Other Information.
−Removed: Table of Content s
+Added: On August 10, 2023, our Compensation Committee ratified and approved, effective as of July 1, 2023, an employment agreement with Albert Agro, M.D.
+Added: (the Employment Agreement), which superseded the previous consulting agreement by and between the Company and Dr.
+Added: Agro, and includes the following terms:
+Added: • an annual base salary of $325,000 (the Annual Base Salary);
+Added: • an annual target cash bonus of 35%.
+Added: The Employment Agreement also provide that if the Company terminates Dr.
+Added: Agro's employment without “cause” or if Dr.
+Added: Agro resigns his employment for “good reason,” each as defined in the Employment Agreement, Dr.
+Added: Agro will be entitled to receive salary continuation and COBRA premium reimbursement for twelve months.
+Added: In the case of a termination without cause or resignation for good reason that occurs during the period beginning upon the occurrence of a “change in control” (as defined in the Employment Agreement) and ending twelve months thereafter, (a) these severance-related periods will be increased to 18 months, (b) all unvested equity awards will automatically accelerate, (c) all vested stock options will remain exercisable for the full duration of their term, and (d) Dr.
+Added: Agro will receive an additional payment equivalent to 1.5 times his Annual Base Salary.
+Added: The foregoing description of the Employment Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the text of the Employment Agreement that is filed herewith as Exhibit 10.6.
Number Description Filed Herewith Form Incorporated by Reference File No.
−Removed: 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.
−Removed: 8-K 001-40034 12/13/2022
−Removed: 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.
−Removed: S-4/A 333-268977 2/24/2023
3.1 Certificate of Incorporation of GRI Bio, Inc., as amended.
1 unchanged sentence
3.2 Amended and Restated Bylaws.
−Removed: 8-K 001-40034 4/21/2023
+Added: 8-K/A 001-40034 5/26/2023
4.1# A&R 2018 Equity Incentive Plan.
−Removed: 10.1 Form of Indemnification Agreement.
−Removed: 8-K 001-40034 4/21/2023
+Added: 10-Q 001-40034 5/15/2023
10.1# Employment Agreement, by and between GRI Bio, Inc.
9 unchanged sentences
10.4# Consulting Agreement, by and between GRI Bio, Inc.
−Removed: and Albert Agro, M.D., dated as of January 9, 2023.
+Added: and Albert Agro, Ph.D., dated as of January 9, 2023.
8-K 001-40034 4/21/2023
+Added: 10.5# Separation Agreement, by and between GRI Bio, Inc.
+Added: and David Baker, dated as of April 21, 2023
+Added: 8-K 001-40034 4/21/2023
+Added: 10.6# Employment Agreement, by and between GRI Bio, Inc.
+Added: and Albert Agro, Ph.D., dated as of July 1, 2023.
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
9 unchanged sentences
101.LAB iXBRL Taxonomy Extension Label Linkbase Document
−Removed: Table of Content s
101.PRE iXBRL Taxonomy Extension Presentation Linkbase Document
3 unchanged sentences
# Indicates a management contract or any compensatory plan, contract or arrangement.
−Removed: △ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S.
−Removed: 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.
−Removed: Table of Content s
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.
−Removed: May 15, 2023 By:
+Added: August 14, 2023 By:
/s/ Leanne M.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.