8-K
filed April 21, 2023, 7:59 PM ET
ticker GRI
CIK 0001824293
M&A
confidence high
sentiment neutral
materiality 0.85
GRI Bio, Inc. (GRI): auditor change — Vallon Pharmaceuticals completes reverse merger with GRI Bio; combined entity renamed GRI Bio, Inc.
GRI Bio, Inc.
- Merger closed April 21, 2023; former GRI stockholders own ~85% of combined company, Vallon stockholders ~15%.
- Vallon effected 1-for-30 reverse stock split; ticker changes from VLON to GRI on April 24, 2023.
- New board appointed: W. Marc Hertz as CEO, David Szekeres as Chair; prior directors except David Baker resigned.
- EisnerAmper dismissed as auditor; Sadler, Gibb & Associates engaged for fiscal year 2023.
- GRI issued Exchange Warrants for 421,589 shares at $14.73; Equity Warrants to be issued May 8, 2023.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
GRI Bio, Inc. dismissed EisnerAmper LLP as its auditor.
- Action
- dismissal
- Auditor
- EisnerAmper LLP
Exact text from the filing
the Audit Committee of the Board approved the dismissal of EisnerAmper LLP (“EisnerAmper”) as the Company’s independent registered public accounting firm
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
GRI Bio, Inc. engaged Sadler, Gibb & Associates LLC as its auditor.
- Action
- engagement
- Auditor
- Sadler, Gibb & Associates LLC
Exact text from the filing
engaged Sadler as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vipin Kumar Chaturvedi was appointed as Chief Scientific Officer at GRI Bio, Inc..
- Action
- appointed
- Role
- Chief Scientific Officer
Exact text from the filing
Vipin Kumar Chaturvedi, Ph.D. as the Company’s Chief Scientific Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Szekeres was appointed as Chairperson of the Board at GRI Bio, Inc..
- Action
- appointed
- Role
- Chairperson of the Board
Exact text from the filing
Mr. Szekeres was appointed as the Chairperson of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.8
David Baker resigned as other_named_officer at GRI Bio, Inc..
- Action
- resigned
Exact text from the filing
In connection with the resignation for David Baker
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Leanne Kelly was appointed as Chief Financial Officer at GRI Bio, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Leanne Kelly as the Company’s Chief Financial Officer (principal financial and accounting officer)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Szekeres was appointed as Director at GRI Bio, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board appointed W. Marc Hertz, Ph.D., David Szekeres, Roelof Rongen and Camilla V. Simpson, M.Sc. to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Camilla V. Simpson was appointed as Director at GRI Bio, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board appointed W. Marc Hertz, Ph.D., David Szekeres, Roelof Rongen and Camilla V. Simpson, M.Sc. to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Albert Agro was appointed as Chief Medical Officer at GRI Bio, Inc..
- Action
- appointed
- Role
- Chief Medical Officer
Exact text from the filing
Albert Agro, Ph.D. as the Company's Chief Medical Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Roelof Rongen was appointed as Director at GRI Bio, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board appointed W. Marc Hertz, Ph.D., David Szekeres, Roelof Rongen and Camilla V. Simpson, M.Sc. to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
W. Marc Hertz was appointed as Chief Executive Officer at GRI Bio, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
the Board appointed W. Marc Hertz, Ph.D. as the Company’s Chief Executive Officer (principal executive officer)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
W. Marc Hertz was appointed as Director at GRI Bio, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board appointed W. Marc Hertz, Ph.D., David Szekeres, Roelof Rongen and Camilla V. Simpson, M.Sc. to the Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GRI Bio, Inc.: Amended the certificate of incorporation to effect a 1-for-30 reverse stock split (effective 2023-04-21).
- Change
- charter amendment
- Effective
- 2023-04-21
Exact text from the filing
On April 21, 2023, prior to the Effective Time, the Company filed the Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Split.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 1.0
GRI Bio, Inc. underwent a change of control involving GRI Operations, Inc. (closed 2023-04-21).
- Action
- change of control
- Counterparty
- GRI Operations, Inc.
- Closing
- 2023-04-21
Exact text from the filing
Merger Sub was merged with and into GRI (the "Merger"), with GRI surviving the Merger as a wholly owned subsidiary of the Company.
View on SEC.gov
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