ck0001824293-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________________

FORM 10-Q

____________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________to_________

Commission File Number: 001-40034

____________________________________

GRI BIO, INC.

(Exact Name of Registrant as Specified in its Charter)

____________________________________


Delaware						82-4369909
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2223 Avenida de la Playa, #208 La Jolla, CA 92037
(Address of principal executive offices, including zip code)

(619) 400-1170

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001
per share

GRI

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
Emerging growth company	x


		Page

PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	3
	Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2024 and 2023	4
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited) for the three and six months ended June 30, 202 4 and 2023	5
	Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2024 and 2023	6
	Notes to Unaudited Interim Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II.	OTHER INFORMATION	30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
	Signatures	33


	June 30, 2024		December 31, 2023
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	6,353	$	1,808

Prepaid expenses and other current assets	531		1,126
Total current assets	6,884		2,934
Property and equipment, net	6		8
Operating lease right-of-use assets	141		14
Total assets	$	7,031	$	2,956

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	1,236	$	1,410
Accrued expenses	935		1,270

Warrant liability	—		3

Operating lease liabilities, current	45		14
Total current liabilities	2,216		2,697
Operating lease liabilities, non-current	96		—
Total liabilities	2,312		2,697

Commitments and contingencies (Note 11)

Stockholders' equity (deficit):
Common stock, 0.0001 par value; 250,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 801,914 and 49,663 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	—		—
Additional paid-in-capital	40,389		31,792

Accumulated deficit	(35,670)		(31,533)
Total stockholders’ equity	4,719		259
Total liabilities and stockholders' equity	$	7,031	$	2,956


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023


Operating expenses:
Research and development	$	877	$	880	$	1,811	$	997
General and administrative	1,380		5,054		2,342		5,926
Total operating expenses	2,257		5,934		4,153		6,923
Loss from operations	(2,257)		(5,934)		(4,153)		(6,923)
Change in fair value of warrant liability	1		122		3		122
Interest expense, net	6		(934)		13		(2,095)
Net loss	$	(2,250)	$	(6,746)	$	(4,137)	$	(8,896)




Net loss per share of common stock, basic and diluted	$	(4.92)	$	(239.37)	$	(8.82)	$	(433.14)
Weighted-average common shares outstanding, basic and diluted	457,742		28,181		469,100		20,536


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Stockholders’ Equity (Deficit)
	Shares	Amount
Balance, December 31, 2022	10,987	$	—	$	16,871	$	(18,496)	$	(1,625)
Stock-based compensation	—	—		13		—		13
Restricted stock vesting	5	—		—		—		—
Warrant issuance	—	—		532		—		532
Net loss	—	—		—		(2,150)		(2,150)
Balance, March 31, 2023	10,992	$	—	$	17,416	$	(20,646)	$	(3,230)
Stock-based compensation	—	—		13		—		13
Restricted stock vesting	1,802	—		—		—		—
Warrant exercise	480	—		12		—		12
Issuance of common stock in pre-closing financing	13,350	—		11,721		—		11,721
Issuance of common stock for settlement of bridge note	596	—		3,333		—		3,333
Issuance of common stock for reverse recapitalization expenses	335	—		1,875		—		1,875
Issuance of common stock to Vallon stockholders in reverse recapitalization	4,930	—		(2,940)		—		(2,940)
Net loss	—	—		—		(6,746)		(6,746)
Balance, June 30, 2023	32,485	$	—	$	31,430	$	(27,392)	$	4,038


	June 30,
	2024	2023
Stock options	2,503	1,094
Warrants	5,302,813	40,253



	5,305,316	41,347


	April 21, 2023
Cash and cash equivalents	$	941
Prepaid and other assets	310
Accounts payable and accrued expenses	(4,190)
Total net liabilities assumed	(2,939)
Plus: Transaction costs	(2,984)
Total net liabilities assumed plus transaction costs	$	(5,923)


	Warrant Liability
Fair value as of December 31, 2023	$	3


Change in valuation	(3)
Fair value as of June 30, 2024	$	—


	June 30, 2024	December 31, 2023
Volatility	172.8 %	171.0 %
Expected term in years	2.5	2.5
Dividend rate	0.0 %	0.0 %
Risk-free interest rate	4.62 %	4.12 %


	June 30, 2024		December 31, 2023
Computer equipment	$	21	$	21
Furniture and fixtures	13		13
	34		34
Accumulated depreciation	(28)		(26)
	$	6	$	8


Number of Shares	Exercise Price per Share	Expiration Date
2,125,793	$0.00	Do not expire
384,615	$14.30	August 2025
8,950	$1,117.48	December 2025
42	$27,300.00	February 2026
271	$2,561.65	May 2027
13	$0.01	July 2027
26	$5,586.49	April 2028
384,615	$14.30	February 2029
153,006	$2.29	June 2029
2,185,793	$1.83	18 months after the Warrant Stockholder Approval
2,185,793	$1.83	60 months after the Warrant Stockholder Approval


	Number of options	Weighted average exercise price		Weighted average remaining contractual term (years)
Outstanding at December 31, 2023	2,503	$	471.45	9.55
Granted	—
Exercised	—
Forfeited/Cancelled	—
Outstanding at June 30, 2024	2,503	$	471.45	9.06
Exercisable at June 30, 2024	456	$	1,655.14	8.56
Vested and expected to vest at June 30, 2024	2,503	$	471.45	9.06


	Six Months Ended June 30,
	2024		2023
Net cash provided by (used in):
Operating activities	$	(4,344)	$	(2,119)
Investing activities	—		(8)
Financing activities	8,889		6,917
Net increase (decrease) in cash and cash equivalents	$	4,545	$	4,790


	GRI BIO, INC.


Date: August 13, 2024	By:	/s/ Leanne M. Kelly
		Name: Leanne M. Kelly
		Title: Chief Financial Officer
		(Principal Financial and Accounting Officer)


Volatility			156.3 %
Expected term in years			1.63
Dividend rate			0.0 %
Risk-free interest rate			4.65 %


Volatility			159.1 %
Expected term in years			1.65
Dividend rate			0.0 %
Risk-free interest rate			4.92 %


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Research and development	$	—	$	—	$	—	$	—
General and administrative	37		13		74		25
Total	$	37	$	13	$	74	$	25

SEC Form 10-Q filed by GRI Bio Inc.