GRI Bio, Inc. 10-Q

Item 1. Financial Statements. GRI Bio, Inc. Consolidated Balance Sheets (in thousands, except share and per share amounts) March 31, 2026 December 31, 2025 Assets (unaudited) Current assets: Cash and cash equivalents $ 11,048 $ 8,229 Prepaid expenses and other current assets 231 363 Total current assets 11,279 8,592 Property and equipment, net 2 3 Operating lease right-of-use assets 58 71 Total assets $ 11,339 $ 8,666 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 303 $ 1,837 Accrued expenses 433 750 Operating lease liabilities, current 58 56 Total current liabilities 794 2,643 Operating lease liabilities, non-current — 15 Total liabilities 794 2,658 Commitments and contingencies (Note 9) Stockholders' equity: Common stock, $ 0.0001 par value; 250,000,000 shares authorized; 1,584,933 and 497,693 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively — — Additional paid-in capital 64,239 57,704 Accumulated deficit ( 53,694 ) ( 51,696 ) Total stockholders’ equity 10,545 6,008 Total liabilities and stockholders' equity $ 11,339 $ 8,666 See accompanying notes to unaudited interim consolidated financial statements. 3 Table of Contents GRI Bio, Inc. Consolidated Statements of Operations (in thousands, except share and per share amounts) (Unaudited) Three Months Ended March 31, 2026 2025 Operating expenses: Research and development $ 361 $ 1,640 General and administrative 1,642 1,411 Total operating expenses 2,003 3,051 Loss from operations ( 2,003 ) ( 3,051 ) Interest income 5 5 Net loss $ ( 1,998 ) $ ( 3,046 ) Net loss per share of common stock, basic and diluted $ ( 1.61 ) $ ( 162.30 ) Weighted-average of common stock outstanding, basic and diluted 1,241,001 18,768 See accompanying notes to unaudited interim consolidated financial statements. 4 Table of Contents GRI Bio, Inc. Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except shares) (Unaudited) Three Months Ended March 31, 2026 Common Stock Additional Paid-in Capital Accumulated Deficit Stockholders’ Equity Shares Amount Balance, December 31, 2025 497,693 $ — $ 57,704 $ ( 51,696 ) $ 6,008 Stock-based compensation — — 31 — 31 Fractional share adjustment ( 124 ) — ( 1 ) — ( 1 ) Issuance of common stock 1,087,364 — 6,505 — 6,505 Net loss — — — ( 1,998 ) ( 1,998 ) Balance, March 31, 2026 (unaudited) 1,584,933 $ — $ 64,239 $ ( 53,694 ) $ 10,545 Three Months Ended March 31, 2025 Common Stock Additional Paid-in Capital Accumulated Deficit Stockholders’ Equity Shares Amount Balance, December 31, 2024 18,768 $ — $ 43,772 $ ( 39,740 ) $ 4,032 Stock-based compensation — — 220 — 220 Fractional share adjustment ( 5 ) — ( 1 ) — ( 1 ) Net loss — — — ( 3,046 ) ( 3,046 ) Balance, March 31, 2025 (unaudited) 18,763 $ — $ 43,991 $ ( 42,786 ) $ 1,205 See accompanying notes to unaudited interim consolidated financial statements. 5 Table of Contents GRI Bio, Inc. Consolidated Statements of Cash Flows (in thousands) (Unaudited) Three Months Ended March 31, 2026 2025 Operating activities: Net loss $ ( 1,998 ) $ ( 3,046 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation expense 1 1 Stock-based compensation expense 31 220 Change in operating lease right-of-use assets 13 11 Change in operating assets and liabilities: Prepaid expenses and other current assets 105 196 Accounts payable ( 1,507 ) 331 Accrued expenses ( 317 ) 562 Operating lease liabilities ( 13 ) ( 11 ) Cash used in operating activities ( 3,685 ) ( 1,736 ) Financing activities: Proceeds from issuance of common stock under ATM facility 6,819 — Payment for fractional shares in connection with reverse stock split ( 1 ) ( 1 ) Payment of stock issuance costs ( 314 ) ( 10 ) Cash provided by (used in) financing activities 6,504 ( 11 ) Net increase (decrease) in cash and cash equivalents 2,819 ( 1,747 ) Cash and cash equivalents at beginning of period 8,229 5,028 Cash and cash equivalents at end of period $ 11,048 $ 3,281 Supplemental disclosure of non-cash financing activities: Deferred stock issuance costs in accounts payable and accrued expenses $ — $ 247 See accompanying notes to unaudited interim consolidated financial statements. 6 Table of Contents GRI Bio, Inc. Notes to Unaudited Interim Consolidated Financial Statements (in thousands, except share and per share data) 1. ORGANIZATION AND DESCRIPTION OF BUSINESS GRI Bio, Inc. (GRI or the Company), based in La Jolla, CA, was incorporated in Delaware in May 2009, which is the date of inception. GRI is a clinical-stage biopharmaceutical company focused on discovering, developing, and commercializing innovative therapies that target serious diseases associated with dysregulated immune responses leading to inflammatory, fibrotic and autoimmune disorders. The Company’s goal is to be an industry leader in developing therapies to treat these diseases and to improve the lives of patients suffering from such diseases. The Company’s lead product candidate, GRI-0621, is an oral inhibitor of type 1 invariant Natural Killer T cells and is being developed for the treatment of severe fibrotic lung diseases such as idiopathic pulmonary