GRI Bio, Inc. 10-Q

Item 5. Other Information. On August 10, 2023, our Compensation Committee ratified and approved, effective as of July 1, 2023, an employment agreement with Albert Agro, M.D. (the Employment Agreement), which superseded the previous consulting agreement by and between the Company and Dr. Agro, and includes the following terms: • an annual base salary of $325,000 (the Annual Base Salary); and • an annual target cash bonus of 35%. The Employment Agreement also provide that if the Company terminates Dr. Agro's employment without “cause” or if Dr. Agro resigns his employment for “good reason,” each as defined in the Employment Agreement, Dr. Agro will be entitled to receive salary continuation and COBRA premium reimbursement for twelve months. 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. Agro will receive an additional payment equivalent to 1.5 times his Annual Base Salary. 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. 26 Table of Contents Item 6. Exhibits. Exhibit Number Description Filed Herewith Form Incorporated by Reference File No. Date Filed 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/A 001-40034 5/26/2023 4.1# A&R 2018 Equity Incentive Plan. 10-Q 001-40034 5/15/2023 10.1# 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 10.2# 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 10.3# 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 10.4# Consulting Agreement, by and between GRI Bio, Inc. and Albert Agro, Ph.D., dated as of January 9, 2023. 8-K 001-40034 4/21/2023 10.5# Separation Agreement, by and between GRI Bio, Inc. and David Baker, dated as of April 21, 2023 8-K 001-40034 4/21/2023 10.6# Employment Agreement, by and between GRI Bio, Inc. and Albert Agro, Ph.D., dated as of July 1, 2023. X 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 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. 27 Table of Contents # Indicates a management contract or any compensatory plan, contract or arrangement. * 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. 28 Table of Contents 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: August 14, 2023 By: /s/ Leanne M. Kelly Name: Leanne M. Kelly Title: Chief Financial Officer (Principal Financial and Accounting Officer) 29