Business Context and Reporting Period
This Form 8-K Current Report was filed by GRI Bio, Inc. on January 21, 2026. The filing discloses a material corporate action involving a reverse stock split of the Company's common stock, which is traded on The Nasdaq Capital Market under the symbol "GRI".
Key Financial Metrics
This filing is a corporate governance report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. No financial statements are included in this document.
Material Changes
The primary material change disclosed is the implementation of a 1-for-28 reverse stock split of the Company's common stock. Key details include:
- Effective Time: 4:01 p.m. Eastern Time on January 23, 2026.
- Trading Resumption: Post-split trading is expected to begin on January 26, 2026.
- Conversion Ratio: Every 28 shares of issued and outstanding common stock will be converted into 1 share.
- Par Value: No change to the par value per share ($0.0001).
- Adjustments: Proportionate adjustments will be made to exercise prices and share counts for outstanding stock options, warrants, and convertible securities.
- Fractional Shares: Stockholders entitled to fractional shares will receive a cash payment based on the closing sale price on January 23, 2026.
- Authorized Shares: No change to the total number of authorized shares.
- New CUSIP: 3622AW 502.
Guidance, Outlook, and Risks
The filing does not contain updated financial guidance, management commentary on future outlook, or specific risk factors beyond the standard disclosure that the summary is qualified by the full text of the Certificate of Amendment. The Company issued a press release on January 21, 2026, announcing the split, which is incorporated by reference.
Investor Verification Checklist
- Verify the 1-for-28 split ratio and its impact on individual shareholdings.
- Confirm the Effective Time (January 23, 2026, 4:01 p.m. ET) and the resumption of trading on January 26, 2026.
- Check the new CUSIP number (3622AW 502) for brokerage account updates.
- Review the treatment of fractional shares and the specific date used for cash-in-lieu valuation.
- Confirm adjustments to outstanding options and warrants held by employees or investors.