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



On April 20, 2023, Vallon Pharmaceuticals, Inc. (the "Company") held a virtual
Special Meeting of Stockholders (the "Special Meeting") to approve, among the
other items listed below, proposals related to the previously announced proposed
merger (the "Merger") with GRI Bio, Inc. As of March 6, 2023, the record date
for the Special Meeting, there were 13,482,342 shares of the Company's common
stock issued and outstanding and entitled to vote on the proposals presented at
the Special Meeting, of which 9,003,182 shares, or approximately 67%, were
present in person or represented by proxy, which constituted a quorum. The
holders of shares of the Company's common stock are entitled to one vote for
each share held and cumulative voting for directors is not permitted.
Capitalized terms used in this Current Report on Form 8-K but not defined herein
have the meaning assigned to them in the Company's proxy
statement/prospectus/information statement dated March 8, 2023, as amended. Set
forth below are the final voting results for each of the proposals submitted to
a vote of the Company's stockholders at the Special Meeting:

Proposal 1



The Company's stockholders approved pursuant to Nasdaq Listing Rules 5635(a),
5635(b), and 5635(d): (i) the issuance of shares of the Company's common stock
pursuant to the Merger, the Equity Financing and the Series T Warrant Exercises,
which will represent more than 20% of the shares of the Company's common stock
outstanding immediately prior to the Merger, the Equity Financing and the Series
T Warrant Exercises and (ii) the change of control resulting from the Merger,
the Equity Financing, and the Series T Warrant Exercises.

 Votes For       Votes Against       Votes Abstained       Broker Non-Votes
 6,094,211          458,506              134,434              2,316,031


Proposal 2

The Company's stockholders approved of an amendment to the amended and restated
certificate of incorporation of the Company to effect a reverse stock split of
the Company's common stock at a ratio within the range of not less than 1-for-15
and not greater than 1-for-40 (with such ratio to be mutually agreed upon by the
Company and the Investor prior to the Effective Time and with all amendments
within such range (other than the amendment setting forth the ratio selected)
being abandoned by the Vallon Board).

 Votes For       Votes Against       Votes Abstained       Broker Non-Votes
 8,074,479          739,775              188,928                  -


Proposal 3

The Company's stockholders did not approve an amendment to the amended and restated certificate of incorporation of the Company to limit the liability of officers of the Company as permitted by recent amendments to Delaware law.

Votes For Votes Against Votes Abstained Broker Non-Votes


 5,622,534          825,784              238,833              2,316,031


Proposal 4

The Company's stockholders approved the Amended and Restated 2018 Equity Incentive Plan to, among other things, increase the aggregate number of shares of the Company's common stock available for issuance thereunder to 6,500,000.



 Votes For       Votes Against       Votes Abstained       Broker Non-Votes
 5,744,077          866,498              76,576               2,316,031


Proposal 5

The Company's stockholders approved a postponement or adjournment of the Company's virtual special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposals set forth above.



 Votes For       Votes Against       Votes Abstained       Broker Non-Votes
 5,961,827          636,420              88,904               2,316,031





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Item 8.01 Other Events.

On April 20, 2023, the Company issued a press release announcing certain results 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 20, 2023.

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