SecProbe.io

January 30, 2026
W. Marc Hertz, Ph.D.
President and Chief Executive Officer
GRI Bio, Inc.
2223 Avenida de la Playa, #208
La Jolla, CA 92037
Re:GRI Bio, Inc.
Registration Statement on Form S-3
Filed January 30, 2026
File No. 333-293065
Dear W. Marc Hertz Ph.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jessica Zhang, Esq.

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 Document GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037 January 30, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Chris Edwards Re: GRI Bio, Inc. Registration Statement on Form S-3 Filed January 30, 2026 File No. 333-293065 (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, GRI Bio, Inc. (the “Registrant”) hereby respectfully requests that the U.S. Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Friday, January 30, 2026, at 4:05 p.m., Eastern Time, or as soon as thereafter practicable. The cooperation of the staff in meeting the timetable described above is very much appreciated. Please contact Melanie Ruthrauff Levy or Jessica Zhang of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1873 or (415) 432-6119, respectively, with any questions regarding this request. Very truly yours, GRI BIO, INC. /s/ W. Marc Hertz, Ph.D. W. Marc Hertz, Ph.D., Chief Executive Officer cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . Adam Lenain, Esq. Melanie Ruthrauff Levy, Esq. Jessica Zhang, Esq.

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 Document December 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Re: GRI Bio, Inc. Registration Statement on Form S-1 (File No. 333-291999) – Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“ Wainwright ”), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration statement on Form S-1 (File No. 333-291999) (the “ Registration Statement ”), hereby concurs in the request by GRI Bio, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. (Eastern Time), or as soon as practicable thereafter, on December 10, 2025, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”). Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement. Very truly yours, H.C. WAINWRIGHT & CO., LLC By: /s/ Edward D. Silvera Name: Edward D. Silvera Title: Chief Operating Officer

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 Document GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037 VIA EDGAR December 9, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Re: GRI Bio, Inc. Registration Statement on Form S-1, as amended (File No. 333-291999) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, GRI Bio, Inc. (the “ Company ”) hereby requests that the Securities and Exchange Commission (the “ Commission ”) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (the “ Registration Statement ”) so that the Registration Statement will be declared effective as of 5:15 p.m. Eastern Time, on December 10, 2025, or as soon as practicable thereafter. The Company hereby authorizes Melanie Ruthrauff Levy, an attorney at the Company’s outside legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., to orally modify or withdraw this request for acceleration. Once the Registration Statement has been declared effective, please orally confirm that event with Ms. Levy at (858) 314-1873. Thank you for your assistance in this matter. Very truly yours, GRI BIO, INC. /s/ W. Marc Hertz, Ph.D. W. Marc Hertz, Ph.D. Chief Executive Officer cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Adam Lenain, Esq. Melanie Ruthrauff Levy, Esq.

August 22, 2025
Marc Hertz
Chief Executive Officer
GRI Bio, Inc.
2223 Avenida de la Playa, #208
La Jolla, CA 92037
Re:GRI Bio, Inc.
Draft Registration Statement on Form S-1
Submitted August 15, 2025
CIK No. 0001824293
Dear Marc Hertz:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. 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 action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Hannah Karraker, Esq.

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 Document GRI BIO, INC. 2223 AVENIDA DE LA PLAYA, SUITE 208 LA JOLLA, CA 92037 VIA EDGAR March 26, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Daniel Crawford Re: GRI Bio, Inc. Registration Statement on Form S-1, as amended (File No. 333-286072) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, GRI Bio, Inc. (the “ Company ”) hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-1 (the “ Registration Statement ”) so that the Registration Statement will be declared effective as of 12:00 p.m. Eastern Time, on March 28, 2025, or as soon as practicable thereafter. The Company hereby authorizes Melanie Ruthrauff Levy or Jason Miller, both of whom are attorneys at the Company’s outside legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., to orally modify or withdraw this request for acceleration. Once the Registration Statement has been declared effective, please orally confirm that event with Mrs. Levy at (858) 314-1873 or Mr. Miller at (858) 314-2140. Thank you for your assistance in this matter. Very truly yours, GRI BIO, INC. /s/ W. Marc Hertz, Ph.D. W. Marc Hertz, Ph.D. Chief Executive Officer cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Adam Lenain, Esq. Melanie Ruthrauff Levy, Esq. Jason Miller, Esq.

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 Document March 26, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Re: GRI Bio, Inc. Registration Statement on Form S-1 (File No. 333-286072), as amended – Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“ Wainwright ”), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration statement on Form S-1 (File No. 333-286072) (as amended, the “ Registration Statement ”), hereby concurs in the request by GRI Bio, Inc. that the effective date of the above-referenced registration statement be accelerated to 12:00 P.M. (Eastern Time), or as soon as practicable thereafter, on March 28, 2025, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”). Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement. Very truly yours, H.C. WAINWRIGHT & CO., LLC By: /s/ Edward D. Silvera Name: Edward D. Silvera Title: Chief Operating Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 18, 2025

W. Marc Hertz
President and Chief Executive Officer
GRI Bio, Inc.
2223 Avenida de la Playa, #208
La Jolla, CA 92037

 Re: GRI Bio, Inc.
 Draft Registration Statement on Form S-1
 Submitted March 14, 2025
 CIK No. 0001824293
Dear W. Marc Hertz:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement no later
than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and
461 regarding
requests for acceleration. 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 action by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jason Miller, Esq.
</TEXT>
</DOCUMENT>

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GRI BIO, INC.

2223 AVENIDA DE LA PLAYA, SUITE 208

LA JOLLA, CA 92037

November 20, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alan Campbell

Re: GRI Bio, Inc.

 Registration Statement on Form S-3

 Filed November 14, 2024

 File No. 333-283234 (the “Registration Statement”)

 Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, GRI Bio, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Friday, November 22, 2024, at 4:01p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please contact Melanie Ruthrauff Levy or Jason Miller of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1873 or (858) 314-2140, respectively, with any questions regarding this request.

Very truly yours,

GRI BIO, INC.

/s/ W. Marc Hertz, Ph.D.

W. Marc Hertz, Ph.D., Chief Executive Officer

cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Adam Lenain, Esq.

 Melanie Ruthrauff Levy, Esq.

 Jason Miller, Esq.

November 20, 2024
Marc Hertz
President and CEO
GRI Bio, Inc.
2223 Avenida De La Playa, #208
La Jolla, CA 92037
Re:GRI Bio, Inc.
Registration Statement on Form S-3
Filed November 14, 2024
File No. 333-283234
Dear Marc Hertz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jason Miller, Esq.