fibrosis (IPF). The Company’s product candidate portfolio also includes GRI-0803 and a proprietary library of 500+ compounds. GRI-0803, the lead molecule selected from the library, is a novel oral agonist of type 2 diverse Natural Killer T cells and is being developed for the treatment of autoimmune disorders, with much of its preclinical work in Systemic Lupus Erythematosus Disease or lupus and multiple sclerosis (MS). Recapitalization On February 21, 2025, the Company effected a reverse stock split of its common stock, par value $ 0.0001 per share (the Common Stock), at a ratio of one-for-seventeen (the February 2025 Reverse Stock Split). On January 23, 2026, the Company effected a reverse stock split of its Common Stock at a ratio of one-for-twenty-eight (the January 2026 Reverse Stock Split, and together with the February 2025 Reverse Stock Split, the Reverse Stock Splits). Unless otherwise noted, all references to share and per share amounts in these consolidated financial statements reflect the Reverse Stock Splits. 2. LIQUIDITY These unaudited interim consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any significant revenues from operations since inception and does not expect to do so in the foreseeable future. The Company has incurred operating losses since its inception in 2009 and as a result has incurred $ 53,694 in accumulated deficit through March 31, 2026. The Company has financed its working capital requirements to date through the issuance of equity and debt securities. As of March 31, 2026, the Company had cash and cash equivalents of approximately $ 11,048 . On May 20, 2024, the Company entered into an At The Market Offering Agreement (the Sales Agreement) with H.C. Wainwright & Co., LLC (Wainwright), pursuant to which the Company may sell and issue, subject to the limitations in the Sales Agreement, up to $ 10.0 million of shares of Common Stock from time to time through Wainwright as its sales agent (the ATM Offering). Under the Sales Agreement, Wainwright is entitled to compensation of 3.0 % of the gross offering proceeds of all shares of Common Stock sold through it pursuant to the Sales Agreement. As of March 31, 2026, the Company has sold 1,147,367 shares of Common Stock in the ATM Offering at a weighted-average price of $ 11.32 per share, raising $ 12,984 of gross proceeds and net proceeds of $ 12,363 , after deducting commissions to the sales agent and other ATM Offering related expenses. On January 30, 2026, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-279348) to increase the amount of shares of Common Stock that the Company may offer and sell under the Sales Agreement and applicable registration statement to an aggregate offering price of up to $ 60,000 , which amount does not include the shares of Common Stock having an aggregate gross sales price of approximately $ 12,639 that were sold under the ATM Offering through January 29, 2026, in accordance with the limitations set forth in Instruction I.B.6 of Form S-3. 7 Table of Contents On April 1, 2025, the Company entered into a securities purchase agreement (the April 2025 Purchase Agreement), pursuant to which the Company issued and sold Common Stock, pre-funded warrants and common warrants, in a public offering (the April 2025 Offering), for net proceeds of $ 4,020 , after deducting offering expenses of $ 979 . On December 11, 2025, the Company entered into a securities purchase agreement (the December 2025 Purchase Agreement), pursuant to which the Company issued and sold Common Stock, pre-funded warrants and common warrants, in a public offering (the December 2025 Offering), for net proceeds of $ 6,288 after deducting offering expenses of $ 1,711 . Based on the Company’s current operating plan, the Company believes that its existing cash and cash equivalents will be sufficient to fund its currently planned operating expenses and capital expenditure requirements into the second quarter of 2027. However, this estimate assumes that the Company only continues the preliminary work towards the initiation of a Phase 2b trial of GRI-0621; the Company would not be able to complete a Phase 2b clinical trial of GRI-0621, which will require substantial additional capital or resources. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund its business activities, including its research and development program. The Company intends to raise capital through additional issuances of equity securities and/or short-term or long-term debt arrangements and potentially through strategic partner and collaboration agreements, but there can be no assurances any such financing will be available when needed, even if the Company’s research and development efforts are successful. If the Company is not able to obtain additional financing on acceptable terms and in the amounts necessary to fully fund its future operating requirements, it may be forced to reduce or discontinue its operations entirely. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. 3. