Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 trading arrangements
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.
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Item 6. Exhibits.
Exhibit
Number Description Filed Herewith Form Incorporated by Reference File No. Date Filed
3.1 Amended and Restated Certificate of Incorporation of GRI Bio, Inc., as amended.
10-K 001-40034 3/28/2024
3.2 Amended and Restated Bylaws.
8-K/A 001-40034 5/26/2023
4.1 Form of Pre-Funded Warrant.
8-K 001-40034 2/2/2024
4.2 Form of Series B-1 Common Warrant.
8-K 001-40034 2/2/2024
4.3 Form of Series B-2 Common Warrant.
8-K 001-40034 2/2/2024
10.1△ Form of Securities Purchase Agreement, dated as of February 1, 2024, between GRI Bio, Inc. and each purchaser named in the signature pages thereto.
8-K 001-40034 2/2/2024
10.2 Placement Agency Agreement, date as of February 1, 2024, by and between GRI Bio, Inc. and A.G.P./Alliance Global Partners.
8-K 001-40034 2/2/2024
10.3 Form of Lock-Up Agreement.
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
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)
____________________________________
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# 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.
△ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.
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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: May 10, 2024 By: /s/ Leanne M. Kelly
Name: Leanne M. Kelly
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.