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GRI BIO, INC.

2223 AVENIDA DE LA PLAYA, SUITE 208

LA JOLLA, CA 92037

VIA EDGAR

June 25, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Daniel Crawford

Re:

 GRI Bio, Inc.

 Registration Statement on Form S-1 (Reg. No. 333-280323)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, GRI Bio, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) so that the Registration Statement will be declared effective as of 5:15 p.m. Eastern time, on June 26, 2024, or as soon as practicable thereafter. The Company hereby authorizes Melanie Ruthrauff Levy or Jason Miller, both of whom are attorneys at the Company’s outside legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with Mrs. Levy at (858) 314-1873 or Mr. Miller at (858) 314-2140.

Thank you for your assistance in this matter.

Very truly yours,

GRI BIO, INC.

/s/ W. Marc Hertz, Ph.D.

W. Marc Hertz, Ph.D.

Chief Executive Officer

cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Melanie Ruthrauff Levy, Esq.

 Jason Miller, Esq.

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June 25, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Re:    GRI Bio, Inc.

Registration Statement on Form S-1 (Registration No. 333-280323), as amended - Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration statement on Form S-1 (333-280323), as amended (the “Registration Statement”), hereby concurs in the request by GRI Bio, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. (Eastern Time), or as soon as practicable thereafter, on June 26, 2024, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

Very truly yours,

H.C. WAINWRIGHT & CO., LLC

By: /s/ Edward D. Silvera

 Name: Edward D. Silvera

 Title: Chief Operating Officer

United States securities and exchange commission logo
June 24, 2024
W. Marc Hertz, Ph.D.
President and Chief Executive Officer
GRI Bio, Inc.
2223 Avenida de la Playa, #208
La Jolla, CA 92037
Re:GRI Bio, Inc.
Registration Statement on Form S-1
Filed June 20, 2024
File No. 333-280323
Dear W. Marc Hertz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jason Miller, Esq.

United States securities and exchange commission logo
May 14, 2024
W. Marc Hertz, Ph.D
President and Chief Executive Officer
GRI Bio, Inc.
2223 Avenida de la Playa, #208
La Jolla, CA 92037
Re:GRI Bio, Inc.
Registration Statement on Form S-3
Filed May 10, 2024
File No. 333-279348
Dear W. Marc Hertz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jason Miller, Esq.

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GRI BIO, INC.

2223 AVENIDA DE LA PLAYA, SUITE 208

LA JOLLA, CA 92037

May 14, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chris Edwards

Re: GRI Bio, Inc.

 Registration Statement on Form S-3

 Filed May 10, 2024

 File No. 333-279348 (the “Registration Statement”)

 Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, GRI Bio, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Thursday, May 16, 2024, at 4:01p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please contact Melanie Ruthrauff Levy or Jason Miller of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1873 or (858) 314-2140, respectively, with any questions regarding this request.

Very truly yours,

GRI BIO, INC.

/s/ W. Marc Hertz, Ph.D.

W. Marc Hertz, Ph.D., Chief Executive Officer

cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Adam Lenain, Esq.

 Melanie Ruthrauff Levy, Esq.

 Jason Miller, Esq.

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GRI BIO, INC.

2223 AVENIDA DE LA PLAYA, SUITE 208

LA JOLLA, CA 92037

January 31, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Daniel Crawford

Re: GRI Bio, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-276205 (the “Registration Statement”)

 Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, GRI Bio, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Wednesday, January 31, 2024, at 5:30 p.m. Eastern Time, or as soon as thereafter practicable, or at such other time as the Registrant or its outside counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., request by telephone that such Registration Statement be declared effective.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please contact Melanie Ruthrauff Levy or Jason Miller of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1873 or (858) 314-2140, respectively, with any questions regarding this request.

Very truly yours,

GRI BIO, INC.

/s/ W. Marc Hertz, Ph.D.

W. Marc Hertz, Ph.D., Chief Executive Officer

cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Adam Lenain, Esq.

 Melanie Ruthrauff Levy, Esq.

 Jason Miller, Esq.

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January 31, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Daniel Crawford

Re: GRI Bio, Inc.

 Registration Statement on Form S-1

 File No. 333-276205

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PARTNERS, as Lead Placement Agent, hereby joins GRI Bio, Inc. (the “Company”) in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (the “Registration Statement”), to become effective as of 5:30 p.m., Eastern Time, on January 31, 2024, or as soon thereafter as is practicable, or at such other time as the Company or its outside counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated January 31, 2024, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The Placement Agent is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By: /s/ Thomas J. Higgins

 Name: Thomas J. Higgins

 Title: Managing Director

United States securities and exchange commission logo
December 26, 2023
W. Marc Hertz, Ph.D.
President and Chief Executive Officer
GRI Bio, Inc.
2223 Avenida de la Playa, #208
La Jolla, CA 92037
Re:GRI Bio, Inc.
Registration Statement on Form S-1
Filed December 21, 2023
File No. 333-276205
Dear W. Marc Hertz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jason Miller, Esq.

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GRI BIO, INC.

2223 AVENIDA DE LA PLAYA, SUITE 208

LA JOLLA, CA 92037

December 14, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jimmy McNamara and Laura Crotty, Office of Life Sciences

Re: GRI Bio, Inc.

 Registration Statement on Form S-3

 Filed on October 13, 2023, as amended on Form S-1

 File No. 333-274972 (the “Registration Statement”)

 Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, GRI Bio, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Friday, December 15, 2023, at 4:01p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please contact Melanie Ruthrauff Levy or Jason Miller of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1873 or (858) 314-2140, respectively, with any questions regarding this request.

Very truly yours,

GRI BIO, INC.

/s/ W. Marc Hertz, Ph.D.

W. Marc Hertz, Ph.D., Chief Executive Officer

cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Adam Lenain, Esq.

 Melanie Ruthrauff Levy, Esq.

 Jason Miller, Esq.

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 3580 Carmel Mountain Road

Suite 300

San Diego, CA  92130

858 314 1500

mintz.com

December 4, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

Attention: Jimmy McNamara and Laura Crotty, Office of Life Sciences

Re: GRI Bio, Inc.

 Registration Statement on Form S-3

 Submitted October 13, 2023

 File No. 333-274972

Ladies and Gentlemen:

We are submitting this letter on behalf of GRI Bio, Inc. (the “Company”) in response to a comment from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated November 21, 2023 (the “Comment Letter”) from the Division of Corporation Finance, Office of Life Sciences, to Leanne Kelly, Chief Financial Officer of the Company, relating to the above-referenced registration statement.  In conjunction with this letter, the Company is confidentially submitting its Pre-Effective Amendment No. 1 to its draft registration statement on Form S-3 on Form S-1 with the Commission.