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial periods and pursuant to the rules of the U.S. Securities and Exchange Commission (the SEC). Any reference in the accompanying unaudited interim financial statements to “authoritative guidance” is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). The December 31, 2025 balance sheet was derived from the Company’s audited consolidated financial statements. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2026, and the consolidated results of operations and consolidated stockholders’ equity for the three months ended March 31, 2026 and 2025 and consolidated cash flows for the three months ended March 31, 2026 and 2025. Consolidated results of operations for the three months ended March 31, 2026, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2026. The unaudited interim consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual consolidated financial statements. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on January 30, 2026. Principles of Consolidation The consolidated financial statements include the accounts of GRI Bio, Inc. and its wholly-owned subsidiary, GRI Bio Operations, Inc. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, warrant issuance and subsequent revaluations, valuation allowances relating to deferred tax assets, accrued expenses and estimation of the incremental borrowing rate for the operating lease. If actual results differ from the 8 Table of Contents Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s consolidated results of operations could either benefit from, or be adversely affected by, any such change in estimate. Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 are described below: Level 1 : Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 : Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 : Pricing inputs that are generally unobservable inputs and not corroborated by market data. As of March 31, 2026, the Company’s financial instruments included cash, cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and certain liability classified warrants. The carrying amounts reported in the consolidated balance sheets for cash, cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. At March 31, 2026, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants. In May 2022, Vallon Pharmaceuticals, Inc. (Vallon) issued warrants (the May 2022 Warrants) in connection with a securities purchase agreement. Vallon evaluated the May 2022 Warrants in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40), and concluded that a provision in the May 2022 Warrants related to the reduction of the exercise price in certain circumstances precluded the May 2022 Warrants from being accounted for as components of equity. As a result, the May 2022 Warrants were recorded as a liability on the consolidated balance sheet. Vallon recorded the fair value of the May 2022 Warrants upon issuance using a Black-Scholes valuation model. The Company is required to revalue the May 2022 Warrants at each reporting date with any changes in fair value recorded in its consolidated statements of operations. The valuation of the May 2022 Warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable. As of March 31, 2026 and December 31, 2025, the fair value of the warrant liability was immaterial. Deferred Stock Issuance Costs Deferred stock issuance costs represent incremental costs incurred that are directly attributable to proposed offerings of securities. The costs are charged against the gross proceeds of the respective offering upon closing. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during each period, plus the dilutive effect of common stock equivalents outstanding during each period, in accordance with ASC 260, Earnings Per Share . As the Company had a net loss in each of the three months ended March 31, 2026 and 2025, diluted net loss per common share is the same as basic net loss per common share for the period because the effects of potentially dilutive securities are antidilutive . 9 Table of Contents Common stock equivalents excluded from the diluted net loss per common share calculations are as follows: March 31, 2026 2025 Stock options 15,032 753 Warrants 518,574 12,882 Total 533,606 13,635 Recent Accounting Pronouncements The Company considered the applicability and impact of all ASUs issued during the quarter ended March 31, 2026. ASUs not discussed below were assessed and determined to be either not applicable or expected to have minimal impact on these unaudited interim consolidated financial statements In November 2024, FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) (ASU 2024-03). The amendments in ASU 2024-03 require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, for all public entities. Early adoption is permitted. Management is currently evaluating the impact of this update on the Company’s financial statements. In October 2023, FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative ( ASU 2023-06) . The amendments in ASU 2023-06 represent changes to clarify or improve disclosure and presentation requirements of a variety of topics in the Codification and align those requirements with the SEC’s regulation. For entities subject to the Securities and Exchange Commission’s (SEC) existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. Management is currently evaluating the impact of this update and its effective dates but does not expect the update to have a material effect on the Company’s financial statements. 