GRI Bio, Inc. 8-K

What Happened
GRI Bio, Inc. filed an 8-K on January 9, 2026 reporting a prospectus supplement that increases the maximum amount of common stock the company may sell under its At The Market (ATM) Sales Agreement with H.C. Wainwright & Co., LLC to up to $7,379,813. This new capacity is in addition to approximately $6,165,114 of shares already sold under the Sales Agreement. The company also disclosed that certain provisions of a Securities Purchase Agreement dated December 11, 2025 were waived to permit these issuances. The filing includes a legal opinion from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding the legality of the offering.

Key Details

• Prospectus supplement filed: January 9, 2026.
• ATM Sales Agreement counterparty: H.C. Wainwright & Co., LLC (Sales Agreement dated May 20, 2024).
• New maximum aggregate ATM capacity: $7,379,813 (does not include ~ $6,165,114 already sold).
• Waiver: Certain terms of the Securities Purchase Agreement dated December 11, 2025 were waived to allow issuances under the Sales Agreement.
• Legal counsel: Opinion and consent from Mintz, Levin (filed as Exhibit 5.1 / 23.1).

Why It Matters
This update gives GRI Bio flexibility to raise additional capital through at-the-market sales of common stock, which can be used to fund operations, development, or other corporate needs. For shareholders, ATM issuances can lead to dilution depending on how many shares are sold and at what prices. The waiver of provisions in the December 2025 purchase agreement was necessary to enable these additional issuances; the filing does not disclose pricing, timing, or the number of shares that will actually be sold going forward. The included legal opinion confirms the company believes the issuances are lawful under the amended arrangements.