For reference, we have set forth below in italics the Staff’s comment from the Comment Letter and have keyed the Company’s response to the numbering of the comment and the heading used in the Comment Letter.  The response is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company.

Amendment No. 1 to Draft Registration Statement on Form S-3

General

Comment 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.

Response 1:

The Company has filed its Pre-Effective Amendment No. 1 to its draft registration statement on Form S-3 on Form S-1.

BOSTON       LOS ANGELES       MIAMI       NEW YORK       SAN DIEGO       SAN FRANCISCO       TORONTO       WASHINGTON

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

MINTZ

December 4, 2023

Page 2

We hope that the above response will be acceptable to the Staff.  Please do not hesitate to call me at (858) 314-1873 with any comments or questions regarding the proposed disclosure.  We thank you for your time and attention.

Sincerely,

/s/ Melanie Levy

Melanie Levy

cc: GRI Bio, Inc.

 W. Marc Hertz, Ph.D.

 Leanne Kelly

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Adam Lenain

 Jason Miller

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

United States securities and exchange commission logo
June 5, 2023
Marc Hertz
President and CEO
GRI BIO, Inc.
2223 Avenida De La Playa, #208
La Jolla, CA 92037
Re:GRI BIO, Inc.
Registration Statement on Form S-3
Filed May 30, 2023
File No. 333-272276
Dear Marc Hertz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 action by the staff.
            Please contact Arzhang Navai at 202-551-4676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jason Miller

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GRI BIO, INC.

2223 AVENIDA DE LA PLAYA, SUITE 208

LA JOLLA, CA 92037

June 5, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Arzhang Navai

Re: GRI Bio, Inc.

 Registration Statement on Form S-3

 Filed May 30, 2023

 File No. 333-272276 (the “Registration Statement”)

 Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, GRI Bio, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Wednesday, June 7, 2023, at 4:01p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please contact Melanie Ruthrauff Levy or Jason Miller of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1873 or (858) 314-2140, respectively, with any questions regarding this request.

Very truly yours,

GRI BIO, INC.

/s/ W. Marc Hertz, Ph.D.

W. Marc Hertz, Ph.D., Chief Executive

Officer

cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Melanie Ruthrauff Levy, Esq.

 Jason Miller, Esq.

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VALLON PHARMACEUTICALS, INC.

Two Logan Square

100 N. 18th Street, Suite 300

Philadelphia, Pennsylvania 19103

March 6, 2023

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Vallon Pharmaceuticals, Inc. (the “Company”)

 Registration Statement on Form S-4 (File No. 333-268977) (the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective on Wednesday, March 8, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If you have any questions regarding this request, please contact our outside counsel, Faith Charles of Thompson Hine LLP, at (212) 908-3905 or Naveen Pogula of Thompson Hine LLP, at (404) 541-2913. Please also call either Faith Charles or Naveen Pogula as soon as the Company’s Registration Statement has been declared effective. Thank you for your attention to this matter.

 Sincerely,

VALLON PHARMACEUTICALS, INC.

 By:

 /s/ David Baker

 Name: David Baker

 Title: Chief Executive Officer

cc: Faith Charles, Thompson Hine

 Naveen Pogula, Thompson Hine LLP

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February 23, 2023

Via EDGAR Transmission

Alan Campbell

Tyler Howes

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Re: Vallon Pharmaceuticals, Inc.

 Amendment No. 2 to Registration Statement on Form S-4

 Filed February 9, 2023

 File No. 333-268977

Dear Sirs:

On behalf of Vallon Pharmaceuticals, Inc. (the “Company”), we are writing in response to the letter from the staff (the “Staff”) of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities and Exchange Commission (the “Commission”), dated February 14, 2023 (the “Comment Letter”), relating to the Company’s Amendment No. 2 to the Registration Statement on Form S-4, filed with the Commission on February 9, 2023. Responses to the comments in the Comment Letter are set forth in this letter, and the Company is concurrently submitting an amended registration statement on Form S-4 (the “Amended Registration Statement”).

Please note that, for the Staff’s convenience, we have recited the Staff’s comments in italics and provided the Company’s responses to such comments immediately thereafter. Except for any page references appearing in the Staff’s comments, all page references herein correspond to the page of the Amended Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Amended Registration Statement.

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.

Response:    In response to the Staff’s comment, the Company has revised the disclosure in the preliminary letter to stockholders and on pages 8, 9, 20, 95, 97, 158, 159, 160, 164, 257, and 258 of the Amended Registration Statement.

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.

Response:    In response to the Staff’s comment, the Company has revised the disclosure on pages 8, 24, 121, 122, 229, 231, 232, 233 and 234 of the Amended Registration Statement.

We appreciate the Staff’s comments and request the Staff contact the undersigned at (212) 908-3905 or the Company at (267) 207-3606 with any questions or comments regarding this letter.

 Very truly yours,

 /s/ Thompson Hine LLP

 THOMPSON HINE LLP

cc: David Baker, Vallon Pharmaceuticals, Inc.

 Faith L. Charles, Thompson Hine LLP

 Naveen Pogula, Thompson Hine LLP

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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February 9, 2023

Via EDGAR Transmission

Alan Campbell

Tyler Howes

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Re: Vallon Pharmaceuticals, Inc.

 Registration Statement on Form S-4

 Filed December 23, 2022

 File No. 333-268977

Dear Sirs:

On behalf of Vallon Pharmaceuticals, Inc. (the “Company”), we are writing in response to the letter from the staff (the “Staff”) of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities and Exchange Commission (the “Commission”), dated February 8, 2023 (the “Comment Letter”), relating to the Company’s Amendment No. 1 to the Registration Statement on Form S-4, filed with the Commission on January 30, 2023. Responses to the comments in the Comment Letter are set forth in this letter, and the Company is concurrently submitting an amended registration statement on Form S-4 (the “Amended Registration Statement”).

Please note that, for the Staff’s convenience, we have recited the Staff’s comments in italics and provided the Company’s responses to such comments immediately thereafter. Except for any page references appearing in the Staff’s comments, all page references herein correspond to the page of the Amended Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Amended Registration Statement.

