GRI Bio, Inc. 8-K

What Happened
GRI Bio, Inc. (GRI) filed an 8-K on January 29, 2026 reporting Amendment No. 1 to its At-The-Market Offering Agreement with H.C. Wainwright & Co., LLC. The amendment, effective January 28, 2026, increases the aggregate amount of common stock the company may sell under the ATM from $10,000,000 to the dollar amount of shares registered on the related prospectus supplement; the company filed a prospectus supplement on January 29, 2026 increasing the ATM capacity to up to $60,000,000. The filing also notes that certain provisions of a Securities Purchase Agreement dated December 11, 2025 were waived to allow issuances under the amended Sales Agreement. The 8-K includes a legal opinion from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding the legality of the share issuances.

Key Details

• Original ATM Sales Agreement with H.C. Wainwright & Co., LLC was entered May 20, 2024.
• Amendment No. 1 effective January 28, 2026; prospectus supplement filed January 29, 2026 increasing maximum ATM capacity to up to $60,000,000 (from $10,000,000).
• Certain provisions of the Securities Purchase Agreement dated December 11, 2025 were waived to permit issuances under the amended ATM.
• Filing includes counsel’s legal opinion (Exhibit 5.1) and the Amendment as Exhibit 10.1.

Why It Matters
This amendment gives GRI Bio greater flexibility to raise capital through at-the-market sales of common stock—up to $60 million in aggregate—by expanding the amount it may offer and sell over time. If the company uses the ATM, investors should expect potential share issuance and dilution corresponding to any sales made under the program. The waiver of provisions in the December 11, 2025 Securities Purchase Agreement removes prior contractual constraints that might have limited ATM issuances. Investors should watch future Form 8-Ks or sales notices for actual share sale activity and any stated use of proceeds.