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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2024
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GRI BIO, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4003482-4369909
(State or other jurisdiction(Commission File Number)(IRS Employer Identification No.)
of incorporation)
2223 Avenida de la Playa, #208
La Jolla, CA 92037
(Address of principal executive offices and zip code)
(619) 400-1170
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
GRI
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 8.01 Other Events.
On December 20, 2024, GRI Bio, Inc. (the “Company”) filed a prospectus supplement to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, issuable pursuant to the At The Market Offering Agreement between the Company and H.C. Wainwright & Co., LLC, dated May 20, 2024 (the “Sales Agreement”), to up to an aggregate of $322,468 of Shares, which does not include the Shares having an aggregate gross sales price of approximately $3,604,683 that have been sold to date under the Sales Agreement.
Attached hereto as Exhibit 5.1 to this Current Report is the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., relating to the legality of the issuance and sale of the Shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
5.1
23.1Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)
104Cover Page Interactive Data File (embedded within the Inline XBRL document).





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 hereunto duly authorized.
Date: December 20, 2024GRI BIO, INC.
By:/s/ Leanne Kelly
Name:Leanne Kelly
Title:Chief Financial Officer



Exhibit 5.1
                            

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3580 Carmel Mountain Road
Suite 300
San Diego, CA 92130
858 314 1500
mintz.com
December 20, 2024
GRI Bio, Inc.
2223 Avenida de la Playa, #208
La Jolla, California 92037

Ladies and Gentlemen:

We have acted as counsel to GRI Bio, Inc., a Delaware corporation (the “Company”), with respect to certain matters in connection with the Registration Statement on Form S-3 (File No. 333-279348) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the related prospectus dated May 16, 2024 included within the Registration Statement (the “Base Prospectus”) and the prospectus supplement dated December 20, 2024, relating to the issue and sale of up to $322,468 of shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), each filed with the Commission pursuant to Rule 424(b) promulgated under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are to be sold by the Company in accordance with that certain At the Market Offering Agreement, dated May 20, 2024, between the Company and H.C. Wainwright & Co., LLC (the “Sales Agreement”), as described in the Prospectus.
In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation, as amended to date, and Amended and Restated Bylaws, both as currently in effect, such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant, as well as the Registration Statement and the exhibits thereto and the Prospectus.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies.
Based upon the foregoing, and subject to the limitations set forth below, we are of the opinion that the Shares, when issued by the Company out of the Company’s duly authorized common stock and issued and delivered by the Company against payment therefor as contemplated by the Sales Agreement, on terms approved by the Board of Directors of the Company, or a duly authorized committee thereof, will be duly and validly issued, fully paid and nonassessable.
Our opinion is limited to the General Corporation Law of the State of Delaware, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
We have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of
BOSTON LOS ANGELES MIAMI NEW YORK SAN DIEGO SAN FRANCISCO TORONTO WASHINGTON

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

MINTZ

December 20, 2024
Page 2        
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these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and to the use of this firm’s name therein and in the Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.


Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

v3.24.4
Cover
Dec. 20, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 20, 2024
Entity Registrant Name GRI BIO, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40034
Entity Tax Identification Number 82-4369909
Entity Address, Address Line One 2223 Avenida de la Playa
Entity Address, Address Line Two #208
Entity Address, City or Town La Jolla
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92037
City Area Code 619
Local Phone Number 400-1170
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol GRI
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001824293
Amendment Flag false
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