---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-24-003067"
form_type: "8-K"
ticker: "GRI"
cik: "0001824293"
company_name: "GRI Bio, Inc."
filed_at: "2024-02-02T23:59:59+00:00"
generated_at: "2026-06-06T10:02:29.223354+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# GRI Bio prices $5.5M public offering of common stock and warrants at $1.10/unit

## Summary
- Priced offering of 5,000,000 shares (or pre-funded warrants) at $1.10 per share, raising $5.5M gross proceeds.
- Issued Series B-1 warrants (5-yr, $1.10 exercise) and Series B-2 warrants (18-mo, $1.10) for up to 10M additional shares.
- Closing expected February 6, 2024; proceeds for working capital and general corporate purposes.
- A.G.P./Alliance Global Partners acted as sole placement agent with 7% fee plus expense allowance.
- Lock-up agreements from officers and directors for 90 days post-closing.

## SEC filing metadata
- accession: 0001628280-24-003067
- form_type: 8-K
- ticker: GRI
- cik: 0001824293
- company_name: GRI Bio, Inc.
- filed_at: 2024-02-02T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1824293/000162828024003067/0001628280-24-003067-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1824293/000162828024003067/val-20240201.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-24-003067
- JSON: https://secwatch.observer/filing/0001628280-24-003067.json
- Plain text: https://secwatch.observer/filing/0001628280-24-003067.txt

## Key facts
- Material Agreements
  GRI Bio, Inc. entered into Placement Agency Agreement with A.G.P./Alliance Global Partners valued at cash fee equal to 7.0% of the gross proceeds (effective 2024-02-01).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: A.G.P./Alliance Global Partners
  - Value: cash fee equal to 7.0% of the gross proceeds
  - Effective: 2024-02-01
  source text: On February 1, 2024, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which A.G.P. agreed to act as exclusive placement agent for the issuance and sale of the Shares and Warrants.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1824293/000162828024003067/0001628280-24-003067-index.htm
- Material Agreements
  GRI Bio, Inc. entered into Securities Purchase Agreement with each purchaser identified on the signature pages thereto valued at combined purchase price of $1.10 (effective 2024-02-01).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: each purchaser identified on the signature pages thereto
  - Value: combined purchase price of $1.10
  - Effective: 2024-02-01
  source text: On February 1, 2024, GRI Bio, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement with each purchaser identified on the signature pages thereto (the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell, in a public offering (the “Offering”), (i) 330,450 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) 4,669,550 pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 4,669,550 shares of Common Stock, (iii) 5,000,000 Series B-1 common warrants (the “Series B-1 Common Warrants”) exercisable for an aggregate of 5,000,000 shares of Common Stock, and (iv) 5,000,000 Series B-2 common warrants (the “Series B-2 Common Warrants,” and together with the Series B-1 Common Warrants, the “Common Warrants”) exercisable for an aggregate of 5,000,000 shares of Common Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1824293/000162828024003067/0001628280-24-003067-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.