Business Context and Reporting Period
Company: GRI Bio, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 11, 2025
Event: Commencement of a best efforts public offering and entry into a Material Definitive Agreement (Securities Purchase Agreement).
Key Financial Metrics and Offering Details
This filing details a capital raise rather than historical operating results. Key metrics include:
- Expected Net Proceeds: Approximately $6.7 million (after fees and expenses, excluding warrant exercises).
- Securities Issued:
- 2,603,331 shares of Common Stock.
- 8,063,336 Pre-Funded Warrants (exercise price $0.0001).
- 10,666,667 Series F Warrants (exercise price $0.75, expiring December 12, 2030).
- Offering Price: $0.75 per Share + Series F Warrant; $0.7499 per Pre-Funded Warrant + Series F Warrant.
- Placement Agent Fees: 7.0% cash fee, 1.0% management fee, $25,000 expense allowance, up to $100,000 legal reimbursement, and up to $15,950 clearing expenses.
- Placement Agent Warrants: 746,667 warrants issued to H.C. Wainwright & Co., LLC (exercise price $0.9375).
Material Changes and Liquidity Outlook
The filing does not provide comparative financial data (revenue, profit, or cash flow) for prior periods. The primary material change is the anticipated increase in liquidity.
- Liquidity Runway: Management believes the net proceeds, combined with existing cash and cash equivalents, will fund planned operations into the fourth quarter of 2026.
- Use of Proceeds: Working capital, product candidate development, and general corporate purposes.
- Lock-Up Provisions: The Company agreed not to issue additional equity or convertible securities for 60 days post-closing, and no variable rate transactions for one year.
Guidance, Risks, and Contingencies
Management Commentary: The Company anticipates the Offering will close on or about December 12, 2025. The filing includes standard forward-looking statements regarding the completion of the Offering and the sufficiency of resources.
Risks and Contingencies:
- Offering Completion: Proceeds are contingent on the successful closing of the Offering.
- Ownership Limits: Beneficial ownership limits apply (4.99% for Series F Warrants, 9.99% for Pre-Funded Warrants) which may restrict exercise rights.
- Market Conditions: Actual results may differ due to market conditions and uncertainties related to the Offering terms.
Investor Verification Checklist
- Verify the final closing date and actual gross/net proceeds once the Offering concludes.
- Confirm the exact amount of cash and cash equivalents on hand as of the filing date to validate the Q4 2026 runway estimate.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific termination provisions and conditions to closing.
- Monitor the exercise of Series F Warrants, as the $6.7 million net proceeds figure excludes potential future capital from these exercises.