Item 1.01. Entry into a Material Definitive Agreement.

To the extent required by this Item 1.01, the information contained in the Explanatory Note and Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

To the extent required by this Item 2.01, the information contained in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by this Item 3.03, the information contained in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.



At the virtual special meeting of the Company's stockholders held on April 20,
2023 (the "Special Meeting"), the Company's stockholders approved an amendment
to the Company's amended and restated certificate of incorporation (the
"Restated Certificate") to effect the Reverse Split (the "Stock Split
Amendment").

On April 20, 2023, the Company's board of directors (the "Board") approved the
Reverse Split. On April 21, 2023, prior to the Effective Time, the Company filed
the Stock Split Amendment with the Secretary of State of the State of Delaware
to effect the Reverse Split. As a result of the Reverse Split, the number of
issued and outstanding shares of Company Common Stock immediately prior to the
Reverse Split was reduced to a smaller number of shares, such that every thirty
(30) shares of Company Common Stock held by a stockholder immediately prior to
the Reverse Split were combined and reclassified into one (1) share of Company
Common Stock.

No fractional shares were issued in connection with the Reverse Split. Any
fractional shares resulting from the Reverse Split were reclassified, and
holders of fractional shares were entitled, upon surrender to the transfer agent
of certificates representing such shares, to a cash payment in lieu thereof at a
price equal to the fraction to which the stockholder would otherwise be entitled
multiplied by the closing price of the common stock on the Nasdaq Capital Market
on April 20, 2023.

The Reverse Split did not result in a corresponding adjustment to the number of
shares of Company Common Stock authorized. The Reverse Split has no effect on
the par value of the common stock or authorized shares of preferred stock.
Immediately after the Reverse Split, each stockholder's percentage ownership
interest in the Company and proportional voting power will remain unchanged,
other than as a result of the rounding to eliminate fractional shares, as
described in the preceding paragraph. The rights and privileges of the holders
of shares of Company Common Stock will be unaffected by the Reverse Split.

The foregoing description of the Restated Certificate does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Certification of Incorporation of GRI Bio, Inc., as amended, a copy of which is
attached hereto as Exhibit 3.1, and is incorporated herein by reference.

Item 4.01. Change in Registrant's Certifying Accountant.



For accounting purposes, the Merger is treated as a reverse recapitalization
and, as such, the historical financial statements of the accounting acquirer,
GRI, which have been audited by Sadler, Gibb & Associates LLC ("Sadler"), will
become the historical financial statements of the Company. In a reverse
recapitalization, a change of accountants is presumed to have occurred unless
the same accountant audited the pre-transaction financial statements of both the
legal acquirer and the accounting acquirer, and such change is generally
presumed to occur on the date the reverse acquisition is completed.


--------------------------------------------------------------------------------

Immediately following the Effective Time, the Audit Committee of the Board
approved the dismissal of EisnerAmper LLP ("EisnerAmper") as the Company's
independent registered public accounting firm and engaged Sadler as the
independent registered public accounting firm to audit the Company's financial
statements for the fiscal year ending December 31, 2023, which will reflect GRI
as the accounting acquirer.

The reports of EisnerAmper on the Company's financial statements for each of the
two fiscal years ended December 31, 2022 and December 31, 2021 did not contain
an adverse opinion or a disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the Company's financial statements for each of
the two fiscal years ended December 31, 2022 and December 31, 2021 and the
interim period between December 31, 2022 and the date of this report, there were
no "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K and related instructions) between the Company and EisnerAmper on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of
EisnerAmper, would have caused EisnerAmper to make reference to the subject
matter of the disagreement in its reports.

In connection with the audits of the Company's financial statements for each of
the two fiscal years ended December 31, 2022 and December 31, 2021 and the
interim period between December 31, 2022 and the date of this report, there were
no "reportable events" (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K and related instructions).

The Company delivered a copy of this Current Report on Form 8-K to EisnerAmper
and requested a letter addressed to the SEC stating whether or not it agrees
with the statements made in response to this Item and, if not, stating the
respects in which it does not agree. A copy of EisnerAmper's letter to the SEC
is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.01. Changes in Control of Registrant.

To the extent required by this Item 5.01, the information contained in the Explanatory Note and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors



In accordance with the Merger Agreement and effective as of the Effective Time,
all of the Company's directors other than David Baker resigned from the Board
and any respective committees of the Board of which they were members. The
resignations were not the result of any disagreements with the Company relating
to the Company's operations, policies or practices.