Amendment No. 1 to Registration Statement on Form S-4

Questions and Answers About the Merger, page 1

1.    We note your response to prior comment 3. Please add a Q&A discussing the proposed Reverse Split, the reasons for the Reverse Split and the potential consequences to Vallon's current stockholders. In this Q&A, please state that the reverse split will not have an impact on the percent of ownership in the combined company by Vallon’s current stockholders following the Merger, as you have done in your response.

Response:    In response to the Staff’s comment, the Company has added a Q&A beginning on page 8 of the Amended Registration Statement.

2.    Please revise the Q&A, where appropriate, to briefly disclose each reset date upon which Additional Shares may be issued to the Investor, the number of Additional Shares that could be issued on

each reset date and what will happen to the escrowed Additional Shares if the conditions for issuance to the Investor are not met.

Response:    In response to the Staff’s comment, the Company has revised the disclosure on the cover page and on pages 2 and 176 of the Amended Registration Statement.

Prospectus Summary

Reasons for the Merger, page 16

3.    We refer to prior comment 6. Please revise your disclosure here and on page 103 to reflect your disclosure on page 18 that the Vallon Board instructed Ladenburg not to incorporate any potential adjustments to the Exchange Ratio in its initial opinion and that therefore the opinion delivered by Ladenburg on December 13, 2022 does not appear to reflect the final economic terms of the Merger.

Response:    In response to the Staff’s comment, the Company has revised the disclosure on pages 18 and 105 of the Amended Registration Statement.

Risk Factors

Vallon's charter documents and Delaware law may inhibit a takeover that stockholders consider favorable., page 56

4.    We refer to prior comment 19. It appears that your choice of forum provision applies to Securities Act claims. Accordingly, please revise your disclosure here and on pages 261-262 to state that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder and that there is uncertainty as to whether a court would enforce such a provision.

Response:    In response to the Staff’s comment, the Company has revised the disclosure on pages 58 and 264 of the Amended Registration Statement.

The Merger

Background of the Merger, page 98

5.    We note your response to prior comment 10 and reissue in part. Please quantify how much of the final $49.0 million valuation for GRI was attributed to the investment from Altium and disclose the negotiated ownership percentage the Vallon Board had agreed upon. Also, further revise this section to discuss the details of the "revised budget" disclosed on page 101 and the major milestones included therein.

Response:    Please note that none of the final $49.0 million valuation for GRI was attributed to Altium. In response to the Staff’s comment, the Company has revised the disclosure on pages 102, 103, and 105 of the Amended Registration Statement.

Opinion of Vallon's Financial Advisor

Discounted Cash Flow Analysis, page 114

6. Please revise your disclosure of the financial projections prepared by Vallon's management to address each of the following areas:

•    Clearly state when these projections were prepared and management's reasons for producing the projections. To the extent that a material amount of time has passed since these

projections were prepared, disclose whether these projections still reflect management’s views on future performance.

•    Disclose all material assumptions used to develop the projections, including assumed timing of regulatory approvals for GRI Bio's product candidates, the length of time from approval to commercial availability, assumptions about market acceptance / penetration rates, market growth rates and the impact of competition.

•    Explain why Vallon prepared projections for 16 years and discuss any associated risks related to projections covering operating results over this time period.

•    Explain why Vallon did not include any profitability measures in the projections.

Response:    In response to the Staff’s comment, the Company has revised the disclosure on pages 116 and 117. As reflected in the revisions to the Amended Registration Statement, please note that the discounted cash flow analysis does take profitability into consideration because it reduces operating costs from Revenue.

7.    We note the disclaimers throughout this section that readers are cautioned not to rely on the projections in making a decision regarding the transaction. While it is acceptable to include qualifying language concerning subjective analyses, it is inappropriate to indicate that investors cannot rely on disclosure. Please revise accordingly.

Response:    In response to the Staff’s comment, the Company has revised the disclosure on page 117.

Annex G, page G-1

8.    Please revise to include the fairness opinion dated December 13, 2022 as well as the opinion dated January 26, 2023.

Response:    In response to the Staff’s comment, the Company has included the fairness opinion dated December 13, 2022 as an Annex to the proxy statement/prospectus/information statement portion of the Amended Registration Statement.

Exhibits

9.    We note your response to prior comment 20. Please file the separate, written consent of Ladenburg Thalmann & Co. Inc. For guidance, refer to Item 601 of Regulation S-K, Securities Act Rule 436 and Question 233.01 of our Securities Act Rules, Compliance and Disclosure Interpretations.

Response:    In response to the Staff’s comment, the Company has filed the separate, written consent of Ladenburg Thalmann & Co. Inc. as an Exhibit to the Amended Registration Statement.

We appreciate the Staff’s comments and request the Staff contact the undersigned at (212) 908-3905 or the Company at (267) 207-3606 with any questions or comments regarding this letter.

Very truly yours,

/s/ Thompson Hine LLP

THOMPSON HINE LLP

cc: David Baker, Vallon Pharmaceuticals, Inc.

 Faith L. Charles, Thompson Hine LLP

 Naveen Pogula, Thompson Hine LLP

United States securities and exchange commission logo
February 8, 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. 1 to Registration Statement on Form S-4
Filed January 30, 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.  Unless we note
otherwise, our references to prior comments are to comments in our January 19, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers About the Merger, page 1
1.We note your response to prior comment 3.  Please add a Q&A discussing the proposed
Reverse Split, the reasons for the Reverse Split and the potential consequences to Vallon's
current stockholders.  In this Q&A, please state that the reverse split will not have an
impact on the percent of ownership in the combined company by Vallon’s current
stockholders following the Merger, as you have done in your response.
2.Please revise the Q&A, where appropriate, to briefly disclose each reset date upon which
Additional Shares may be issued to the Investor, the number of Additional Shares that

