SEC Comment Letter 0000000000-23-001507 to GRI Bio, Inc. (GRI)
GRI Bio, Inc.
Date: Feb. 14, 2023 · CIK: 0001824293 · Accession: 0000000000-23-001507
AI Filing Summary & Sentiment
File numbers found in text: 333-268977
Referenced dates: January 19, 2023
Letter
United States securities and exchange commission logo February 14, 2023 David Baker Chief Executive Officer Vallon Pharmaceuticals, Inc. Two Logan Square 100 N. 18th Street, Suite 300 Philadelphia, PA 19103 Re:Vallon Pharmaceuticals, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed February 9, 2023 File No. 333-268977 Dear David Baker: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 2 to Registration Statement on Form S-4 Facing Page 1.We note from proposal 2 that you are proposing an amendment to the amended and restated certificate of incorporation of Vallon to effect a reverse stock split of Vallon Common Stock at a ratio within the range of not less than ____ and not greater than ____ , with such ratio to be mutually agreed upon by Vallon and the Investor prior to the Effective Time. Please revise your filing to provide the range of the reverse stock split as well as to update your pro forma financial statements for the impact of the reverse stock split upon your financial statements.
FirstName LastNameDavid Baker Comapany NameVallon Pharmaceuticals, Inc. February 14, 2023 Page 2 FirstName LastName David Baker Vallon Pharmaceuticals, Inc. February 14, 2023 Page 2 Management Following the Merger Directors of the Combined Company Following the Merger, page 121 2.We refer to Comment 5 from our letter dated January 19, 2023. Please revise here and throughout, where appropriate, to disclose all of the members of the combined company's board of directors. Please also disclose the members of the combined company's audit committee, compensation committee and nominating and corporate governance committee and the responsibilities of these committees. You may contact Tara Harkins at 202-551-3639 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Faith Charles, Esq.
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United States securities and exchange commission logo
February 14, 2023
David Baker
Chief Executive Officer
Vallon Pharmaceuticals, Inc.
Two Logan Square
100 N. 18th Street, Suite 300
Philadelphia, PA 19103
Re:Vallon Pharmaceuticals, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed February 9, 2023
File No. 333-268977
Dear David Baker:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4
Facing Page
1.We note from proposal 2 that you are proposing an amendment to the amended and
restated certificate of incorporation of Vallon to effect a reverse stock split of Vallon
Common Stock at a ratio within the range of not less than ____ and not greater than ____ ,
with such ratio to be mutually agreed upon by Vallon and the Investor prior to the
Effective Time. Please revise your filing to provide the range of the reverse stock split as
well as to update your pro forma financial statements for the impact of the reverse stock
split upon your financial statements.
FirstName LastNameDavid Baker
Comapany NameVallon Pharmaceuticals, Inc.
February 14, 2023 Page 2
FirstName LastName
David Baker
Vallon Pharmaceuticals, Inc.
February 14, 2023
Page 2
Management Following the Merger
Directors of the Combined Company Following the Merger, page 121
2.We refer to Comment 5 from our letter dated January 19, 2023. Please revise here and
throughout, where appropriate, to disclose all of the members of the combined company's
board of directors. Please also disclose the members of the combined company's audit
committee, compensation committee and nominating and corporate governance committee
and the responsibilities of these committees.
You may contact Tara Harkins at 202-551-3639 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Faith Charles, Esq.