GRI Bio, Inc. — Form 8-K Summary
Report date: January 5, 2024. Relevant event: Nasdaq listing-compliance notices under Item 3.01. The filing does not report operating results for a specific financial period.
Business Context and Reporting Period
GRI Bio, Inc. is a Delaware corporation whose common stock trades on The Nasdaq Capital Market under the symbol GRI. The company received a Nasdaq notice stating that its stock no longer met the minimum bid price requirement. The notice supplements a November 22, 2023 notice concerning stockholders’ equity.
Financial Metrics and Liquidity
- The filing does not provide current revenue, profit, cash flow, margin, debt, cash, or liquidity figures.
- Nasdaq stated that the company did not satisfy the stockholders’ equity requirement based on information in its Form 10-Q for the quarter ended September 30, 2023.
- For companies subject to the cited Nasdaq standard, the required minimum stockholders’ equity is $2.5 million when market value of listed securities is below $35 million and annual net income is below $500,000. The filing does not state GRI Bio’s current stockholders’ equity or market value.
Material Changes and Listing Notices
- The company’s closing bid price was below $1.00 for 30 consecutive business days, resulting in noncompliance with Nasdaq Listing Rule 5550(a)(2).
- The company has until July 3, 2024, to regain compliance with the minimum bid price requirement by maintaining a closing bid price of at least $1.00 for at least 10 consecutive business days, subject to Nasdaq discretion.
- The company was given until January 6, 2024, to submit a plan addressing the stockholders’ equity deficiency. If accepted, Nasdaq may grant an additional 180-calendar-day compliance period.
- Neither notice had an immediate effect on the company’s continued Nasdaq listing as of the filing date.
Outlook, Contingencies, and Unusual Items
- The company is considering measures to regain bid-price compliance, including a proposed reverse stock split to be presented at a special stockholders’ meeting scheduled for January 19, 2024.
- If the company fails to regain minimum bid-price compliance by July 3, 2024, it may be eligible for an additional 180-calendar-day period, subject to Nasdaq rules.
- If the stock closes at $0.10 per share or less for 10 consecutive trading days before the compliance date, Nasdaq may issue a Staff Delisting Determination.
- If Nasdaq rejects the stockholders’ equity compliance plan, the common stock may be subject to delisting, although the company may appeal to a Nasdaq Hearing Panel.
- The company states that there can be no assurance it will regain compliance, obtain acceptance of its compliance plan, or avoid delisting.
Key Facts for Investors to Verify
- Whether the company submitted its stockholders’ equity compliance plan by January 6, 2024 and whether Nasdaq accepted it.
- Results of the January 19, 2024 special meeting and any approved reverse stock split.
- Subsequent Nasdaq determinations and the company’s ability to meet the $1.00 minimum bid price by July 3, 2024.
- The company’s stockholders’ equity, cash runway, financing needs, and other financial information in its latest Form 10-Q or Form 10-K.
- Any subsequent delisting notice, appeal, or change in Nasdaq listing status.