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 February 8, 2023 Page 2
 FirstName LastNameDavid Baker
Vallon Pharmaceuticals, Inc.
February 8, 2023
Page 2
could be issued on each reset date and what will happen to the escrowed Additional
Shares if the conditions for issuance to the Investor are not met.
Prospectus Summary
Reasons for the Merger, page 16
3.We refer to prior comment 6. Please revise your disclosure here and on page 103 to reflect
your disclosure on page 18 that the Vallon Board instructed Ladenburg not to incorporate
any potential adjustments to the Exchange Ratio in its initial opinion and that therefore the
opinion delivered by Ladenburg on December 13, 2022 does not appear to reflect the final
economic terms of the Merger.
Risk Factors
Vallon's charter documents and Delaware law may inhibit a takeover that stockholders consider
favorable., page 56
4.We refer to prior comment 19. It appears that your choice of forum provision applies to
Securities Act claims. Accordingly, please revise your disclosure here and on pages 261-
262 to state that Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder and that there is uncertainty as to
whether a court would enforce such a provision.
The Merger
Background of the Merger, page 98
5.We note your response to prior comment 10 and reissue in part.  Please quantify how
much of the final $49.0 million valuation for GRI was attributed to the investment from
Altium and disclose the negotiated ownership percentage the Vallon Board had agreed
upon.  Also, further revise this section to discuss the details of the "revised budget"
disclosed on page 101 and the major milestones included therein.
Opinion of Vallon's Financial Advisor
Discounted Cash Flow Analysis, page 114
6.Please revise your disclosure of the financial projections prepared by Vallon's
management to address each of the following areas:
•Clearly state when these projections were prepared and management's reasons for
producing the projections.  To the extent that a material amount of time has passed
since these projections were prepared, disclose whether these projections still reflect
management’s views on future performance.
•Disclose all material assumptions used to develop the projections, including assumed
timing of regulatory approvals for GRI Bio's product candidates, the length of time
from approval to commercial availability, assumptions about market acceptance /
penetration rates, market growth rates and the impact of competition.

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 February 8, 2023 Page 3
 FirstName LastName
David Baker
Vallon Pharmaceuticals, Inc.
February 8, 2023
Page 3
•Explain why Vallon prepared projections for 16 years and discuss any associated
risks related to projections covering operating results over this time period.
•Explain why Vallon did not include any profitability measures in the projections.
7.We note the disclaimers throughout this section that readers are cautioned not to rely
on the projections in making a decision regarding the transaction.  While it is acceptable
to include qualifying language concerning subjective analyses, it is inappropriate to
indicate that investors cannot rely on disclosure.  Please revise accordingly.
Annex G, page G-1
8.Please revise to include the fairness opinion dated December 13, 2022 as well as the
opinion dated January 26, 2023.
Exhibits
9.We note your response to prior comment 20. Please file the separate, written consent of
Ladenburg Thalmann & Co. Inc. For guidance, refer to Item 601 of Regulation S-K,
Securities Act Rule 436 and Question 233.01 of our Securities Act Rules, Compliance and
Disclosure Interpretations.
            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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January 27, 2023

Via EDGAR Transmission

Alan Campbell

Tyler Howes

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Re: Vallon Pharmaceuticals, Inc.

 Registration Statement on Form S-4

 Filed December 23, 2022

 File No. 333-268977

Dear Sirs:

On behalf of Vallon Pharmaceuticals, Inc. (the “Company”), we are writing in response to the letter from the staff (the “Staff”) of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities and Exchange Commission (the “Commission”), dated January 19, 2023 (the “Comment Letter”), relating to the Company’s Registration Statement on Form S-4, filed with the Commission on December 23, 2022. Responses to the comments in the Comment Letter are set forth in this letter, and the Company is concurrently submitting an amended registration statement on Form S-4 (the “Amended Registration Statement”).

Please note that, for the Staff’s convenience, we have recited the Staff’s comments in italics and provided the Company’s responses to such comments immediately thereafter. Except for any page references appearing in the Staff’s comments, all page references herein correspond to the page of the Amended Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Amended Registration Statement.

Registration Statement on Form S-4 filed December 23, 2022

Cover Page

1.    Please prominently disclose here the expected ownership percentage of Altium Growth Fund, LP following the Merger assuming all warrant exercises and receipt of all escrowed shares as you have done on pages 2 and 147. Please also make similar revisions throughout the prospectus where ownership percentages are disclosed as well as in your "Equity Financing and Series T Warrant Exercises" section.

Response:    In response to the Staff’s comment, we have revised the disclosure on the cover page and pages 3, 4, 19, 29, 32, 134, 135, 154, 155 and 157 of the Amended Registration Statement accordingly.

Questions and Answers About the Merger, page 1

2.    Please revise your disclosure in this section, and elsewhere in the prospectus, as appropriate, to disclose the status of your conversations with Nasdaq, including the impact that a potential delisting would have on the Merger.

Response:    In response to the Staff’s comment, we have revised pages 5, 35 and 36 of the Amended Registration Statement accordingly.

3.    Please revise your disclosure in this section, and elsewhere in the prospectus, as appropriate, to briefly discuss whether the execution of the Reverse Split would impact the percentage of stock owned in the combined company by Vallon’s current stockholders following the Merger.

Response:    In response to the Staff’s comment, we respectfully advise the Staff that the execution of the Reverse Split would not have an impact on the percentage of stock owned in the combined company by Vallon’s current stockholders following the Merger.  As such, we have not made any amendments to the disclosure.

4.    Please revise your disclosure in this section to include a question and answer, or multiple questions and answers, specifically addressing the following points:

    Disclose potential exchange ratios at (i) various levels of Vallon’s net cash and (ii) potential required reductions to Vallon’s valuation required in order to meet Nasdaq’s listing requirements. In your revisions, please show ownership in the combined company among GRI’s equityholders, Vallon’s equityholders and the Investor.

    Disclose whether you anticipate that Vallon’s valuation will need to be reduced in order to meet the initial listing requirements of Nasdaq, based upon currently available information and the current trading price of Vallon’s common stock.

    Disclose potential exercise prices of the Series A-1, A-2 and T Warrants based upon currently available information, including the potential for cashless exercises.

    Disclose fully-diluted ownership in the combined company, including the Series A-1, A-2 and T Warrants.

Response:    In response to the Staff’s comment, we have revised the disclosure on pages 1 through 5 of the Amended Registration Statement accordingly.

Q: Who will be the directors of Vallon following the Merger?, page 5

5.    When available, please disclose the anticipated directors of the combined company.

Response:    In response to the Staff’s comment, we respectfully advise the Staff that we have currently disclosed the names of the directors that we expect to be appointed to the combined company and will publicly disclose the remaining directors once such individuals are identified.

Prospectus Summary

Opinion of Vallon’s Financial Advisor, page 15

6.    Please revise your disclosure here and throughout the prospectus where the fairness opinion is described to reflect your statement on page 103 that, at the request of the Vallon Board, for the purposes of its opinion, Ladenburg assumed that no "Adjustment" (as defined on page 103) would occur despite management of Vallon advising Ladenburg that, as of the date of the opinion, such an Adjustment would be required. Please also revise here and on page 103 to explain why the Vallon Board instructed Ladenburg to prepare its opinion without incorporating an Adjustment, despite Vallon's management advising that an Adjustment would be required.

