Business Context and Reporting Period
Company: GRI Bio, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 29, 2026
Reporting Period: Event date January 29, 2026 (Amendment effective January 28, 2026)
Business Context: The Company is an emerging growth company incorporated in Delaware, trading on the Nasdaq Capital Market under the symbol "GRI". This filing reports the entry into a material definitive agreement regarding an amendment to its At The Market (ATM) Offering.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The only financial figures disclosed relate to the capital raising facility:
- Previous ATM Offering Limit: $10,000,000
- New ATM Offering Limit: Up to $60,000,000 (aggregate offering price)
- Agent: H.C. Wainwright & Co., LLC
Material Changes
The primary material change reported is the expansion of the Company's equity financing capacity:
- Amendment to Sales Agreement: On January 29, 2026, the Company entered into Amendment No. 1 to its At The Market Offering Agreement with H.C. Wainwright & Co., LLC.
- Capacity Increase: The aggregate offering price of shares available for sale under the ATM Offering was increased from $10,000,000 to up to $60,000,000.
- Regulatory Filing: A new prospectus supplement was filed with the SEC to reflect the increased maximum number of issuable shares.
- Waivers: Certain provisions of a Securities Purchase Agreement dated December 11, 2025, were waived to permit issuances under the amended Sales Agreement.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no specific management commentary regarding future operational guidance, earnings outlook, or strategic plans beyond the execution of the ATM amendment.
Risks and Contingencies:
- Market Conditions: The ATM Offering allows the Company to sell shares "from time to time," implying reliance on market conditions to execute sales.
- Legal Opinion: The legality of the issuance and sale of shares is supported by an opinion from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
- State Law Restrictions: The report explicitly states it does not constitute an offer to sell securities in any state where such an offer would be unlawful prior to registration or qualification.
Investor Verification Checklist
- Verify the specific number of shares registered on the new prospectus supplement to understand the share count impact of the $60,000,000 limit.
- Review the full text of Exhibit 10.1 (Amendment No. 1) for specific terms, termination rights, and commission structures.
- Examine the December 11, 2025, Securities Purchase Agreement to understand the specific provisions that were waived.
- Check subsequent filings for actual share issuances and proceeds raised under the expanded ATM facility.