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Item 1. Financial Statements

2026-08-14 compared with 2026-05-13 · 72 added, 52 removed, 274 unchanged (31% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Assets (unaudited)

18 unchanged sentences

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

2,186,115 and 497,693 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

7 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Operating expenses:

12 unchanged sentences

(in thousands, except shares)

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

Common Stock Additional

7 unchanged sentences

Balance, March 31, 2026 (unaudited) 1,584,933 $ — $ 64,239 $ ( 53,694 ) $ 10,545

Three Months Ended March 31, 2025

Stock-based compensation — — 34 — 34

Issuance of common stock 601,182 — 1,344 — 1,344

Net loss — — — ( 1,643 ) ( 1,643 )

Balance, June 30, 2026 (unaudited) 2,186,115 $ — $ 65,617 $ ( 55,337 ) $ 10,280

Six Months Ended June 30, 2025

Common Stock Additional

6 unchanged sentences

Balance, March 31, 2025 (unaudited) 18,763 $ — $ 43,991 $ ( 42,786 ) $ 1,205

Stock-based compensation — — 41 — 41

Issuance of common stock and prefunded warrants in financing 49,603 — 4,144 — 4,144

Issuance of common stock 20,806 — 825 — 825

Net loss — — — ( 2,892 ) ( 2,892 )

Balance, June 30, 2025 (unaudited) 89,172 $ — $ 49,001 $ ( 45,678 ) $ 3,323

See accompanying notes to unaudited interim consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

11 unchanged sentences

Financing activities:

Proceeds from issuance of common stock in financing transactions — 5,000

Proceeds from issuance of common stock under ATM facility 8,214 941

2 unchanged sentences

( 364 ) ( 944 )

Cash provided by (used in) financing activities 6,504 ( 11 )

Net increase (decrease) in cash and cash equivalents 2,819 ( 1,747 )

Cash provided by financing activities 7,849 4,996

Net increase in cash and cash equivalents 2,718 94

Cash and cash equivalents at beginning of period 8,229 5,028

2 unchanged sentences

Deferred stock issuance costs in accounts payable and accrued expenses $ — $ 29

Issuance of warrants for payment of stock issuance costs $ — $ 123

See accompanying notes to unaudited interim consolidated financial statements.

16 unchanged sentences

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 incurred operating losses since its inception in 2009 and as a result has incurred $ 55,337 in accumulated deficit through June 30, 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 .

As of June 30, 2026, the Company had cash and cash equivalents of approximately $ 10,947 .

On May 20, 2024, the Company entered into an At The Market Offering Agreement (the Sales Agreement) with H.C.

1 unchanged sentence

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.

As of June 30, 2026, the Company has sold 1,748,549 shares of Common Stock in the ATM Offering at a weighted-average price of $ 8.22 per share, raising $ 14,379 of gross proceeds and net proceeds of $ 13,708 , 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.

2 unchanged sentences

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.

However, this estimate assumes that the Company only continues the preliminary work towards the initiation of additional clinical studies of GRI-0621;

the Company would not be able to complete the additional dose-ranging and other clinical studies for 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.

1 unchanged sentence

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.

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 unaudited interim consolidated financial statements.

These unaudited interim consolidated 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.

Separately, on July 22, 2026, the SEC’s Division of Trading and Markets, acting under delegated authority, approved a new Nasdaq continued listing requirement (the “MVLS Requirement”) under which companies listed on The Nasdaq Capital Market must maintain a Market Value of Listed Securities (“MVLS”) of at least $5,000.

On July 29, 2026, the SEC stayed the approval order after receiving petitions for Commission-level review pursuant to Rule 431(e) of the SEC’s Rules of Practice, and the MVLS Requirement is not currently in effect.

If the MVLS Requirement becomes effective, a company whose MVLS remains below $5,000 for 30 consecutive business days would be subject to immediate suspension from trading and delisting proceedings, with no cure or compliance period to stay the suspension of trading.

A company may appeal the delisting determination to the Nasdaq Hearings Panel (the Hearings Panel), but a timely request for a hearing will not automatically stay the suspension of trading.

The Hearings Panel may, in its discretion, grant an exception of up to 180 days for the company to demonstrate compliance with The Nasdaq Capital Market’s initial listing requirements.

As of the date of this Quarterly Report, the Company’s MVLS is less than $5,000.

If the MVLS Requirement becomes effective and the Company’s Common Stock is suspended from trading or delisted from The Nasdaq Capital Market, this could further impair the Company’s ability to raise additional capital and impact the Company’s ability to continue as a going concern.

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.

