GRI Bio, Inc. 8-K

What Happened GRI Bio, Inc. (GRI) filed an 8‑K reporting that at a virtual Special Meeting on January 15, 2026 shareholders approved an amendment authorizing a reverse stock split of common stock at a ratio between 1‑for‑2 and 1‑for‑30, with the board able to set the exact ratio or abandon the amendment. The company also disclosed it received a Nasdaq notice on November 26, 2025 that it was not in compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), and that on December 12, 2025 it completed a best‑efforts public offering that generated approximately $8.0 million in gross proceeds.

Key Details

• Record date and meeting: 10,121,060 shares outstanding as of December 19, 2025; quorum of 4,874,725 shares (48.16%) present or by proxy at the Special Meeting.
• Reverse split vote (Proposal 1): For 4,218,643; Against 652,223; Abstained 3,859. Authorized ratio range: not less than 1‑for‑2 and not more than 1‑for‑30; board may set exact ratio or abandon.
• Adjournment proposal (Proposal 2): For 4,168,001; Against 685,484; Abstained 21,240 (approved to allow solicitation of additional proxies if needed).
• Offering (Dec 12, 2025): Issued 2,603,331 common shares, 8,063,336 pre‑funded warrants, and 10,666,667 Series F warrants for gross proceeds of ~ $8.0 million. Company believes this brings stockholders’ equity above the $2.5 million Nasdaq minimum.

Why It Matters These actions address two near‑term listing and capital matters: the reverse split authorization gives the board a tool to consolidate shares (which can affect share price and float), and the completed offering materially increased cash and equity to help satisfy Nasdaq’s $2.5M stockholders’ equity requirement. Nasdaq will continue to monitor compliance and could pursue delisting if the company does not demonstrate continued compliance in future periodic reports.