 | |
| 10.17# | Restricted Stock Award Agreement, by and between GRI Bio Operations, Inc. and Vipin Kumar Chaturvedi, dated as of April 2, 2015, as amended by the Amendment to the Restricted Stock Award Agreement, by and between GRI Bio Operations, Inc. and Vipin Kumar Chaturvedi, dated as of December 7, 2022. | S-4 | 12/23/22 | 333-268977 | |
| 10.18# | Restricted Stock Award Agreement, by and between GRI Bio Operations, Inc. and Sean Edwards, dated as of March 31, 2021. | S-4 | 12/23/22 | 333-268977 | |
| 10.19# | Restricted Stock Award Agreement, by and between GRI Bio Operations, Inc. and Sean Edwards, dated as of December 7, 2022. | S-4 | 12/23/22 | 333-268977 | |
| 10.20#△ | Restricted Stock Purchase Agreement, by and between GRI Bio Operations, Inc. and W. Marc Hertz, dated as of March 28, 2009. | S-4 | 12/23/22 | 333-268977 | |
| 10.21# | Restricted Stock Award Agreement, by and between GRI Bio Operations, Inc. and W. Marc Hertz, dated as of April 2, 2015, as amended by the Amendment to the Restricted Stock Award Agreement, by and between GRI Bio Operations, Inc. and W. Marc Hertz, dated as of December 7, 2022. | S-4 | 12/23/22 | 333-268977 | |
| 10.22# | Restricted Stock Award Agreement, by and between GRI Bio Operations, Inc. and W. Marc Hertz, dated as of March 31, 2021. | S-4 | 12/23/22 | 333-268977 | |
| 10.23# | Restricted Stock Award Agreement, by and between GRI Bio Operations, Inc. and W. Marc Hertz, dated as of December 7, 2022. | S-4 | 12/23/22 | 333-268977 | |
| 10.24# | Consulting and Clinical Advisory Board Agreement, by and between GRI Bio Operations, Inc. and Rohit Loomba, M.D., dated as of June 3, 2016. | S-4 | 12/23/22 | 333-268977 | |
| 10.25# | Consulting and Scientific Advisory Board Agreement, by and between GRI Bio Operations, Inc. and Vipin Kumar Chaturvedi, personally or through Vidur Discoveries LLC, dated as of October 31, 2018. | S-4 | 12/23/22 | 333-268977 | |
| 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. | X | |||
| 10.27# | Amended and Restated Non-Employee Director Compensation Program. | S-1/A | 12/04/23 | 333-274972 | |
| 10.28# | Form of Indemnification Agreement. | 8-K | 04/21/23 | 001-40034 | |
| 10.29# | Employment Agreement, by and between GRI Bio Operations, Inc. and Marc Hertz, Ph.D., dated as of February 20, 2023. | S-4/A | 02/24/23 | 333-268977 | |
| 10.30# | Employment Agreement, by and between GRI Bio Operations, Inc. and Leanne M. Kelly, dated as of February 20, 2023. | S-4/A | 02/24/23 | 333-268977 | |
| 10.31# | Employment Agreement, by and between GRI Bio Operations, Inc. and Vipin Kumar Chaturvedi, dated as of February 20, 2023. | S-4/A | 02/24/23 | 333-268977 | |
| 10.32# | Consulting Agreement, by and between GRI Bio Operations, Inc. and Albert Agro, Ph.D, dated as of January 9, 2023. | 8-K | 04/21/23 | 001-40034 | |
| 10.33# | Separation Agreement, by and between the Company and David Baker, dated as of April 21, 2023. | 8-K | 04/21/23 | 001-40034 | |
| 10.34# | Employment Agreement, by and between the Company and Albert Agro, Ph.D., dated as of July 1, 2023. | 10-Q | 08/14/23 | 001-40034 | |
| 10.35△ | Asset Purchase Agreement, by and between the Company and Aardvark Therapeutics, Inc., dated as of August 22, 2023. | 8-K | 08/23/23 | 001-40034 | |
| 10.36△ | Form of Securities Purchase Agreement. | S-1/A | 01/31/24 | 333-276025 | |
| 10.37 | Form of Placement Agent Agreement. | S-1/A | 01/31/24 | 333-276025 | |
| 21.1 | Subsidiaries | S-1/A | 12/04/23 | 333-274972 | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | |||
| 24.1 | Powers of Attorney for directors and certain executive officers (contained on the signature page) | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15a-14(a) under the Exchange Act. | X | |||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15a-14(a) under the Exchange Act | X | |||
| 32.1+ | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.2+ | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 97 | Clawback Policy. | 10-Q | 11/14/23 | 001-40034 | |
| 101 INS | XBRL Instance Document | ||||
| 101 SCH | XBRL Taxonomy Extension Schema Linkbase Document | ||||
| 101 CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101 DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101 LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101 PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 | ||||
Unless otherwise indicated, exhibits are filed herewith.
△Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.