GRI Bio, Inc. 10-Q

Item 5. Other Information. None. 50 Table of Content s Item 6. Exhibits. Exhibit Number Description Filed Herewith Form Incorporated by Reference File No. Date Filed 2.1△ Agreement and Plan of Merger, dated as of December 13, 2022, by and among Vallon Pharmaceuticals, Inc., GRI Bio, Inc., and Vallon Merger Sub, Inc. 8-K 001-40034 12/13/2022 2.2 Amendment to Agreement and Plan of Merger, dated as of February 17, 2023, by and among Vallon Pharmaceuticals, Inc., Vallon Merger Sub, Inc., and GRI Bio, Inc. S-4/A 333-268977 2/24/2023 3.1 Certificate of Incorporation of GRI Bio, Inc., as amended. 8-K 001-40034 4/21/2023 3.2 Amended and Restated Bylaws. 8-K 001-40034 4/21/2023 4.1# A&R 2018 Equity Incentive Plan. X 10.1 Form of Indemnification Agreement. 8-K 001-40034 4/21/2023 10.2# Employment Agreement, by and between GRI Bio, Inc. and Marc Hertz, Ph.D., dated as of February 20, 2023. S-4/A 333-268977 2/24/2023 10.3# Employment Agreement, by and between GRI Bio, Inc. and Leanne M. Kelly, dated as of February 20, 2023. S-4/A 333-268977 2/24/2023 10.4# Employment Agreement, by and between GRI Bio, Inc. and Vipin Kumar Chaturvedi dated as of February 20, 2023. S-4/A 333-268977 2/24/2023 10.5# Consulting Agreement, by and between GRI Bio, Inc. and Albert Agro, M.D., dated as of January 9, 2023. 8-K 001-40034 4/21/2023 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS iXBRL Instance Document 101.SCH iXBRL Taxonomy Extension Schema Document 101.CAL iXBRL Taxonomy Extension Calculation Linkbase Document 101.DEF iXBRL Taxonomy Extension Definition Linkbase Document 101.LAB iXBRL Taxonomy Extension Label Linkbase Document 51 Table of Content s 101.PRE iXBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ____________________________________ Unless otherwise indicated, exhibits are filed herewith. # Indicates a management contract or any compensatory plan, contract or arrangement. △ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. * This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, except to the extent specifically incorporated by reference into such filing. 52 Table of Content s SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GRI BIO, INC. Date: May 15, 2023 By: /s/ Leanne M. Kelly Name: Leanne M. Kelly Title: Chief Financial Officer (Principal Financial and Accounting Officer) 53