GRI Bio Announces Pricing of $5.0 Million Public Offering

Rhea-AI Summary

GRI Bio (NASDAQ: GRI) has announced the pricing of a $5.0 million public offering consisting of 1,388,888 shares of common stock (or equivalents) and three series of warrants. The offering is priced at $3.60 per share with accompanying Series E-1, E-2, and E-3 warrants.

The warrants have an exercise price of $3.20 per share, with varying expiration periods: Series E-1 expires in 5 years, Series E-2 in 18 months, and Series E-3 in 9 months. If fully exercised, the warrants could generate additional gross proceeds of $13.3 million.

The offering, managed by H.C. Wainwright & Co. as exclusive placement agent, is expected to close around April 2, 2025. The company plans to use the proceeds for product candidate development, working capital, and general corporate purposes.

Positive

• Secured $5.0 million in immediate funding
• Potential for additional $13.3 million through warrant exercises
• Multiple warrant series provide flexibility in timing of capital raises

Negative

• Dilutive impact on existing shareholders
• Offering price represents a discount to market value
• No guarantee that warrants will be exercised for additional capital

Insights

Biotech Financial Analyst

GRI Bio's $5.0 million public offering represents a significant dilutive event that warrants caution. The company is issuing approximately 1.39 million shares at $3.60 per share, which is above the current market price, but also includes three series of warrants at a $3.20 exercise price that could lead to substantial additional dilution.

This capital raise only represents about 0.16% of GRI's $3.05 billion market cap, an unusually small amount for a biotech company with an NKT cell modulator pipeline. The additional $13.3 million potential proceeds from warrant exercises won't materialize unless the stock performs well post-offering, creating a contingent financing scenario.

The offering's structure - with 9-month, 18-month, and 5-year warrant tranches - indicates a strategic attempt to minimize immediate dilution while creating potential future funding mechanisms. However, this approach typically signals cash constraints, as companies with strong balance sheets rarely choose such complex, multi-tiered equity instruments.

For a development-stage biotech, this small capital infusion may only provide runway extension for its inflammatory and autoimmune disease pipeline, potentially necessitating additional capital raises in the relatively near future if clinical progress requires sustained funding.

LA JOLLA, CA, April 01, 2025 (GLOBE NEWSWIRE) -- GRI Bio, Inc. (NASDAQ: GRI) (“GRI Bio” or the “Company”), a biotechnology company advancing an innovative pipeline of Natural Killer T (“NKT”) cell modulators for the treatment of inflammatory, fibrotic and autoimmune diseases, today announced the pricing of a public offering of an aggregate of 1,388,888 shares of its common stock (or common stock equivalents in lieu thereof), Series E-1 warrants to purchase up to 1,388,888 shares of common stock, short-term Series E-2 warrants to purchase up to 1,388,888 shares of common stock and short-term Series E-3 warrants to purchase up to 1,388,888 shares of common stock (all the warrants, collectively, the "Series Warrants"), at a combined public offering price of $3.60 per share (or per common stock equivalent in lieu thereof) and accompanying Series Warrants. The Series Warrants will have an exercise price of $3.20 per share and will be exercisable immediately upon issuance. The Series E-1 warrants will expire on the five-year anniversary of the initial issuance date. The short-term Series E-2 warrants will expire on the eighteen-month anniversary of the initial issuance date. The short-term Series E-3 warrants will expire on the nine-month anniversary of the initial issuance date. The closing of the offering is expected to occur on or about April 2, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $5.0 million before deducting the placement agent's fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Series Warrants, if fully exercised on a cash basis, will be approximately $13.3 million. No assurance can be given that any of the Series Warrants will be exercised. The Company intends to use the net proceeds from this offering for its product candidate development, working capital and general corporate purposes.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-286072), as amended, which was declared effective by the Securities and Exchange Commission (the "SEC") on April 1, 2025. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov and a final prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC's website at http://www.sec.gov and may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About GRI Bio, Inc.

