Vallon Pharmaceuticals to merge with GRI Bio in reverse merger; GRI shareholders to own 83-96.7% of combined company

GRI Bio, Inc.

Reverse merger: Vallon Merger Sub merges into GRI; GRI survives as wholly owned subsidiary of Vallon.
Post-closing, GRI shareholders expected to own 83.0% to 96.7% of Vallon; Marc Hertz (GRI CEO) to become CEO.
Pre-merger financing: $3.3M bridge notes (Altium) convertible to ~$2.5M cash; $12.25M equity investment at close.
Lock-up agreements for 90 days after earliest of Rule 144 eligibility or one-year anniversary; termination fee $2M.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GRI Bio, Inc. entered into Agreement and Plan of Merger with GRI Bio, Inc. and Vallon Merger Sub, Inc. (effective 2022-12-13).

Action: entry
Agreement: merger
Counterparty: GRI Bio, Inc. and Vallon Merger Sub, Inc.
Effective: 2022-12-13

Exact text from the filing

On December 13, 2022, Vallon Pharmaceuticals, Inc. (“Vallon”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GRI Bio, Inc., a Delaware corporation (“GRI”), and Vallon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Vallon (“Merger Sub”).

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GRI Bio, Inc. filing history →

Source: SEC EDGAR

accession 0001628280-22-031808

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