Vallon Pharmaceuticals Announces Stockholder Approval of Merger with GRI Bio, Inc. and Reverse Stock Split

2023-04-21

并购

Vallon’s board approves 1-for-30 reverse stock split

Merger expected to close April 21, 2023

Vallon Pharmaceuticals, Inc. (NASDAQ: VLON) (“Vallon” or the “Company”) today announced that its stockholders have approved Proposals 1, 2, 4 and 5, related to the previously announced proposed merger with GRI Bio, Inc., a privately held biotechnology company (“GRI Bio” or “GRI”), at a special meeting of stockholders held on April 20, 2023 (the “Special Meeting”). Accordingly, at the effective time of the merger, each share of GRI’s common stock, will be automatically converted into the right to receive a number of shares of Vallon’s common stock equal to the exchange ratio, as calculated pursuant to the merger agreement. Based on a closing price of Vallon’s common stock of $0.46 per share on April 20, 2023, the exchange ratio is 0.0374.

At the Special Meeting, Vallon’s stockholders also approved a reverse stock split of shares of Vallon’s common stock at a ratio anywhere in the range of not less than 1 new share for every 15 shares and not greater than 1 new share for every 40 shares outstanding (the “Reverse Split”). Vallon’s board of directors has set the Reverse Split ratio at 1-for-30, which will result in every 30 shares of Vallon common stock being converted into one share of Vallon common stock.

David Baker, Chief Executive Officer of Vallon, commented, “We are pleased and gratified that the majority of our stockholders, through their votes in favor of the merger, see the same potential with GRI Bio that Vallon and our board does. We look forward to the future of the combined company and advancing a deep pipeline with the potential to address shortcomings that exist with current therapeutic treatments targeting inflammation and fibrosis across a number of high-value indications.”

Approximately 67% of the Company’s total outstanding shares were voted. Of the outstanding shares voted, 91% voted in favor of Proposal 1; 90% voted in favor of Proposal 2; 84% voted in favor of Proposal 3; 86% voted in favor of Proposal 4; and 89% voted in favor of Proposal 5. For the full voting results of the special meeting of stockholders held on April 20, 2023, please refer to the Form 8-K filed with the SEC.

As previously announced, in connection with the execution of the merger agreement, Altium Capital (“Altium”) agreed to invest approximately $15 million at a pre-money valuation of $75 million of which $2.5 million has already been invested and an additional $12.25 million will be invested coincident with the close of the merger. The combined company is expected to use the proceeds from the financings to fund the advancement of GRI Bio’s Natural Killer T (“NKT”) development pipeline targeting multiple inflammatory, fibrotic and autoimmune indications into mid-2024 with an initial focus on idiopathic pulmonary fibrosis (“IPF”).

The closing of the merger is anticipated to take place on April 21, 2023. The merger would result in a combined company which will operate under the name “GRI Bio, Inc.” and will focus on advancing GRI Bio’s innovative pipeline of NKT cell modulators for the treatment of inflammatory, fibrotic and autoimmune diseases.

The shares of Company common stock, previously trading on The Nasdaq Capital Market through the close of business on April 21, 2023 under the ticker symbol “VLON,” are expected to commence trading on The Nasdaq Capital Market, on a post-Reverse Split adjusted basis, under the ticker symbol “GRI”, effective April 24, 2023.

About Vallon Pharmaceuticals, Inc.

Vallon is a clinical-stage biopharmaceutical company, headquartered in Philadelphia, PA. The Company has been focused on the development of new medications to help patients with CNS disorders.

For more information about the company, please visit www.vallon-pharma.com.

References and links to websites have been provided for convenience, and the information contained on any such website is not a part of, or incorporated by reference into, this press release. Vallon is not responsible for the contents of third-party websites.

About GRI Bio, Inc.

GRI Bio is a clinical stage biopharmaceutical company focused on fundamentally changing the way inflammatory, fibrotic and autoimmune diseases are treated. GRI’s therapies are designed to target the activity of NKT cells, which are key regulators earlier in the inflammatory cascade, to interrupt disease progression and restore the immune system to homeostasis. NKT cells are innate-like T cells that share properties of both NK and T cells and are a functional link between the innate and adaptive immune responses. Type I invariant NKT (“iNKT”) cells play a critical role in propagating the injury, inflammatory response, and fibrosis observed in inflammatory and fibrotic indications. GRI’s lead program, GRI-0621, is an inhibitor of iNKT cell activity and is being developed as a novel oral therapeutic for the treatment of IPF, a serious disease with significant unmet need. GRI is also developing a pipeline of novel Type 2 NKT agonists for the treatment of systemic lupus erythematosus. Additionally, with a library of over 500 proprietary compounds, GRI has the ability to fuel a growing pipeline.

The content above comes from the network. if any infringement, please contact us to modify.

机构