Response:    In response to the Staff’s comment, we have revised the disclosure on pages 18, 19 and 108 of the Amended Registration Statement to reflect the delivery of an updated fairness opinion from Ladenburg, at the request of the Vallon Board, which assumes a potential downward Adjustment to the Vallon Base Equity Value to the $5.0 million floor.  Furthermore, in light of the recent trading performance of Vallon’s common stock that has approximated $0.30 for the last several days, we have revised relevant information throughout the Amended Registration Statement, including the Exchange Ratio, Vallon Base Equity Value and pro forma financials presentation to assume a per share Vallon Common Stock price of $0.30, as we believe this per share price more accurately reflects the anticipated Exchange Ratio and Vallon Base Equity Value at the closing of the Merger.

7.    We note your statements here and elsewhere in the prospectus, as well as in the fairness opinion attached as Annex G, that the opinion is intended for the sole benefit of Vallon's board of directors. Please remove this statement.

Alternatively, please disclose the legal basis for your and Ladenburg's belief that stockholders cannot rely on the opinion to bring state law actions, including a description of any state law authorities on such a defense. If no such authority exists, please disclose that this issue will be resolved by a court, resolution of this issue will have no effect of on rights and responsibilities of Vallon's board under state law and the availability or non-availability of this defense has no effect on the rights and responsibilities of either Ladenburg or Vallon's board under federal securities laws.

Response:    In response to the Staff’s comment, we have revised the disclosure on pages 18 and 108 of the Amended Registration Statement accordingly.

Risk Factors

Litigation relating to the Merger could require Vallon or GRI to incur significant costs…, page 30

8.    Please revise this risk factor to disclose if the parties are aware of any litigation related the merger agreement. To the extent the parties are not aware of any litigation, please include an affirmative statement to that effect.

Response:    In response to the Staff’s comment, we have revised the disclosure on page 35 of the Amended Registration Statement accordingly.

The Merger

Background of the Merger, page 93

9.    Please revise your disclosure to state why Vallon's management chose to re-engage in discussions with Company A in early September ahead of re-engaging in discussions with GRI and describe the terms upon which Vallon and Company A were unable to reach agreement.

Response:    In response to the Staff’s comment, we have revised the disclosure on page 101 of the Amended Registration Statement accordingly.

10.    We note your statement that changes to GRI's proposal included a revised budget that could achieve major milestones with less pending than originally proposed and a willingness to revise relative valuation and ownership in the merged company. Please quantify both the valuation in GRI's initial proposal and final valuation attributed to GRI. To the extent there is a material difference in the initial and final valuation, include disclosure explaining the reasoning for such changes. Please also revise this section to include a more fulsome discussion of the negotiations of the Exchange Ratio. Finally, please revise to describe the details of the revised budget and the major milestones included therein.

Response:    In response to the Staff’s comment, we have revised the disclosure on pages 101, 102 and 103 of the Amended Registration Statement accordingly.

11.    Please revise your disclosure in this section to describe the discussions and negotiations with the Investor leading to the Equity Financing.

Response:    In response to the Staff’s comment, we have revised the disclosure on pages 99, 101, 102 and 103 of the Amended Registration Statement accordingly.

Vallon Reasons for the Merger, page 97

12.    Your disclosure here and on page 14 indicates that the Exchange Ratio formula is based on a Vallon valuation of $26.0 million. However, disclosure elsewhere in the prospectus, including on page 1, indicates that the Exchange Ratio formula is based on a Vallon valuation of $29.0 million. Please reconcile your disclosure or advise.

Response:    In response to the Staff’s comment, we have reviewed the disclosure and confirmed that all instances reference Vallon’s valuation at a total of $26.0 million.  We respectfully advise the Staff that the discrepancy in the Company’s valuations is due to the downward adjustment based upon the Company’s expected negative net cash on the Closing Date, so that in some instances, the valuation is indicated as $29.0 million less $3.0 million in negative net cash whereas in others the valuation is indicated as $26.0 million (which assumes the negative cash reduction).

Opinion of Vallon’s Financial Advisor, page 102

13.    We note your disclosure on page 103 that Ladenburg Thalmann & Co. Inc. reviewed GRI's projections for purposes of its analyses. Please disclose these projections and any "internal financial analyses" upon which Ladenburg Thalmann & Co. relied to render its fairness opinion.

Response:    In response to the Staff’s comment, we have revised the disclosure on page 109 of the Amended Registration Statement accordingly.

The Merger Agreement

Conditions to the Completion of the Merger, page 137

14.    Please revise to clearly identify which conditions the parties may waive and proceed with the merger agreement.

Response:    In response to the Staff’s comment, we have revised the disclosure on pages 143 through 148 of the Amended Registration Statement accordingly.

Description of GRI’s Business, page 167

15.    Please revise this section, where appropriate, to include a discussion of the manufacture and supply of your product candidates. To the extent material, please ensure that your discussion reflects your statement on page 78 that you are reliant on a sole supplier, or, in some cases, a limited number of suppliers, for the manufacture of your product candidates.

Response:    In response to the Staff’s comment, we have revised the disclosure on pages 188 and 191 of the Amended Registration Statement accordingly.

Overview, page 167

16.    We note your statement that you are initiating a Phase 1a/1b trial of GRI-0803 and your disclosure here and on page 169 that you anticipate topline results from this trial to be available in the second quarter of 2024. However, we note that you do not appear to have an active IND for this trial. Please refrain from making predictions that assume successful clearances of INDs or successful clinical trials. You may state when you intend to submit your IND for this trial.

Response:    In response to the Staff’s comment, we have revised the disclosure on pages 177 and 179 of the Amended Registration Statement accordingly.

Our Pipeline, page 168

17.    Please revise your pipeline table to shorten bar for GRI-0803 as disclosure on page 180 indicates that you have not yet submitted an IND for this candidate, or advise. Please also remove the blue arrows and text from the pipeline arrows. Finally, based on your disclosure on pages 54 and 109, neither GRI-0124 nor GRI-0729 is currently in development. Please remove these candidates from your pipeline table. We do not object to narrative discussion of GRI-0124 and GRI-0729 in the GRI Business section.

Response:    In response to the Staff’s comment, we have revised the disclosure on page 178 of the Amended Registration Statement accordingly.

18.    Please revise here, or elsewhere in the Business section, as appropriate, to discuss in further detail the results from your pilot Phase 2a trial of GRI-0621, including whether the trial achieved its endpoints, the frequency and nature of any observed adverse events and if adverse events were linked to treatment.

Response:    In response to the Staff’s comment, we have revised the disclosure on pages 187 and 188 of the Amended Registration Statement accordingly.

