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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________________

FORM 10-Q

____________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________to_________

Commission File Number: 001-40034

____________________________________

GRI BIO, INC.

(Exact Name of Registrant as Specified in its Charter)

____________________________________


Delaware						82-4369909
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2223 Avenida de la Playa, #208 La Jolla, CA 92037
(Address of principal executive offices, including zip code)

(619) 400-1170

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
Emerging growth company	x


		Page

PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	3
	Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2026 and 2025	4
	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three months ended March 31, 2026 and 2025	5
	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2026 and 2025	6
	Notes to Unaudited Interim Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II.	OTHER INFORMATION	25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
	Signatures	27


	March 31, 2026		December 31, 2025
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	11,048	$	8,229

Prepaid expenses and other current assets	231		363
Total current assets	11,279		8,592
Property and equipment, net	2		3
Operating lease right-of-use assets	58		71
Total assets	$	11,339	$	8,666

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	303	$	1,837
Accrued expenses	433		750



Operating lease liabilities, current	58		56
Total current liabilities	794		2,643
Operating lease liabilities, non-current	—		15
Total liabilities	794		2,658

Commitments and contingencies (Note 9)

Stockholders' equity:
Common stock, $0.0001 par value; 250,000,000 shares authorized; 1,584,933 and 497,693 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Additional paid-in capital	64,239		57,704

Accumulated deficit	(53,694)		(51,696)
Total stockholders’ equity	10,545		6,008
Total liabilities and stockholders' equity	$	11,339	$	8,666


	Three Months Ended March 31,
	2026		2025


Operating expenses:
Research and development	$	361	$	1,640
General and administrative	1,642		1,411
Total operating expenses	2,003		3,051
Loss from operations	(2,003)		(3,051)


Interest income	5		5
Net loss	$	(1,998)	$	(3,046)




Net loss per share of common stock, basic and diluted	$	(1.61)	$	(162.30)
Weighted-average of common stock outstanding, basic and diluted	1,241,001		18,768


Three Months Ended March 31, 2026
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Stockholders’ Equity
	Shares	Amount
Balance, December 31, 2025	497,693	$	—	$	57,704	$	(51,696)	$	6,008
Stock-based compensation	—	—		31		—		31
Fractional share adjustment	(124)	—		(1)		—		(1)
Issuance of common stock	1,087,364	—		6,505		—		6,505

Net loss	—	—		—		(1,998)		(1,998)
Balance, March 31, 2026 (unaudited)	1,584,933	$	—	$	64,239	$	(53,694)	$	10,545


Three Months Ended March 31, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Stockholders’ Equity
	Shares	Amount
Balance, December 31, 2024	18,768	$	—	$	43,772	$	(39,740)	$	4,032
Stock-based compensation	—	—		220		—		220
Fractional share adjustment	(5)	—		(1)		—		(1)


Net loss	—	—		—		(3,046)		(3,046)
Balance, March 31, 2025 (unaudited)	18,763	$	—	$	43,991	$	(42,786)	$	1,205


	March 31,
	2026	2025
Stock options	15,032	753
Warrants	518,574	12,882



Total	533,606	13,635


	March 31, 2026		December 31, 2025
Computer equipment	$	24	$	24
Furniture and fixtures	13		13
	37		37
Accumulated depreciation	(35)		(34)
	$	2	$	3


Volatility	156.44	%
Expected term in years	2.48
Dividend rate	—	%
Risk-free interest rate	4.02	%


Volatility	124.87	%
Expected term in years	5.0
Dividend rate	—	%
Risk-free interest rate	3.75	%


Number of Shares	Exercise Price per Share	Expiration Date




1,604	$476.00	April 2026
49,605	$89.60	October 2026
1	$1,219,345.40	May 2027
1	$0.01	July 2027
3	$2,659,169.24	April 2028
19	$6,806.80	February 2029
324	$1,088.85	June 2029
4,593	$871.08	September 2029
1,604	$476.00	October 2029
114	$595.00	October 2029
49,605	$89.60	April 2030
3,474	$126.00	April 2030
380,962	$21.00	December 2030
26,667	$26.25	December 2030


	GRI BIO, INC.


Date: May 13, 2026	By:	/s/ Leanne M. Kelly
		Name: Leanne M. Kelly
		Title: Chief Financial Officer
		(Principal Financial and Accounting Officer)


	Three Months Ended March 31,
		2026		2025
Research and development		$	3	$	25
General and administrative		28		195
Total		$	31	$	220


	Number of options	Weighted-average exercise price		Weighted-average remaining contractual term (years)
Outstanding at December 31, 2025	15,032	$	68.44	9.67
Granted	—
Exercised	—	—
Forfeited/cancelled	—	—
Outstanding at March 31, 2026	15,032	$	68.44	9.42
Exercisable at March 31, 2026	11,865	$	68.16	9.41
Vested and expected to vest at March 31, 2026	15,032	$	68.44	9.42


	Three Months Ended March 31, 2025

Volatility	110.94		%
Expected term in years	5.00
Dividend rate	0.00		%
Risk-free interest rate	4.45		%
Fair value of common stock on grant date	$	326.48

SEC Form 10-Q filed by GRI Bio Inc.