Business Context and Reporting Period
This Form 8-K Current Report was filed by GRI Bio, Inc. on June 13, 2024. The filing discloses a material modification to the rights of security holders regarding a reverse stock split of the Company's common stock.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and capital structure adjustments.
Material Changes
- Reverse Stock Split: The Company filed a Certificate of Amendment to effect a 1-for-13 reverse stock split of its Common Stock.
- Effective Date: The split becomes effective at 4:01 p.m. Eastern Time on June 17, 2024.
- Trading Resumption: Post-split trading on The Nasdaq Capital Market under the symbol "GRI" begins on June 18, 2024.
- Adjustments: Proportionate adjustments will be made to the exercise price 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 sales price on June 17, 2024.
- Authorized Shares: No change will be made to the total number of authorized shares of Common Stock.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure that the summary is qualified by the full text of the Certificate of Amendment. The primary purpose is regulatory compliance regarding the stock split.
Investor Verification Checklist
- Verify the new CUSIP number for the Common Stock: 3622AW 304.
- Confirm the effective time of the split (June 17, 2024, 4:01 p.m. ET) and the first day of post-split trading (June 18, 2024).
- Review the treatment of fractional shares and the specific valuation date for cash payments.
- Check for adjustments to personal stock option or warrant exercise prices and share quantities.