Vallon Pharmaceuticals stockholders approve GRI Bio merger, reverse stock split

Vallon Pharmaceuticals stockholders have approved Proposals 1, 2, 4 and 5, related to the proposed merger with GRI Bio, a privately held biotechnology company, at a special meeting of stockholders held on April 20. Accordingly, at the effective time of the merger, each share of GRI’s common stock will be automatically converted into the right to receive a number of shares of Vallon’s common stock equal to the exchange ratio, as calculated pursuant to the merger agreement. The exchange ratio is 0.0374. Vallon’s stockholders also approved a reverse stock split of shares of Vallon’s common stock at a ratio anywhere in the range of not less than 1 new share for every 15 shares and not greater than 1 new share for every 40 shares outstanding. Vallon’s board of directors has set the Reverse Split ratio at 1-for-30. In connection with the execution of the merger agreement, Altium Capital agreed to invest approximately $15M at a pre-money valuation of $75M of which $2.5M has already been invested and an additional $12.25M will be invested coincident with the close of the merger. The combined company is expected to use the proceeds from the financings to fund the advancement of GRI Bio’s Natural Killer T development pipeline into mid-2024 with an initial focus on idiopathic pulmonary fibrosis. The closing of the merger is anticipated to take place on April 21. The merger would result in a combined company which will operate under the name "GRI Bio, Inc." and will focus on advancing GRI Bio’s pipeline of NKT cell modulators for the treatment of inflammatory, fibrotic and autoimmune diseases. The shares of company common stock previously trading on Nasdaq through the close of business on April 21 under the ticker symbol "VLON," are expected to commence trading on The Nasdaq Capital Market, on a post-Reverse Split adjusted basis, under the ticker symbol "GRI", effective April 24.