Dilution profile // every instrument, one screen, from SEC filings

GRI Bio, Inc. (GRI)

CIK 1824293 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$271M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-33% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~12.9 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-05-132026-08-13

Latest: 2.2M shares as of Aug 13, 2026 (10-Q). Share count fell from 8.9M to 525,358 between Nov 13, 2024 and Mar 11, 2025, a pattern consistent with a reverse split (roughly 1-for-17); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Series F Common Stock Warrants380,962$21
Warrants Expiring In December2030 One380,962$21
Pre Funded Warrants287,977$0.0028
Series E1 Common Warrants49,605not tagged
Series E2 Common Warrants49,605not tagged
Series E3 Common Warrants49,605not tagged
Warrants Expiring In October202649,605$89.6
Warrants Expiring In April2030 One49,605$89.6
December2025 PA Warrants26,667$26.25
Warrants Expiring In December2030 Two26,667$26.25
Warrants Expiring In September20294,593$871.08
April2025 PA Warrants3,474$126

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 167 underlying shares, as reported Jul 31, 2022 (10-K).

Reported exercise price: $0.01 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $18,000 as of Sep 30, 2023.

Rough fully diluted estimate: 2.2M = 2.2M O/S + 167 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 14, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding2.2MAug 13, 2026
+ Series F Common Stock Warrants (if exercised)380,962Dec 11, 2025
+ Warrants Expiring In December2030 One (if exercised)380,962Jun 30, 2026
+ Pre Funded Warrants (if exercised)287,977Dec 11, 2025
+ Series E1 Common Warrants (if exercised)49,605Apr 1, 2025
+ Series E2 Common Warrants (if exercised)49,605Apr 1, 2025
+ Series E3 Common Warrants (if exercised)49,605Apr 1, 2025
+ Warrants Expiring In October2026 (if exercised)49,605Jun 30, 2026
+ Warrants Expiring In April2030 One (if exercised)49,605Jun 30, 2026
+ December2025 PA Warrants (if exercised)26,667Dec 11, 2025
+ Warrants Expiring In December2030 Two (if exercised)26,667Jun 30, 2026
+ Warrants Expiring In September2029 (if exercised)4,593Jun 30, 2026
+ April2025 PA Warrants (if exercised)3,474Apr 1, 2025
Fully diluted estimate3.5M+62.2% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $270.9Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Jan 30, 2026$250.0M registeredfiling →
S-1Dec 8, 2025$20.9M registeredfiling →
S-1Mar 25, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 3 executed · 3 registered.

REGISTEREDJan 30, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDJan 30, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEJan 30, 2026SEC declared a registration effective — selling can beginEFFECT
EXECUTEDJan 9, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDDec 12, 2025Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4
EFFECTIVEDec 11, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDDec 10, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
UPDATEDec 8, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
REGISTEREDDec 8, 2025S-1 registration — capacity to sell shares, not a sale yetS-1
UPDATENov 14, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEAug 15, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EXECUTEDMay 23, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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