Gri Bio Inc.

01/15/2026 | Press release | Distributed by Public on 01/15/2026 09:15

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders
On January 15, 2026 at 9:00 a.m. Eastern Time, GRI Bio, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting") virtually at www.virtualshareholdermeeting.com/GRI2026SM. Of the Company's 10,121,060 shares of common stock issued and outstanding and eligible to vote as of the record date of December 19, 2025 a quorum of 4,874,725 shares, or approximately 48.16% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on December 29, 2025. The following actions were taken at the Special Meeting:
Proposal 1
The proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's common stock at a ratio within the range of not less than one-for-two and not more than one-for-thirty, with the exact ratio to be set within this range by the Company's board of directors (the "Board") in its sole discretion (without reducing the authorized number of shares of Company common stock) and with the Board able to elect to abandon such proposed amendment and not effect the reverse stock split authorized by the Company's stockholders in its sole discretion, was approved by a majority of the votes cast by Company stockholders at the Special Meeting.
Votes For Votes Against Votes Abstained Broker Non-Votes
4,218,643 652,223 3,859 -
Proposal 2
The proposal to approve a postponement or adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1, was approved by a majority of the votes cast by Company stockholders at the Special Meeting.
Votes For Votes Against Votes Abstained Broker Non-Votes
4,168,001 685,484 21,240 -
Item 8.01 Other Events.
On November 26, 2025, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it is not in compliance with the minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market based on the information provided in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. Nasdaq Listing Rule 5550(b)(1) requires that companies listed on The Nasdaq Capital Market with a market value of listed securities of less than $35,000,000 and annual net income of less than $500,000 maintain stockholders' equity of at least $2,500,000.
On December 12, 2025, the Company completed a best efforts public offering (the "Offering") of an aggregate of (i) 2,603,331 shares of common stock, par value $0.0001 per share ("Common Stock"), of the Company, (ii) 8,063,336 pre-funded warrants to purchase up to 8,063,336 shares of Common Stock, and (iii) 10,666,667 Series F warrants to purchase up to 10,666,667 shares of Common Stock, for a gross cash proceeds of approximately $8.0 million.
As a result of the Offering and as of the date of this Current Report on Form 8-K, the Company believes its stockholders' equity is in excess of the minimum $2,500,000 Nasdaq requirement. Nasdaq will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.
Gri Bio Inc. published this content on January 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 15, 2026 at 15:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]