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GRI Bio says Nasdaq found it conditionally regained stockholders' equity compliance

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Nasdaq's staff found only conditional compliance with the $2.5 million equity rule after a December 2025 deficiency notice. The company's auditors had already raised going-concern doubt in its 2024 annual report.

Key facts

Company
GRI Bio, Inc. (NASDAQ: GRI)
News type
Listings
Primary source
GRI Bio, Inc. Form 8-K filed January 16, 2026 (SEC EDGAR)
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GRI Bio, Inc. (Nasdaq: GRI) said Nasdaq has determined that it conditionally regained compliance with the stockholders' equity requirement for continued listing. The company disclosed the news in a Form 8-K filed January 16, 2026. On January 15, 2026, the Listing Qualifications Staff of The Nasdaq Stock Market LLC formally notified the company of the determination.

The rule and the earlier notice

The requirement is Nasdaq Listing Rule 5550(b)(1). It says a company on the Nasdaq Capital Market with a market value of less than $35 million and annual net income of less than $500,000 must maintain stockholders' equity of at least $2.5 million.

The 8-K refers back to a Form 8-K the company filed on December 2, 2025. That report disclosed a letter from the Staff saying the company was not in compliance with the equity requirement, based on the information in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

The condition attached

The compliance is conditional, not final. The 8-K says that if GRI Bio fails to demonstrate compliance with the stockholders' equity requirement in future Exchange Act reports, shares of its common stock may again be subject to delisting. Chief Financial Officer Leanne Kelly signed the filing. The 8-K does not state the company's stockholders' equity or explain what the Staff relied on to reach its finding.

What the company said about its finances

The company's annual report for 2024 gives context for why the equity test matters. Its auditors expressed substantial doubt about its ability to continue as a going concern. The report says the company has incurred losses since inception, has financed operations by issuing equity and debt securities, and expects to keep incurring losses and negative operating cash flows. It says it will need additional funding and, if it cannot secure it, will have to reevaluate its operating plans. Its list of risks also names a need to liquidate if it fails to obtain adequate funding, which could leave stockholders with no value, and expected restructuring-related cash outlays. It also refers to reverse stock splits, including one in February 2025, and their effect on the price or trading of its stock.

A pipeline built on early data

GRI Bio describes itself as a clinical-stage biopharmaceutical company developing therapies for diseases tied to dysregulated immune responses, including inflammatory, fibrotic and autoimmune disorders. Its lead candidate, GRI-0621, is an oral inhibitor of type 1 invariant Natural Killer T (iNKT) cells and an oral formulation of tazarotene, a drug approved in the United States only as a topical treatment for psoriasis and acne. The company says the oral product has been evaluated in over 1,700 patients for up to 52 weeks.

GRI Bio is developing GRI-0621 for idiopathic pulmonary fibrosis (IPF), a progressive fibrotic lung disease it says affects approximately 140,000 people in the United States. It acknowledges two approved therapies exist. The FDA has cleared its IND application, and a randomized, double-blind Phase 2a biomarker study began enrolling in December 2023, with authorizations in the United Kingdom and Australia. In that report the company said it expected topline results in the third quarter of 2025. The 8-K does not mention those results. A Phase 2a biomarker study measures biological activity, not whether patients live longer or breathe better.

The earlier evidence is thin. A pilot Phase 2a trial in chronic liver disease was meant to enroll 60 patients, but the company halted it after 14 because of recruitment challenges and updated FDA guidance on the design of NASH studies. The company says GRI-0621 was well tolerated there, but the study was underpowered to meet its endpoints with statistical significance. Its second candidate, GRI-0803, an oral activator of type 2 diverse Natural Killer T (dNKT) cells aimed at lupus and multiple sclerosis, is described mainly through preclinical work.

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