4. PROPERTY AND EQUIPMENT March 31, 2026 December 31, 2025 Computer equipment $ 24 $ 24 Furniture and fixtures 13 13 37 37 Accumulated depreciation ( 35 ) ( 34 ) $ 2 $ 3 Depreciation expense related to property and equipment was $ 1 in each of the three-month periods ended March 31, 2026 and 2025. 5. ACCRUED EXPENSES Accrued expenses consist of the following: March 31, 2026 December 31, 2025 Research and development $ 212 $ 383 General and administrative 50 31 Payroll and related 171 336 Total accrued expenses $ 433 $ 750 10 Table of Contents 6. STOCKHOLDERS’ EQUITY May 2024 At The Market Offering On May 20, 2024, the Company entered into the Sales Agreement with Wainwright, pursuant to which the Company may sell and issue, subject to the limitations in the Sales Agreement, shares up to $ 10.0 million of shares of Common Stock from time to time in the ATM Offering. Under the Sales Agreement, Wainwright is entitled to compensation of 3.0 % of the gross offering proceeds of all shares of Common Stock sold through it pursuant to the Sales Agreement. As of March 31, 2026, the Company has sold 1,147,367 shares of Common Stock in the ATM Offering at a weighted-average price of $ 11.32 per share, raising $ 12,984 of gross proceeds and net proceeds of $ 12,363 , after deducting commissions to the sales agent and other ATM Offering related expenses. During the three months ended March 31, 2026, the Company sold 1,087,364 shares of Common Stock in the ATM Offering at a weighted average price of $ 6.27 per share for gross proceeds of $ 6,819 and net proceeds of $ 6,505 . On January 30, 2026, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-279348) to increase the amount of shares of Common Stock that the Company may offer and sell under the Sales Agreement and applicable registration statement to an aggregate offering price of up to $ 60,000 , which amount does not include the shares of Common Stock having an aggregate gross sales price of approximately $ 12,639 that were sold under the ATM Offering through January 29, 2026, in accordance with the limitations set forth in Instruction I.B.6 of Form S-3. April 2025 Securities Purchase Agreement On April 1, 2025, the Company entered into the April 2025 Purchase Agreement, pursuant to which the Company issued and sold, in the April 2025 Offering, (i) 7,214 shares (the April 2025 Shares) of Common Stock, (ii) 42,389 pre-funded warrants (the April 2025 Pre-Funded Warrants) exercisable for an aggregate of 42,389 shares of Common Stock, (iii) 49,605 Series E-1 common stock warrants (the Series E-1 Common Warrants) to purchase up to 49,605 shares of Common Stock, (iv) 49,605 Series E-2 common stock warrants (the Series E-2 Common Warrants) to purchase up to 49,605 shares of Common Stock, and (v) 49,605 Series E-3 common stock warrants (the Series E-3 Common Warrants, and collectively with the Series E-1 Common Warrants and the Series E-2 Common Warrants, the Series E Common Warrants) to purchase up to 49,605 shares of Common Stock, for net proceeds of $ 4,020 , after deducting offering expenses of $ 979 . The April 2025 Offering closed on April 2, 2025. The securities were offered in combinations of (a) one April 2025 Share or one April 2025 Pre-Funded Warrant, together with (b) one Series E-1 Common Warrant, one Series E-2 Common Warrant and one Series E-3 Common Warrant, for a combined purchase price of $ 100.80 (less $ 0.0028 for each April 2025 Pre-Funded Warrant). The April 2025 Pre-Funded Warrants had an exercise price of $ 0.0028 per share, became exercisable immediately upon issuance and expired when exercised in full. Each Series E Common Warrant has an exercise price of $ 89.60 per share and became exercisable immediately upon issuance. The Series E-1 Common Warrants expire April 2, 2030. The Series E-2 Common Warrants expire on October 2, 2026. The Series E-3 Common Warrants expire on January 2, 2026. As of September 30, 2025, the April 2025 Pre-Funded Warrants have been exercised in full. Wainwright acted as the exclusive placement agent for the April 2025 Offering pursuant to an engagement agreement between the Company and Wainwright dated as of March 7, 2025. As compensation for such placement agent services, the Company agreed to pay Wainwright an aggregate cash fee equal to 7.0 % of the gross proceeds received by the Company from the offering, plus a management fee equal to 1.0 % of the gross proceeds received by the Company from the offering, reimbursement for accountable expenses of $ 25 , reimbursement of up to $ 100 for legal fees and expenses and other out-of-pocket expenses and up to $ 16 for the clearing expenses. The Company also issued to Wainwright, or its