Other Information.
−Removed: On November14, 2023 the compensation committee of the Board recommended, and the Board approved and adopted, the GRI Bio, Inc.
−Removed: Clawback Policy (the Clawback Policy) which was established in accordance with the listing requirements of Nasdaq.
−Removed: 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.
−Removed: The Clawback Policy is effective as of October 2, 2023.
−Removed: 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.
+Added: Rule 10b5-1 trading arrangements
+Added: During the three months ended March 31, 2024, none of our directors or officers adopted or terminated “Rule 10b5-1 trading arrangement” or “non Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Number Description Filed Herewith Form Incorporated by Reference File No.
−Removed: 3.1 Certificate of Incorporation of GRI Bio, Inc., as amended.
+Added: 3.1 Amended and Restated Certificate of Incorporation of GRI Bio, Inc., as amended.
10-K 001-40034 3/28/2024
1 unchanged sentence
8-K/A 001-40034 5/26/2023
−Removed: 4.1# A&R 2018 Equity Incentive Plan.
−Removed: 10-Q 001-40034 5/15/2023
−Removed: 10.1 Employment Agreement, by and between GRI Bio, Inc.
−Removed: and Albert Agro, Ph.D., dated as of July 1, 2023.
−Removed: 10-Q 001-40034 8/14/2023
−Removed: 10.2△ Asset Purchase Agreement, by and between GRI Bio, Inc.
−Removed: and Aardvark Therapeutics, Inc., dated August 22, 2023 .
+Added: 4.1 Form of Pre-Funded Warrant.
8-K 001-40034 2/2/2024
−Removed: 10.3 GRI Bio, Inc.
−Removed: Clawback Policy
+Added: 4.2 Form of Series B-1 Common Warrant.
+Added: 8-K 001-40034 2/2/2024
+Added: 4.3 Form of Series B-2 Common Warrant.
+Added: 8-K 001-40034 2/2/2024
+Added: 10.1△ Form of Securities Purchase Agreement, dated as of February 1, 2024, between GRI Bio, Inc.
+Added: and each purchaser named in the signature pages thereto.
+Added: 8-K 001-40034 2/2/2024
+Added: 10.2 Placement Agency Agreement, date as of February 1, 2024, by and between GRI Bio, Inc.
+Added: and A.G.P./Alliance Global Partners.
+Added: 8-K 001-40034 2/2/2024
+Added: 10.3 Form of Lock-Up Agreement.
+Added: 8-K 001-40034 2/2/2024
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 unchanged sentences
____________________________________
−Removed: Unless otherwise indicated, exhibits are filed herewith.
# Indicates a management contract or any compensatory plan, contract or arrangement.
1 unchanged sentence
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: △ 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.
+Added: △ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S.
+Added: Securities and Exchange Commission.
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: November 14, 2023 By:
+Added: May 10, 2024 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.