Item 8.01 Other Events.
As previously disclosed, on
On
Supplemental Disclosures to Prospectus
This supplemental information should be read in conjunction with the Prospectus, which should be read in its entirety.
PROPOSAL NO. 2: APPROVAL OF REVERSE STOCK SPLIT
Proposal No. 2 in the Prospectus is a proposal for Vallon's stockholders to approve an amendment to the amended and restated certificate of incorporation of Vallon to effect a reverse stock split of Vallon's common stock at a ratio within the range not less than 1-for-15 and not greater than 1-for-40 (with such ratio to be mutually agreed upon by Vallon and the Investor (as defined in the Prospectus) prior to the Effective Time (as defined in the Prospectus) and with all amendments within such range (other than the amendment setting forth the ratio selected) being abandoned by Vallon's board of directors).
Vallon is filing this Form 8-K to clarify that Proposal No. 2 is not contingent on approval or consummation of the Merger. Rather, it is and has been the Vallon board of director's intention to implement the reverse stock split, regardless of whether the Merger is approved or consummated. Accordingly, if Proposal No. 2 is approved by the affirmative vote of holders of a majority of Vallon's common stock outstanding as of the record date for the Vallon virtual special meeting, Vallon will effectuate the reverse stock split regardless of whether the Merger is approved or consummated.
On
Stockholders who have already submitted their proxy or provided proxy
instructions on Proposal No. 2 and wish to change their vote may do so by
following the instructions detailed in the Prospectus. Vallon intends to hold
and then adjourn the virtual special meeting scheduled for
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Important Additional Information
In connection with the proposed Merger between Vallon and GRI, Vallon previously
filed the Prospectus with the
You may obtain free copies of the Registration Statement, Prospectus, and all
other documents filed or that will be filed with the
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Participants in the Solicitation
Vallon and GRI, and each of their respective directors and executive officers
and certain of their other members of management, employees, and agents, may be
deemed to be participants in the solicitation of proxies in connection with the
proposed transactions. Information about Vallon's directors and executive
officers is included in Vallon's filings with the
No Offer or Solicitation
This Form 8-K will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed Merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This Form 8-K contains forward-looking statements that involve risks and
uncertainties. The risks and uncertainties involved include uncertainties
relating to the other risks detailed from time to time in Vallon's periodic
reports and other filings with the
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