GRI Bio is a clinical-stage biopharmaceutical company focused on fundamentally changing the way inflammatory, fibrotic and autoimmune diseases are treated. GRI Bio’s therapies are designed to target the activity of NKT cells, which are key regulators earlier in the inflammatory cascade, to interrupt disease progression and restore the immune system to homeostasis. NKT cells are innate-like T cells that share properties of both NK and T cells and are a functional link between the innate and adaptive immune responses. Type I invariant NKT (“iNKT”) cells play a critical role in propagating the injury, inflammatory response, and fibrosis observed in inflammatory and fibrotic indications. GRI Bio’s lead program, GRI-0621, is an inhibitor of iNKT cell activity and is being developed as a novel oral therapeutic for the treatment of idiopathic pulmonary fibrosis, a serious disease with significant unmet need. The Company is also developing a pipeline of novel type 2 diverse NKT agonists for the treatment of systemic lupus erythematosus. Additionally, with a library of over 500 proprietary compounds, GRI Bio has the ability to fuel a growing pipeline.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions. These forward-looking statements are based on the Company’s current beliefs and expectations. Forward-looking statements include, but are not limited to, statements regarding: the completion of the offering; the satisfaction of customary closing conditions related to the offering; the anticipated use of proceeds therefrom; the exercise of the Series Warrants prior to their expiration; the Company’s ability to maintain compliance with the Nasdaq listing requirements; the Company’s expectations with respect to development and commercialization of the Company’s product candidates; the timing of initiation or completion of clinical trials and availability of resulting data, the potential benefits and impact of the Company’s clinical trials and product candidates and any implication that the data or results observed in preclinical trials or earlier studies or trials will be indicative of results of later studies or clinical trials. Actual results may differ from the forward-looking statements expressed by the Company in this press release and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including, without limitation: (1) market and other conditions; (2) the inability to regain and maintain the listing of the Company’s common stock on Nasdaq and to comply with applicable listing requirements; (3) changes in applicable laws or regulations; (4) the inability of the Company to raise financing in the future; (5) the success, cost and timing of the Company’s product development activities; (6) the inability of the Company to obtain and maintain regulatory clearance or approval for its respective products, and any related restrictions and limitations of any cleared or approved product; (7) the inability of the Company to identify, in-license or acquire additional technology; (8) the inability of the Company to compete with other companies currently marketing or engaged in the development of products and services that the Company is currently developing; (9) the size and growth potential of the markets for the Company’s products and services, and their respective ability to serve those markets, either alone or in partnership with others; (10) the failure to achieve any milestones or receive any milestone payments under any agreements; (11) inaccuracy in the Company’s estimates regarding expenses, future revenue, capital requirements and needs for and the ability to obtain additional financing; (12) the Company’s ability to protect and enforce its intellectual property portfolio, including any newly issued patents; and (13) other risks and uncertainties indicated from time to time in the Company’s filings with the SEC, including the risks and uncertainties described in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed with the SEC on March 14, 2025 and subsequently filed reports. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Investor Contact:
JTC Team, LLC
Jenene Thomas
(833) 475-8247
GRI@jtcir.com

FAQ

What is the size and price of GRI Bio's latest public offering?

GRI Bio's offering consists of 1,388,888 shares priced at $3.60 per share, totaling $5.0 million, along with three series of warrants.

How much additional capital could GRI Bio raise from warrant exercises?

If all Series Warrants are fully exercised at $3.20 per share, GRI Bio could receive additional gross proceeds of approximately $13.3 million.

When do GRI Bio's newly issued warrants expire?

Series E-1 warrants expire in 5 years, Series E-2 in 18 months, and Series E-3 in 9 months from the issuance date.

How will GRI Bio use the proceeds from this offering?

The company will use the proceeds for product candidate development, working capital, and general corporate purposes.