Appointment of Directors



In accordance with the Merger Agreement and effective as of the Effective Time,
the Board appointed W. Marc Hertz, Ph.D., David Szekeres, Roelof Rongen and
Camilla V. Simpson, M.Sc. to the Board. David Baker, existing director, remained
on the Board. Mr. Szekeres was appointed as the Chairperson of the Board.

Other than pursuant to the Merger Agreement, there were no arrangements or
understandings between the Company's newly appointed directors and any person
pursuant to which they were elected. None of the Company's newly appointed
directors has a direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.

Class Designations

Following the Merger, the classes of the Board are as follows:

•Class I Directors: David Baker

•Class II Directors: Roelof Rongen and Camilla V. Simpson, M.Sc.

•Class III Directors: W. Marc Hertz, Ph.D. and David Szekeres

The terms of the Company's Class I, Class II, and Class III directors will expire upon the election and qualification of successor directors at the annual meetings of stockholders to be held in 2023, 2024, and 2025, respectively.



Biographical information for the newly appointed directors and disclosure
regarding related party transactions involving GRI and the newly appointed
directors are included in the Registration Statement under the sections titled
"  Management Following the Merger  " and "  Related Party Transactions of the
Combined Company  " and incorporated herein by reference.


--------------------------------------------------------------------------------

Board Committees



In connection with the Closing, Mr. Szekeres (Chairperson), Ms. Simpson and Mr.
Rongen were appointed to the Audit Committee of the Board; Ms. Simpson
(Chairperson) and Mr. Szekeres were appointed to the Compensation Committee of
the Board; and Mr. Rongen (Chairperson) and Ms. Simpson were appointed to the
Nominating and Corporate Governance Committee of the Board.

Indemnification Agreements



In connection with the Closing, each of the Company's directors and executive
officers entered into the Company's standard form of Indemnification Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.

Resignation of Officers and Separation and Release Agreement



In accordance with the Merger Agreement and effective as of the Effective Time,
all of the Company's current executive officers other than Leanne Kelly resigned
from the Company. The resignations were not the result of any disagreements with
the Company relating to the Company's operations, policies or practices.

In connection with the resignation for David Baker, the Company and Mr. Baker
entered into a Separation and Release Agreement on April 21, 2023 (the
"Separation Agreement"). Pursuant to the terms of the Separation Agreement and
his current employment agreement, Mr. Baker will receive continuation of his
current salary for 18 months payable in accordance with the Company's payroll
practices and a lump sum payment equal to 150% of his target bonus within 15
days of execution of his release and certain COBRA benefits. Mr. Baker also
agreed to reduce amounts payable with respect to certain future milestone
payments as further described in the Separation Agreement. The forgoing
description of the Separation Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Separation
Agreement, which is filed as Exhibit 10.9 to this Current Report on Form 8-K and
incorporated herein by reference.

Appointment of Principal Officers



In accordance with the Merger Agreement and an action of the Board at the Board
meeting held on April 20, 2023, the Board appointed W. Marc Hertz, Ph.D. as the
Company's Chief Executive Officer (principal executive officer), Leanne Kelly as
the Company's Chief Financial Officer (principal financial and accounting
officer), Vipin Kumar Chaturvedi, Ph.D. as the Company's Chief Scientific
Officer, and Albert Agro, Ph.D. as the Company's Chief Medical Officer, each
effective as of the Closing and to hold office until his or her respective
successor(s) shall have been duly elected and qualified or until his or her
earlier resignation or removal.

There are no familial relationships among any of the Company's newly appointed
principal officers. None of the Company's newly appointed principal officers has
a direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.

Biographical information for the newly appointed officers and disclosure
regarding related party transactions involving GRI and the newly appointed
officers are included in the proxy statement/prospectus/information statement
forming part of the Registration Statement under the sections titled
"  Management Following the Merger  " and "  Related Party Transactions of the
Combined Company  " and incorporated herein by reference.

GRI has entered into employment agreements with Dr. Hertz, Ms. Kelly and Dr. Chaturvedi providing for the employment of Dr. Hertz, Ms. Kelly and Dr. . . .

Item 5.03 Articles of Incorporation or Bylaws; Change in Fiscal Year.