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 June 30, 2026, and the consolidated results of operations and consolidated stockholders’ equity for the three and six months ended June 30, 2026 and 2025 and consolidated cash flows for the six months ended June 30, 2026 and 2025.

Consolidated results of operations for the three and six months ended June 30, 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.

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.

The unaudited interim consolidated financial statements include the accounts of GRI Bio, Inc.

and its wholly owned subsidiary, GRI Bio Operations, Inc.

3 unchanged sentences

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

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.

If actual results differ from the 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

5 unchanged sentences

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.

As of June 30, 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.

At June 30, 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.

5 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, the fair value of the warrant liability was immaterial.

Deferred Stock Issuance Costs

4 unchanged sentences

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 .

As the Company had a net loss in each of the three and six months ended June 30, 2026 and 2025, diluted net loss per common share is the same as basic net loss per common share for the periods because the effects of potentially dilutive securities are antidilutive.

Common stock equivalents excluded from the diluted net loss per common share calculations are as follows:

3 unchanged sentences

Recent Accounting Pronouncements

The Company considered the applicability and impact of all ASUs issued during the quarter ended March 31, 2026.

The Company considered the applicability and impact of all ASUs issued during the quarter ended June 30, 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.

7 unchanged sentences

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 entities subject to the SEC’s 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.

1 unchanged sentence

PROPERTY AND EQUIPMENT

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Computer equipment $ 24 $ 24

1 unchanged sentence

Accumulated depreciation ( 35 ) ( 34 )

Depreciation expense related to property and equipment was $ 1 in each of the three-month periods ended March 31, 2026 and 2025.

Depreciation expense related to property and equipment was immaterial and $ 1 in the three-month periods ended June 30, 2026 and 2025, respectively.

Depreciation expense related to property and equipment was $ 1 and $ 2 in the six-month periods ended June 30, 2026 and 2025, respectively.

ACCRUED EXPENSES

Accrued expenses consist of the following:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Research and development $ 185 $ 383

4 unchanged sentences

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.

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, 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.

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 .

During the three months ended June 30, 2026, the Company sold 601,182 shares of Common Stock in the ATM Offering at a weighted-average price of $ 2.32 per share for gross proceeds of $ 1,395 and net proceeds of $ 1,344 .

During the six months ended June 30, 2026, the Company sold 1,688,546 shares of Common Stock in the ATM Offering at a weighted-average price of $ 4.86 per share for gross proceeds of $ 8,214 and net proceeds of $ 7,850 .

On January 30, 2026, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No.

8 unchanged sentences

The Series E-2 Common Warrants expire on October 2, 2026.

The Series E-3 Common Warrants expire on January 2, 2026.

The Series E-3 Common Warrants expired on January 2, 2026.

As of September 30, 2025, the April 2025 Pre-Funded Warrants have been exercised in full.

25 unchanged sentences

Risk-free interest rate

As of March 31, 2026, the Company had the following warrants outstanding to purchase Common Stock:

As of June 30, 2026, the Company had the following warrants outstanding to purchase Common Stock:

Number of Shares Exercise Price per Share Expiration Date

1,604 $ 476.00 April 2026

49,605 $ 89.60 October 2026

17 unchanged sentences

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.

As of June 30, 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

June 30, Six Months Ended

2026 2025 2026 2025

Research and development $ 1 $ — $ 4 $ 25

2 unchanged sentences

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

equity-based compensation costs are recognized as expense over the requisite service period.

The measurement date for service-based equity awards is the date of grant, and 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:

The table below represents the activity of stock options granted to employees and non-employees for the six months ended June 30, 2026:

Number of options Weighted-average exercise price Weighted-average remaining contractual term (years)

2 unchanged sentences

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 .

Outstanding at June 30, 2026 15,032 $ 68.44 9.17

Exercisable at June 30, 2026 12,597 $ 66.92 9.16

Vested and expected to vest at June 30, 2026 15,032 $ 68.44 9.17

As of June 30, 2026, all of the outstanding and exercisable stock options were out of the money and therefore had no intrinsic value.

As of June 30, 2026, the unrecognized compensation cost related to unvested stock options expected to vest was $ 132 .

This unrecognized compensation is expected to be recognized over a weighted-average amortization period of 1.69 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 Company granted an aggregate of 752 stock options to its employees and non-employee directors during the six months ended June 30, 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

Six Months Ended June 30, 2025

Volatility 110.94 %

3 unchanged sentences

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.

No equity-based awards were granted during the six-month period ended June 30, 2026.

SEGMENT REPORTING

19 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.

What changed 10-Q

Item 1. Financial Statements