Description of Vallon Capital Stock

Choice of Forum, page 255

19.    Please include a risk factor discussing the risks to investors arising from the Choice of Forum provision of Vallon's certificate of incorporation. Risks may include, but are not limited to, increased costs to bring a claim and that these provisions can discourage claims or limit investors' ability to bring a claim in a judicial forum that they find favorable. Please also disclose whether this provision applies to actions arising under the Securities Act. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your disclosure to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act, please also ensure that the Choice of Forum provision in the certificate of incorporation states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act.

Response:    In response to the Staff’s comment, we have revised the disclosure on pages 56 and 57 of the Amended Registration Statement accordingly.

Exhibits

20.    Please file the consent of Ladenburg Thalmann & Co. Inc. as an exhibit to this registration statement. For guidance, refer to Item 601 of Regulation S-K.

Response:    In response to the Staff’s comment, we respectfully advise the Staff that the consent of Ladenburg Thalmann & Co. Inc. is contained within the Opinion itself and a reference shall be made in the exhibit index in the Amended Registration Statement to such consent.

We appreciate the Staff’s comments and request the Staff contact the undersigned at (212) 908-3905 or the Company at (267) 207-3606 with any questions or comments regarding this letter.

Very truly yours,

THOMPSON HINE LLP

cc: David Baker, Vallon Pharmaceuticals, Inc.

 Faith L. Charl

United States securities and exchange commission logo
January 19, 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.
Registration Statement on Form S-4
Filed December 23, 2022
File No. 333-268977
Dear David Baker:
            We have reviewed your 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.
Registration Statement on Form S-4 filed December 23, 2022
Cover Page
1.Please prominently disclose here the expected ownership percentage of Altium Growth
Fund, LP following the Merger assuming all warrant exercises and receipt of all escrowed
shares as you have done on pages 2 and 147.  Please also make similar revisions
throughout the prospectus where ownership percentages are disclosed as well as in your
"Equity Financing and Series T Warrant Exercises" section.
Questions and Answers About the Merger, page 1
2.Please revise your disclosure in this section, and elsewhere in the prospectus, as
appropriate, to disclose the status of your conversations with Nasdaq, including the impact

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 January 19, 2023 Page 2
 FirstName LastNameDavid Baker
Vallon Pharmaceuticals, Inc.
January 19, 2023
Page 2
that a potential delisting would have on the Merger.
3.Please revise your disclosure in this section, and elsewhere in the prospectus, as
appropriate, to briefly discuss whether the execution of the Reverse Split would impact
the percentage of stock owned in the combined company by Vallon’s current stockholders
following the Merger.
4.Please revise your disclosure in this section to include a question and answer, or multiple
questions and answers, specifically addressing the following points:

•Disclose potential exchange ratios at (i) various levels of Vallon’s net cash and (ii)
potential required reductions to Vallon’s valuation required in order to meet Nasdaq’s
listing requirements. In your revisions, please show ownership in the combined
company among GRI’s equityholders, Vallon’s equityholders and the Investor.
•Disclose whether you anticipate that Vallon’s valuation will need to be reduced in
order to meet the initial listing requirements of Nasdaq, based upon currently
available information and the current trading price of Vallon’s common stock.
•Disclose potential exercise prices of the Series A-1, A-2 and T Warrants based upon
currently available information, including the potential for cashless exercises.
•Disclose fully-diluted ownership in the combined company, including the Series A-1,
A-2 and T Warrants.
Q: Who will be the directors of Vallon following the Merger?, page 5
5.When available, please disclose the anticipated directors of the combined company.
Prospectus Summary
Opinion of Vallon's Financial Advisor, page 15
6.Please revise your disclosure here and throughout the prospectus where the fairness
opinion is described to reflect your statement on page 103 that, at the request of the Vallon
Board, for the purposes of its opinion, Ladenburg assumed that no "Adjustment" (as
defined on page 103) would occur despite management of Vallon advising Ladenburg
that, as of the date of the opinion, such an Adjustment would be required.  Please also
revise here and on page 103 to explain why the Vallon Board instructed Ladenburg to
prepare its opinion without incorporating an Adjustment, despite Vallon's management
advising that an Adjustment would be required.
7.We note your statements here and elsewhere in the prospectus, as well as in the fairness
opinion attached as Annex G, that the opinion is intended for the sole benefit of Vallon's
board of directors.  Please remove this statement.

Alternatively, please disclose the legal basis for your and Ladenburg's belief that
stockholders cannot rely on the opinion to bring state law actions, including a description
of any state law authorities on such a defense.  If no such authority exists, please disclose
that this issue will be resolved by a court, resolution of this issue will have no effect of on

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 January 19, 2023 Page 3
 FirstName LastNameDavid Baker
Vallon Pharmaceuticals, Inc.
January 19, 2023
Page 3
rights and responsibilities of Vallon's board under state law and the availability or non-
availability of this defense has no effect on the rights and responsibilities of either
Ladenburg or Vallon's board under federal securities laws.
Risk Factors
Litigation relating to the Merger could require Vallon or GRI to incur significant costs..., page 30
8.Please revise this risk factor to disclose if the parties are aware of any litigation related the
merger agreement.  To the extent the parties are not aware of any litigation, please include
an affirmative statement to that effect.
The Merger
Background of the Merger, page 93
9.Please revise your disclosure to state why Vallon's management chose to re-engage in
discussions with Company A in early September ahead of re-engaging in discussions with
GRI and describe the terms upon which Vallon and Company A were unable to reach
agreement.
10.We note your statement that changes to GRI's proposal included a revised budget that
could achieve major milestones with less pending than originally proposed and a
willingness to revise relative valuation and ownership in the merged company. Please
quantify both the valuation in GRI's initial proposal and final valuation attributed to GRI.
To the extent there is a material difference in the initial and final valuation, include
disclosure explaining the reasoning for such changes. Please also revise this section to
include a more fulsome discussion of the negotiations of the Exchange Ratio. Finally,
please revise to describe the details of the revised budget and the major milestones
included therein.
11.Please revise your disclosure in this section to describe the discussions and negotiations
with the Investor leading to the Equity Financing.
Vallon Reasons for the Merger, page 97
12.Your disclosure here and on page 14 indicates that the Exchange Ratio formula is based
on a Vallon valuation of $26.0 million. However, disclosure elsewhere in the prospectus,
including on page 1, indicates that the Exchange Ratio formula is based on a Vallon
valuation of $29.0 million. Please reconcile your disclosure or advise.
Opinion of Vallon's Financial Advisor, page 102
13.We note your disclosure on page 103 that Ladenburg Thalmann & Co. Inc. reviewed
GRI's projections for purposes of its analyses.  Please disclose these projections and any
"internal financial analyses" upon which Ladenburg Thalmann & Co. relied to render
its fairness opinion.