To the extent required by this Item 5.03, the information contained in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

Securities Purchase Agreement (Bridge Financing) and Securities Purchase Agreement (Equity Financing)



As previously disclosed, in connection with signing the Merger Agreement, GRI
entered into a Securities Purchase Agreement, dated as of December 13, 2022 (the
"Bridge SPA") with Altium Growth Fund, LP (the "Investor"), pursuant to which,
among other things, the Investor purchased, and GRI issued, senior secured notes
(the "Bridge Notes") in the aggregate principal amount of up to approximately
$3.3 million, in exchange for an aggregate purchase price of up to approximately
$2.5 million. In addition, GRI issued the Investor warrants to purchase an
aggregate of 2,504,980 shares of GRI Common Stock (the "Bridge Warrants"). As a
result of the Merger, at the Effective Time, the Bridge Warrants were exchanged
for the Exchange Warrants to purchase an aggregate of 421,589 shares of Company
Common Stock. The Exchange Warrants contain substantively similar terms to the
Bridge Warrants, and have an initial exercise price equal to $14.73 per share.
The exercise price of the Exchange Warrants is subject to adjustment for splits
and similar recapitalization events.

In addition to the Bridge SPA, in connection with signing the Merger Agreement,
the Company, GRI and the Investor entered into a Securities Purchase Agreement,
dated as of December 13, 2022 (the "Equity SPA"). Pursuant to the Equity SPA,
immediately prior to the Closing, GRI issued 6,787,219 shares of GRI Common
Stock (the "Initial Shares") to the Investor and 27,148,877 shares of GRI Common
Stock (the "Additional Shares") into escrow with an escrow agent. At the
closing, pursuant to the Merger, the Initial Shares converted into an aggregate
of 253,842 shares of Company Common Stock and the Additional Shares converted
into an aggregate of 1,015,368 shares of Company Common Stock. Subject to
beneficial ownership limitations, some or all of the shares of Company


--------------------------------------------------------------------------------

Common Stock issued in exchange for the Additional Shares and held in escrow shall be released to the Investor upon certain specified reset dates as described in the Equity SPA.



Pursuant to the Equity SPA, the Company expects to issue to the Investor on May
8, 2023 (i) Series A-1 Warrants to purchase 1,269,210 shares of Company Common
Stock with an initial exercise price of $13.50 per share, (ii) Series A-2
Warrants to purchase 1,142,289 shares of Company Common Stock with an initial
exercise price of $14.73 per share, and (iii) Series T Warrants to purchase at
an exercise price of $12.28 per share (x) 814,467 shares of Company Common Stock
and (y) upon exercise of the Series T Warrants, an additional amount of Series
A-1 Warrants and Series A-2 Warrants, each to purchase 814,467 shares of Company
Common Stock (collectively, the "Equity Warrants").

The foregoing description of the Bridge SPA, Equity SPA, Bridge Warrant, Equity
Warrant and Exchange Warrant does not purport to be complete and is qualified in
its entirety by reference to the Bridge SPA, Equity SPA, form of Bridge Warrant,
form of Equity Warrant and form of Exchange Warrant that were filed as Exhibits

10.4 , 10.5 , 4.1 , 4.2 and 4.3 , respectively, to the Company's Current Report on 8-K filed with the SEC on December 13, 2022 and are incorporated herein by reference.

On April 21, 2023, the Company issued a press release. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.



The Company intends to file the financial statements of GRI required by Item
9.01(a) as part of an amendment to this Current Report on Form 8-K not later
than 71 calendar days after the date this Current Report on Form 8-K is required
to be filed.

(b) Pro forma financial information.



The Company intends to file the pro forma financial information required by Item
9.01(b) as part of an amendment to this Current Report on Form 8-K not later
than 71 calendar days after the date this Current Report on Form 8-K is required
to be filed.

(d) Exhibits

Exhibit No.              Description
2.1?                       Agreement and Plan of Merger, dated as of

December 13, 2022, by and among

Vallon Pharmaceuticals, Inc., GRI Bio, Inc., and

Vallon Merger Sub, Inc.


                         (Incorporated by reference to Exhibit 2.1 to the

Current Report on Form 8-K,


                         filed with the SEC on December 13, 2022).
2.2                        Amendment to Agreement and Plan of Merger, dated

as of February 17, 2023, by


                         and among Vallon Pharmaceuticals, Inc., Vallon

Merger Sub, Inc., and GRI Bio,


                         Inc. (Incorporated by reference to Exhibit 2.2 to

the Registration Statement


                         on Form S-4/A, filed with the SEC on February 24, 2023).
3.1*                       Certificate of Incorporation of GRI Bio, Inc., as amended.
3.2*                       Amended and Restated Bylaws.
4.1                        Form of Bridge Warrant (Incorporated by

reference to Exhibit 4.1 to the


                         Current Report on Form 8-K, filed with the SEC on December 13, 2022).
4.2                        Form of Equity Warrant (Incorporated by

reference to Exhibit 4.2 to the


                         Current Report on Form 8-K, filed with the SEC on December 13, 2022).
4.3                        Form of Exchange Warrant (Incorporated by

reference to Exhibit 4.3 to the


                         Current Report on Form 8-K, filed with the SEC on December 13, 2022).
4.4*                       Form of Ecoban Warrant.
4.5                        Warrant to Purchase Stock issued to Oppel

Greeff, dated as of July 7, 2022


                         (Incorporated by reference to Exhibit 4.11 to the

Registration Statement on


                         Form S-4, filed with the SEC on December 23,

2022).