designees, warrants to purchase up to an aggregate of 3,474 shares of Common Stock (the April 2025 PA Warrants). The April 2025 PA Warrants became exercisable immediately upon issuance, expire on April 1, 2030, and have an exercise price of $ 126.00 per share. The April 2025 PA Warrants were classified as equity and the fair value of $ 123 is included in additional paid-in capital. The Company determined that the amount paid for the April 2025 Pre-Funded Warrants approximates their fair value. The Black-Scholes option-pricing model was used to estimate the fair value of the Series E Common Warrants and the April 2025 PA Warrants with the following weighted-average assumptions: 11 Table of Contents Volatility 156.44 % Expected term in years 2.48 Dividend rate — % Risk-free interest rate 4.02 % December 2025 Securities Purchase Agreement On December 11, 2025, the Company entered into the December 2025 Purchase Agreement, pursuant to which the Company issued and sold, in the December 2025 Offering, (i) 92,976 shares (the December 2025 Shares) of Common Stock (ii) 287,977 pre-funded warrants (the December 2025 Pre-Funded Warrants) exercisable for an aggregate of 287,977 shares of Common Stock and (iii) 380,962 Series F common stock warrants (the Series F Common Warrants) to purchase up to 380,962 shares of Common Stock for net proceeds of $ 6,288 after deducting offering expenses of $ 1,711 . The securities were offered in combinations of (a) one December 2025 Share or one December 2025 Pre-Funded Warrant, together with (b) one Series F Common Warrant for a combined purchase price of $ 21.00 (less $ 0.0028 for each December 2025 Pre-Funded Warrant). The December 2025 Pre-Funded Warrants had an exercise price of $ 0.0028 per share, became exercisable immediately upon issuance and expired when exercised in full. Each Series F Common Warrant has an exercise price of $ 21.00 per share, became exercisable immediately upon issuance and expire on December 12, 2030. As of December 31, 2025, the December 2025 Pre-Funded Warrants have been exercised in full. Wainwright acted as the exclusive placement agent for the December 2025 Offering pursuant to an engagement agreement between the Company and Wainwright dated as of December 5, 2025. As compensation for such placement agent services, the Company agreed to pay Wainwright an aggregate cash fee equal to 7.0 % of the gross proceeds received by the Company from the offering, plus a management fee equal to 1.0 % of the gross proceeds received by the Company from the offering, reimbursement for accountable expenses of $ 25 , reimbursement of up to $ 100 for legal fees and expenses and other out-of-pocket expenses and up to $ 16 for the clearing expenses. The Company also issued to Wainwright, or its designees, warrants to purchase up to an aggregate of 26,667 shares of Common Stock (the December 2025 PA Warrants). The December 2025 PA Warrants became exercisable immediately upon issuance, expire on December 12, 2030, and have an exercise price of $ 26.25 per share. The December 2025 PA Warrants were classified as equity and the fair value of $ 317 is included in additional paid-in capital. The Company determined that the amount paid for the December 2025 Pre-Funded Warrants approximates their fair value. The Black-Scholes option-pricing model was used to estimate the fair value of the Series F Common Warrants and the December 2025 PA Warrants with the following weighted-average assumptions: Volatility 124.87 % Expected term in years 5.0 Dividend rate — % Risk-free interest rate 3.75 % Warrants As of March 31, 2026, the Company had the following warrants outstanding to purchase Common Stock: 12 Table of Contents Number of Shares Exercise Price per Share Expiration Date 1,604 $ 476.00 April 2026 49,605 $ 89.60 October 2026 1 $ 1,219,345.40 May 2027 1 $ 0.01 July 2027 3 $ 2,659,169.24 April 2028 19 $ 6,806.80 February 2029 324 $ 1,088.85 June 2029 4,593 $ 871.08 September 2029 1,604 $ 476.00 October 2029 114 $ 595.00 October 2029 49,605 $ 89.60 April 2030 3,474 $ 126.00 April 2030 380,962 $ 21.00 December 2030 26,667 $ 26.25 December 2030 7. STOCK-BASED COMPENSATION Amended and Restated 2018 Equity Incentive Plan, as Amended On April 21, 2023, the stockholders of the Company approved the Amended and Restated GRI Bio, Inc. 2018 Equity Incentive Plan (the A&R 2018 Plan) and on August 13, 2025, the stockholders of the Company approved an amendment to the A&R 2018 Plan to increase the aggregate number of shares of the Company’s Common Stock thereunder by 14,285 . The A&R 2018 Plan provides the Company with the ability to grant stock options, restricted stock and other equity-based awards to employees, directors and consultants. Stock options granted by the Company under the A&R 2018 Plan generally have a contractual life of up to 10 years. As of March 31, 2026, awards granted under the A&R 2018 Plan representing the right to purchase or contingent right to receive up to an aggregate of 15,032 shares of the Company's Common Stock were outstanding and 34,951 shares of