8-K
filed April 21, 2023, 7:59 PM ET
ticker GRI
CIK 0001824293
M&A
confidence high
sentiment positive
materiality 0.85
Vallon shareholders approve merger with GRI Bio; reverse split set at 1-for-30
GRI Bio, Inc.
- 91% of votes cast favored Proposal 1 (issuance of shares & change of control); merger expected to close April 21, 2023.
- Board set reverse split ratio at 1-for-30; post-split shares to trade under ticker 'GRI' starting April 24, 2023.
- Altium Capital to invest ~$15M total; $2.5M already invested, $12.25M due at close.
- Combined company will focus on GRI Bio's NKT cell modulator pipeline for inflammation, fibrosis & autoimmune diseases.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GRI Bio, Inc. shareholders approved Postponement or adjournment of special meeting to solicit additional proxies at the 2023-04-20 meeting.
- Outcome
- passed
- Meeting
- 2023-04-20
Exact text from the filing
Proposal 5 The Company’s stockholders approved a postponement or adjournment of the Company’s virtual special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposals set forth above. Votes For Votes Against Votes Abstained Broker Non-Votes 5,961,827 636,420 88,904 2,316,031
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GRI Bio, Inc. shareholders approved Amendment to certificate of incorporation to effect reverse stock split at ratio between 1:15 and 1:40 at the 2023-04-20 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-04-20
Exact text from the filing
Proposal 2 The Company’s stockholders approved of an amendment to the amended and restated certificate of incorporation of the Company to effect a reverse stock split of the Company’s common stock at a ratio within the range of not less than 1-for-15 and not greater than 1-for-40 (with such ratio to be mutually agreed upon by the Company and the Investor prior to the Effective Time and with all amendments within such range (other than the amendment setting forth the ratio selected) being abandoned by the Vallon Board). Votes For Votes Against Votes Abstained Broker Non-Votes 8,074,479 739,775 188,928 —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GRI Bio, Inc. shareholders rejected Amendment to certificate of incorporation to limit liability of officers at the 2023-04-20 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2023-04-20
Exact text from the filing
Proposal 3 The Company’s stockholders did not approve an amendment to the amended and restated certificate of incorporation of the Company to limit the liability of officers of the Company as permitted by recent amendments to Delaware law. Votes For Votes Against Votes Abstained Broker Non-Votes 5,622,534 825,784 238,833 2,316,031
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GRI Bio, Inc. shareholders approved Approval of issuance of shares in connection with Merger and change of control at the 2023-04-20 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-04-20
Exact text from the filing
Proposal 1 The Company’s stockholders approved pursuant to Nasdaq Listing Rules 5635(a), 5635(b), and 5635(d): (i) the issuance of shares of the Company’s common stock pursuant to the Merger, the Equity Financing and the Series T Warrant Exercises, which will represent more than 20% of the shares of the Company’s common stock outstanding immediately prior to the Merger, the Equity Financing and the Series T Warrant Exercises and (ii) the change of control resulting from the Merger, the Equity Financing, and the Series T Warrant Exercises. Votes For Votes Against Votes Abstained Broker Non-Votes 6,094,211 458,506 134,434 2,316,031
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GRI Bio, Inc. shareholders approved Approval of Amended and Restated 2018 Equity Incentive Plan to increase shares to 6,500,000 at the 2023-04-20 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-04-20
Exact text from the filing
Proposal 4 The Company’s stockholders approved the Amended and Restated 2018 Equity Incentive Plan to, among other things, increase the aggregate number of shares of the Company’s common stock available for issuance thereunder to 6,500,000. Votes For Votes Against Votes Abstained Broker Non-Votes 5,744,077 866,498 76,576 2,316,031
View on SEC.gov
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