Item 5.07 Submission of Matters to a Vote of Security Holders.



On April 12, 2023, the virtual Special Meeting of stockholders (the "Special
Meeting") of Vallon Pharmaceuticals, Inc. ("Vallon") to consider the proposals
set forth in Vallon's proxy statement/prospectus/information statement dated
March 8, 2023, which was supplemented by the prospectus supplements filed with
the U.S. Securities and Exchange Commission (the "SEC") on March 31, 2023 and
April 7, 2023 (together, the "Prospectus"), including the proposal to approve
the issuance of shares of Vallon common stock pursuant to the Agreement and Plan
of Merger, dated as of December 13, 2022 and amended on February 17, 2023, by
and among Vallon, GRI Bio, Inc., and Vallon Merger Sub, Inc., was convened and
adjourned, without any business being conducted other than the adjournment, to
provide Vallon's stockholders additional time to consider the proposals. The
virtual Special Meeting will be reconvened at 9:00 a.m. Eastern Standard Time on
April 20, 2023, through live audio webcast of the meeting, as described in the
proxy card or in the instructions that accompanied the proxy materials to
Vallon's stockholders. There was no change to the record date of March 6, 2023.


Item 8.01 Other Events.

On April 12, 2023, Vallon issued a press release announcing the adjournment of
the Special Meeting. A copy of the press release is attached hereto as Exhibit
99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.             Description
99.1                      Press Release issued by Vallon Pharmaceuticals, Inc., dated April 12, 2023.


                                     ______

Important Additional Information



In connection with the proposed Merger between Vallon and GRI, Vallon previously
filed the Prospectus with the SEC, which base Prospectus had been previously
filed, along with certain other related documents, in preliminary form in a
registration statement on Form S-4 (the "Registration Statement"), which
Prospectus constituted both the proxy statement to be distributed to Vallon's
stockholders in connection with Vallon's solicitation of proxies for the vote by
Vallon's stockholders with respect to the Merger and other matters as may be
described in the Registration Statement, as well as the prospectus relating to
the offer and sale of the securities of Vallon to be issued in the Merger. This
Form 8-K is not a substitute for the Registration Statement, the Prospectus, or
any other documents that Vallon has filed or may file with the SEC or send to
its stockholders in connection with the proposed transactions. BEFORE MAKING ANY
VOTING DECISION, VALLON URGES INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
VALLON, THE PROPOSED TRANSACTIONS, AND RELATED MATTERS.

You may obtain free copies of the Registration Statement, Prospectus, and all
other documents filed or that will be filed with the SEC regarding the proposed
transaction at the website maintained by the SEC at www.sec.gov. Investors and
stockholders are urged to read the Registration Statement, Prospectus, and the
other relevant materials before making any voting or investment decision with
respect to the proposed transactions.

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 SEC, including Vallon's Annual
Report on Form 10-K for the year ended December 31, 2022 (filed with the SEC on
February 24, 2023) and the Prospectus. These documents can be obtained free of
charge from the source indicated above.

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.


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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 SEC. You are cautioned not to place undue
reliance on forward-looking statements, which are based on Vallon's current
expectations and assumptions and speak only as of the date of this Form 8-K.
Vallon does not intend to revise or update any forward-looking statement in this
Form 8-K as a result of new information, future events or otherwise, except as
required by law.

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