8-K: GRI Bio Stockholders Approve Reverse Split, Addresses Nasdaq Listing

GRI Bio, Inc. stockholders approved a reverse stock split and the company believes it has regained compliance with Nasdaq's minimum stockholders' equity requirement following an $8.0 million public offering.

Summary

• A Special Meeting of Stockholders was held virtually on January 15, 2026, with a quorum of 4,874,725 shares, representing approximately 48.16% of eligible shares.
• Stockholders approved an amendment to the Company's Certificate of Incorporation to effect a reverse stock split at a ratio within the range of one-for-two and one-for-thirty, with the Board of Directors having sole discretion on the exact ratio and the ability to abandon the proposal.
• The vote for the reverse stock split was 4,218,643 'For', 652,223 'Against', and 3,859 'Abstained'.
• Stockholders also approved a proposal to postpone or adjourn the Special Meeting if necessary to solicit additional proxies for the reverse stock split proposal.
• The vote for postponement was 4,168,001 'For', 685,484 'Against', and 21,240 'Abstained'.
• On November 26, 2025, GRI Bio received a letter from Nasdaq notifying it of non-compliance with the minimum stockholders' equity requirement (Rule 5550(b)(1)), based on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
• Nasdaq Rule 5550(b)(1) requires companies with a market value of listed securities less than $35,000,000 and annual net income less than $500,000 to maintain stockholders' equity of at least $2,500,000.
• On December 12, 2025, the Company completed a best efforts public offering, raising approximately $8.0 million in gross cash proceeds.
• The offering included 2,603,331 shares of common stock, 8,063,336 pre-funded warrants, and 10,666,667 Series F warrants.
• As a result of the offering, the Company believes its stockholders' equity now exceeds the minimum $2,500,000 Nasdaq requirement.

Sentiment

Score: 6

Explanation: The company successfully addressed an immediate Nasdaq non-compliance issue through a capital raise and gained approval for a reverse stock split, which are positive steps for continued listing. However, the underlying need for these actions (low equity, low share price) indicates ongoing challenges and future monitoring by Nasdaq remains a risk.

Positives

• Stockholders approved the reverse stock split, providing the Board with flexibility to address potential future share price compliance issues.
• Successfully completed a public offering on December 12, 2025, raising approximately $8.0 million in gross cash proceeds.
• The Company believes it has regained compliance with Nasdaq's minimum stockholders' equity requirement of $2,500,000 following the capital raise.

Negatives

• Received a non-compliance letter from Nasdaq on November 26, 2025, regarding the minimum stockholders' equity requirement.
• The necessity for a reverse stock split often indicates a low share price, which can be perceived negatively by investors.
• Nasdaq will continue to monitor compliance, and failure to evidence compliance in the next periodic report could lead to delisting.

Risks

• Risk of delisting from The Nasdaq Capital Market if the Company does not evidence continued compliance with the stockholders' equity requirement in its next periodic report.
• Potential for further dilution from the exercise of pre-funded and Series F warrants issued in the public offering.
• The reverse stock split, while approved, may not fully resolve underlying issues affecting share price or market perception.

Future Outlook

Nasdaq will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement. If the Company does not evidence compliance in its next periodic report, it may be subject to delisting. The Board has discretion to set the exact ratio for the approved reverse stock split or to abandon it.

Management Comments

• The Company believes its stockholders' equity is in excess of the minimum $2,500,000 Nasdaq requirement as a result of the Offering and as of the date of this Current Report on Form 8-K.

Industry Context

Small-cap biotechnology companies often face challenges in maintaining Nasdaq listing requirements, particularly regarding minimum share price and stockholders' equity. Capital raises through public offerings and reverse stock splits are common strategies employed by such companies to address these compliance issues and secure necessary funding for operations and development, though they can also signal underlying financial pressures or development delays.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for dilution from the recent public offering and future warrant exercises. The reverse stock split will reduce the number of outstanding shares, potentially increasing the per-share price but not the overall value of holdings. Risk of delisting remains if compliance is not maintained.
• Nasdaq: The company's actions address immediate compliance concerns, but Nasdaq will continue monitoring.

Next Steps

• Nasdaq will continue to monitor the Company's compliance with the stockholders' equity requirement.
• The Company must evidence compliance in its next periodic report to avoid potential delisting.
• The Board of Directors will decide the exact ratio for the reverse stock split, if and when it is effected.

Key Dates

Recommendation

While GRI Bio has taken crucial steps to address immediate Nasdaq listing compliance issues through a capital raise and stockholder approval for a reverse stock split, the underlying financial health and operational challenges that led to these issues persist. The $8.0 million capital raise provides a temporary buffer for stockholders' equity, but the need for a reverse split often signals a distressed share price. Investors should hold to observe if the company can sustain compliance and demonstrate fundamental business improvements, as the risk of delisting remains if future periodic reports do not evidence continued compliance.

Keywords

GRI Bio, reverse stock split, Nasdaq compliance, public offering, stockholders' equity, delisting risk, 8-K filing, corporate governance, capital raise