Other Information.
−Removed: On August 10, 2023, our Compensation Committee ratified and approved, effective as of July 1, 2023, an employment agreement with Albert Agro, M.D.
−Removed: (the Employment Agreement), which superseded the previous consulting agreement by and between the Company and Dr.
−Removed: Agro, and includes the following terms:
−Removed: • an annual base salary of $325,000 (the Annual Base Salary);
−Removed: • an annual target cash bonus of 35%.
−Removed: The Employment Agreement also provide that if the Company terminates Dr.
−Removed: Agro's employment without “cause” or if Dr.
−Removed: Agro resigns his employment for “good reason,” each as defined in the Employment Agreement, Dr.
−Removed: Agro will be entitled to receive salary continuation and COBRA premium reimbursement for twelve months.
−Removed: 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.
−Removed: Agro will receive an additional payment equivalent to 1.5 times his Annual Base Salary.
−Removed: 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.
+Added: On November14, 2023 the compensation committee of the Board recommended, and the Board approved and adopted, the GRI Bio, Inc.
+Added: Clawback Policy (the Clawback Policy) which was established in accordance with the listing requirements of Nasdaq.
+Added: The Clawback Policy provides for the recovery or “clawback” of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement.
+Added: The Clawback Policy is effective as of October 2, 2023.
+Added: The foregoing description of the material terms of Clawback Policy is qualified in its entirety by reference to the full text of the Clawback Policy, which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Number Description Filed Herewith Form Incorporated by Reference File No.
6 unchanged sentences
10.1 Employment Agreement, by and between GRI Bio, Inc.
−Removed: and Marc Hertz, Ph.D., dated as of February 20, 2023.
−Removed: S-4/A 333-268977 2/24/2023
−Removed: 10.2# Employment Agreement, by and between GRI Bio, Inc.
−Removed: and Leanne M.
−Removed: Kelly, dated as of February 20, 2023.
−Removed: S-4/A 333-268977 2/24/2023
−Removed: 10.3# Employment Agreement, by and between GRI Bio, Inc.
−Removed: and Vipin Kumar Chaturvedi dated as of February 20, 2023.
−Removed: S-4/A 333-268977 2/24/2023
−Removed: 10.4# Consulting Agreement, by and between GRI Bio, Inc.
−Removed: and Albert Agro, Ph.D., dated as of January 9, 2023.
−Removed: 8-K 001-40034 4/21/2023
−Removed: 10.5# Separation Agreement, by and between GRI Bio, Inc.
−Removed: and David Baker, dated as of April 21, 2023
−Removed: 8-K 001-40034 4/21/2023
−Removed: 10.6# Employment Agreement, by and between GRI Bio, Inc.
and Albert Agro, Ph.D., dated as of July 1, 2023.
+Added: 10-Q 001-40034 8/14/2023
+Added: 10.2△ Asset Purchase Agreement, by and between GRI Bio, Inc.
+Added: and Aardvark Therapeutics, Inc., dated August 22, 2023 .
+Added: 8-K 001-40034 8/23/2023
+Added: 10.3 GRI Bio, Inc.
+Added: Clawback Policy
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
16 unchanged sentences
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.
+Added: △ Certain information in this exhibit (indicated by “[***]”) has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the Company treats as private or confidential.
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: August 14, 2023 By:
+Added: November 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.