the Company’s Common Stock were reserved for issuance under the A&R 2018 Plan. The number of shares reserved for issuance under the A&R 2018 Plan may be increased pursuant to the A&R 2018 Plan’s “evergreen” provision on the first day of each calendar year beginning January 1, 2025 and ending on and including January 1, 2033, by a number of shares not to exceed 4 % of the aggregate number of shares of the Company’s Common Stock outstanding on the final day of the immediately preceding calendar year. The Company recorded stock-based compensation related to equity-based awards issued under the A&R 2018 Plan in the following expense categories of its accompanying consolidated statements of operations for the three months ended March 31, 2026 and 2025: Three Months Ended March 31, 2026 2025 Research and development $ 3 $ 25 General and administrative 28 195 Total $ 31 $ 220 The Company measures equity-based awards granted to employees and non-employees based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period or performance-based period, which is generally the vesting period of the respective award. The measurement date for service-based equity awards is the date of grant, and 13 Table of Contents equity-based compensation costs are recognized as expense over the requisite service period. The Company records expense for performance-based awards if the Company concludes that it is probable that the performance condition will be achieved. The table below represents the activity of stock options granted to employees and non-employees for the three months ended March 31, 2026: Number of options Weighted-average exercise price Weighted-average remaining contractual term (years) Outstanding at December 31, 2025 15,032 $ 68.44 9.67 Granted — Exercised — — Forfeited/cancelled — — Outstanding at March 31, 2026 15,032 $ 68.44 9.42 Exercisable at March 31, 2026 11,865 $ 68.16 9.41 Vested and expected to vest at March 31, 2026 15,032 $ 68.44 9.42 As of March 31, 2026, all of the outstanding and exercisable stock options were out of the money and therefore had no intrinsic value. As of March 31, 2026, the unrecognized compensation cost related to unvested stock options expected to vest was $ 184 . This unrecognized compensation is expected to be recognized over a weighted-average amortization period of 1.20 years. The Company granted an aggregate of 752 stock options to its employees and non-employee directors during the three months ended March 31, 2025. The Black-Scholes option-pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions: Three Months Ended March 31, 2025 Volatility 110.94 % Expected term in years 5.00 Dividend rate 0.00 % Risk-free interest rate 4.45 % Fair value of common stock on grant date $ 326.48 No equity-based awards were granted during the three-month period ended March 31, 2026. 8. SEGMENT REPORTING Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (CODM), or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one reportable segment: biotechnology research. The biotechnology research segment consists of the research and development of products for the treatment of inflammatory disease. The Company’s CODM is W. Marc Hertz, Ph.D., Chief Executive Officer and Director. The accounting policies of the biotechnology research segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the biotechnology research segment based on research and development expenses and general and administrative expenses as part of the overall review of the Company’s consolidated net loss and consolidated cash flows as compared to prior quarters and the Company’s operating budget. The Company has incurred significant losses since its inception and anticipates incurring continued losses in the future. As such, the CODM uses cash forecast models in deciding how to allocate resources based on the Company’s available cash resources, as well as its forecasted expenditures. This information, in conjunction with the assessment of the probability of the success of the Company’s research and development activities, is used to plan the timing and size of future capital raises. 14 Table of Contents 9. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is not currently a party to any material legal proceedings, and is not aware of any pending or threatened legal proceeding against the Company that it believes could have a material adverse effect on its business, operating results or financial condition. From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business. Regardless of outcome, litigation can have a material adverse impact on the Company due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors. Employment Agreements The Company has entered into employment contracts with its officers that provide for severance and continuation of benefits in the event of termination of employment by the Company without cause or by the employee for good reason. In addition, in the event of termination of employment following a change in control, the vesting of certain equity awards may be accelerated. 15 Table of Contents