SEC Comment Letter 0000000000-23-012767 to GRI Bio, Inc. (GRI)
GRI Bio, Inc.
Date: Nov. 21, 2023 · CIK: 0001824293 · Accession: 0000000000-23-012767
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274972
Letter
United States securities and exchange commission logo November 21, 2023 Leanne Kelly Chief Financial Officer GRI BIO, Inc. 2223 Avenida De La Playa, #208 La Jolla, California 92037 Re:GRI BIO, Inc. Registration Statement on Form S-3 Filed October 13, 2023 File No. 333-274972 Dear Leanne Kelly: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form S-3 General 1.We note that on April 21, 2023, GRI Bio, Inc. completed its merger with Vallon Pharmaceuticals, Inc. We further note that on August 22, 2023, the combined company entered into an Asset Purchase Agreement wherein Vallon’s legacy assets were acquired by Aardvark Therapeutics, Inc. Given these circumstances, please tell us your basis for registering this transaction on Form S-3. See Use of Form S-8, Form 8-K, and Form 20-F by Shell Companies, Release No. 33-8587 (July 15, 2005) at n. 32 as reiterated in Special Purpose Acquisition Companies, Shell Companies, and Projections, Release No. 33-11048 (March 30, 2022) at n. 239 and accompanying text. Alternatively, please amend your registration statement to register the offering on Form S-1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
FirstName LastNameLeanne Kelly Comapany NameGRI BIO, Inc. November 21, 2023 Page 2 FirstName LastName Leanne Kelly GRI BIO, Inc. November 21, 2023 Page 2 action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jimmy McNamara at 202-551-7349 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Jason Miller
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United States securities and exchange commission logo
November 21, 2023
Leanne Kelly
Chief Financial Officer
GRI BIO, Inc.
2223 Avenida De La Playa, #208
La Jolla, California 92037
Re:GRI BIO, Inc.
Registration Statement on Form S-3
Filed October 13, 2023
File No. 333-274972
Dear Leanne Kelly:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.We note that on April 21, 2023, GRI Bio, Inc. completed its merger with Vallon
Pharmaceuticals, Inc. We further note that on August 22, 2023, the combined company
entered into an Asset Purchase Agreement wherein Vallon’s legacy assets were acquired
by Aardvark Therapeutics, Inc. Given these circumstances, please tell us your basis for
registering this transaction on Form S-3. See Use of Form S-8, Form 8-K, and Form 20-F
by Shell Companies, Release No. 33-8587 (July 15, 2005) at n. 32 as reiterated in Special
Purpose Acquisition Companies, Shell Companies, and Projections, Release No. 33-11048
(March 30, 2022) at n. 239 and accompanying text. Alternatively, please amend your
registration statement to register the offering on Form S-1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
FirstName LastNameLeanne Kelly
Comapany NameGRI BIO, Inc.
November 21, 2023 Page 2
FirstName LastName
Leanne Kelly
GRI BIO, Inc.
November 21, 2023
Page 2
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jimmy McNamara at 202-551-7349 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Jason Miller