GRI Bio, Inc. 10-Q

Item 5. Other Information. On November14, 2023 the compensation committee of the Board recommended, and the Board approved and adopted, the GRI Bio, Inc. Clawback Policy (the Clawback Policy) which was established in accordance with the listing requirements of Nasdaq. 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. The Clawback Policy is effective as of October 2, 2023. 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. 28 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 Albert Agro, Ph.D., dated as of July 1, 2023. 10-Q 001-40034 8/14/2023 10.2△ Asset Purchase Agreement, by and between GRI Bio, Inc. and Aardvark Therapeutics, Inc., dated August 22, 2023 . 8-K 001-40034 8/23/2023 10.3 GRI Bio, Inc. Clawback Policy 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. # 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. △ 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. 29 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: November 14, 2023 By: /s/ Leanne M. Kelly Name: Leanne M. Kelly Title: Chief Financial Officer (Principal Financial and Accounting Officer) 30