4.6                        Warrant to Purchase Stock issued to Oppel

Greeff, dated as of November 4,


                         2020 (Incorporated by referenced to Exhibit 4.12

to the Registration Statement


                         on S-4, filed with the SEC on December 23, 2022).
4.7                        Warrant to Purchase Stock issued to Dinver LLC,

dated as of November 4, 2020


                         (Incorporated by reference to Exhibit 4.13 to the

Registration Statement on


                         Form S-4, filed with the SEC on December 23, 2022).
4.8                        Warrant to Purchase Stock issued to Eric Reiter, dated as of November 4,
                         2020 (Incorporated by reference to Exhibit 4.14 to

the Registration Statement


                         on Form S-4, filed with the SEC on December 23,

2022).


4.9                        Warrant to Purchase Stock issued to FT618

Investments, LLC, dated as of

November 9, 2020 (Incorporated by reference to Exhibit 4.15 to the
                         Registration Statement on Form S-4, filed with the SEC on December 23,
                         2022).




--------------------------------------------------------------------------------

4.10                    Warrant to Purchase Stock issued to FT618

Investments, LLC, dated as of

December 28, 2020 (Incorporated by reference to

Exhibit 4.16 to the


                      Registration Statement on Form S-4, filed with the SEC on December 23, 2022).
4.11                    Form of Amendment to 2020 Warrant to Purchase Stock

of GRI (Incorporated by


                      reference to Exhibit 4.17 to the Registration

Statement on Form S-4/A, filed


                      with the SEC on January 27, 2023).
4.12                    Form of Amendment to 2022 Warrant to Purchase Stock

of GRI (Incorporated by


                      reference to Exhibit 4.18 to the Registration

Statement on Form S-4/A, filed


                      with the SEC on January 27, 2023).
10.1*                   Form of Indemnification Agreement.
10.2#                   Employment Agreement, by and between GRI Bio, Inc.

and Marc Hertz, Ph.D.,


                      dated as of February 20, 2023 (Incorporated by

reference to Exhibit 10.40 to


                      the Registration Statement on Form S-4/A, filed with

the SEC on February 24,


                      2023).
10.3#                   Employment Agreement, by and between GRI Bio, Inc.

and Leanne M. Kelly, dated


                      as of February 20, 2023 (Incorporated by reference to

Exhibit 10.41 to the


                      Registration Statement on Form S-4/A, filed with the

SEC on February 24,


                      2023).
10.4#                   Employment Agreement, by and between GRI Bio, Inc.

and Vipin Kumar Chaturvedi


                      dated as of February 20, 2023 (Incorporated by

reference to Exhibit 10.42 to


                      the Registration Statement on Form S-4/A, filed with

the SEC on February 24,


                      2023).
10.5*#                  Consulting Agreement, by and between GRI Bio, Inc.

and Albert Agro, M.D.,


                      dated as of January 9, 2023.
10.6?                   Securities Purchase Agreement, by and between GRI

Bio, Inc. and the investor


                      party thereto, dated December 13, 2022 (Incorporated

by reference to Exhibit


                      10.4 to the Current Report on Form 8-K, filed with

the SEC on December 13,


                      2022).
10.7?                   Securities Purchase Agreement, by and among Vallon

Pharmaceuticals, Inc., GRI

Bio, Inc. and the investor party thereto, dated

December 13, 2022 (Incorporated


                      by reference to Exhibit 10.5 to the Current Report on

Form 8-K, filed with the

SEC on December 13, 2022).
10.8*                   Amended and Restated GRI Bio, Inc. 2018 Equity Incentive Plan.
10.9*#                  Separation Agreement, dated April 21, 2023, by and

between GRI Bio, Inc. and

David Baker.
16.1*                   Letter from EisnerAmper LLP to the SEC, dated April 21, 2023.
99.1                    Press Release issued by Vallon Pharmaceuticals, Inc., dated April 21, 2023.
104                   Cover Page Interactive Data File (embedded within the Inline XBRL document).



* Filed herewith.
# Indicates a management contract or any compensatory plan, contract or
arrangement.
? Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. Company undertakes to furnish supplemental copies of any of the
omitted schedules upon request by the U.S. Securities and Exchange Commission.

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