Business Context and Reporting Period
This Form 8-K Current Report was filed by GRI Bio, Inc. on April 11, 2025. The filing addresses a change in the Company's independent registered public accounting firm. GRI Bio is an emerging growth company incorporated in Delaware, with its principal executive offices in La Jolla, California.
Key Financial Metrics
This filing does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the administrative change of the external auditor.
Material Changes Versus Prior Period
- Dismissal of Auditor: The Audit Committee approved the dismissal of Sadler Gibb & Associates LLC ("Sadler") as the independent registered public accounting firm on April 11, 2025.
- Appointment of Successor: WithumSmith+Brown, PC ("Withum") was appointed as the new independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Reason for Change: The dismissal was not related to any disagreements regarding accounting principles, financial statement disclosure, or auditing scope. The reports issued by Sadler for fiscal years 2023 and 2024 did not contain adverse opinions, disclaimers, or qualifications, except for an explanatory paragraph regarding the Company's ability to continue as a going concern.
Guidance, Risks, and Contingencies
Internal Control Weakness: The filing references a previously reported material weakness in internal control over financial reporting, disclosed in the Annual Report on Form 10-K filed on March 14, 2025. This weakness pertained to the accounting associated with the pre-pricing of certain warrants in a nonroutine transaction.
Remediation: Management has implemented a plan to remediate this material weakness. No restatements of prior periods were required.
Consultations: The Company confirmed that no consultations were held with the new auditor, Withum, regarding matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K during the two most recent fiscal years or the interim period through April 11, 2025.
Investor Verification Checklist
- Verify the status of the remediation plan for the material weakness regarding warrant pre-pricing accounting.
- Review the Annual Report on Form 10-K (filed March 14, 2025) for details on the going concern explanatory paragraph.
- Confirm the transition timeline and initial audit scope between Sadler and Withum.
- Monitor future filings for any restatements or further disclosures related to the identified internal control weakness.