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 January 19, 2023 Page 4
 FirstName LastNameDavid Baker
Vallon Pharmaceuticals, Inc.
January 19, 2023
Page 4
The Merger Agreement
Conditions to the Completion of the Merger, page 137
14.Please revise to clearly identify which conditions the parties may waive and proceed with
the merger agreement.
Description of GRI's Business, page 167
15.Please revise this section, where appropriate, to include a discussion of the manufacture
and supply of your product candidates. To the extent material, please ensure that your
discussion reflects your statement on page 78 that you are reliant on a sole supplier, or, in
some cases, a limited number of suppliers, for the manufacture of your product
candidates.
Overview, page 167
16.We note your statement that you are initiating a Phase 1a/1b trial of GRI-0803 and your
disclosure here and on page 169 that you anticipate topline results from this trial to be
available in the second quarter of 2024. However, we note that you do not appear to have
an active IND for this trial. Please refrain from making predictions that assume successful
clearances of INDs or successful clinical trials. You may state when you intend to submit
your IND for this trial.
Our Pipeline, page 168
17.Please revise your pipeline table to shorten bar for GRI-0803 as disclosure on page 180
indicates that you have not yet submitted an IND for this candidate, or advise. Please also
remove the blue arrows and text from the pipeline arrows. Finally, based on your
disclosure on pages 54 and 109, neither GRI-0124 nor GRI-0729 is currently in
development. Please remove these candidates from your pipeline table. We do not object
to narrative discussion of GRI-0124 and GRI-0729 in the GRI Business section.
18.Please revise here, or elsewhere in the Business section, as appropriate, to discuss in
further detail the results from your pilot Phase 2a trial of GRI-0621, including whether the
trial achieved its endpoints, the frequency and nature of any observed adverse events and
if adverse events were linked to treatment.
Description of Vallon Capital Stock
Choice of Forum, page 255
19.Please include a risk factor discussing the risks to investors arising from the Choice of
Forum provision of Vallon's certificate of incorporation.  Risks may include, but are not
limited to, increased costs to bring a claim and that these provisions can discourage claims
or limit investors' ability to bring a claim in a judicial forum that they find
favorable.  Please also disclose whether this provision applies to actions arising under the
Securities Act.  In that regard, we note that Section 22 of the Securities Act creates

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 January 19, 2023 Page 5
 FirstName LastName
David Baker
Vallon Pharmaceuticals, Inc.
January 19, 2023
Page 5
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.  If
the provision applies to Securities Act claims, please also revise your disclosure to state
that there is uncertainty as to whether a court would enforce such provision and that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.  If this provision does not apply to actions arising under the
Securities Act, please also ensure that the Choice of Forum provision in the certificate of
incorporation states this clearly, or tell us how you will inform investors in future filings
that the provision does not apply to any actions arising under the Securities Act.
Exhibits
20.Please file the consent of Ladenburg Thalmann & Co. Inc. as an exhibit to this registration
statement.  For guidance, refer to Item 601 of Regulation S-K.
            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
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.
            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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VALLON PHARMACEUTICALS, INC.

Two Logan Square

100 N. 18th Street, Suite 300

Philadelphia, Pennsylvania 19103

June 6, 2022

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Vallon Pharmaceuticals, Inc. (the “Company”)

 Registration Statement on Form S-1 (File No. 333-265302) (the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Wednesday, June 8, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If you have any questions regarding this request, please contact our outside counsel, Faith Charles of Thompson Hine LLP, at (212) 908-3905 or Naveen Pogula of Thompson Hine LLP, at (404) 541-2913.  Please also call either Faith Charles or Naveen Pogula as soon as the Company’s Registration Statement on Form S-1 has been declared effective.  Thank you for your attention to this matter.

 Sincerely,

 VALLON PHARMACEUTICALS, INC.

 By: /s/ David Baker

 Name: David Baker

 Title: Chief Executive Officer

cc: Faith Charles, Thompson Hine LLP

 Naveen Pogula, Thompson Hine LLP

United States securities and exchange commission logo
June 3, 2022
David Baker
Chief Executive Officer
Vallon Pharmaceuticals, Inc.
100 N. 18th Street, Suite 300
Philadelphia, PA 19103
Re:Vallon Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed May 27, 2022
File No. 333-265302
Dear Mr. Baker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Faith L. Charles, Esq.

United States securities and exchange commission logo
April 28, 2022
David Baker
Chief Executive Officer
Vallon Pharmaceuticals, Inc.
100 N. 18 th Street, Suite 300
Philadelphia, PA 19103
Re:Vallon Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed April 26, 2022
File No. 333-264488
Dear Mr. Baker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Naveen Pogula, Esq.

CORRESP
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VALLON PHARMACEUTICALS, INC.

Two Logan Square

100 N. 18th Street, Suite 300

Philadelphia, Pennsylvania 19103

April 28, 2022

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re: Vallon Pharmaceuticals, Inc. (the “Company”)

Registration Statement on Form S-3 (File No. 333-264488) (the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on Monday, May 2, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If you have any questions regarding this request, please contact our outside counsel, Faith Charles of Thompson Hine LLP, at (212) 908-3905 or Naveen Pogula of Thompson Hine LLP, at (404) 541-2913.  Please also call either Faith Charles or Naveen Pogula as soon as the Company’s Registration Statement on Form S-3 has been declared effective.  Thank you for your attention to this matter.

Sincerely,

VALLON PHARMACEUTICALS, INC.

By: /s/ David Baker

Name:  David Baker

Title:   Chief Executive Officer

cc: David Baker, Vallon Pharmaceuticals, Inc.

 Faith Charles, Thompson Hine LLP

 Naveen Pogula, Thompson Hine LLP

CORRESP
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    February 3, 2021

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:     Vallon Pharmaceuticals, Inc.
(the “Company”)

            Registration Statement on Form S-1 (File No. 333-249636) (the “Registration
Statement”)

Dear Ladies and Gentlemen:

Vallon Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), hereby withdraws its requests made on February 1 and 2, 2021 for accelerated
effectiveness pursuant to Rule 461 of the Securities Act of 1933 (“Rule 461”). Pursuant to Rule 461,
the Company hereby requests that the effective date of the Company’s above-referenced Registration Statement on Form S-1,
as amended (the “Registration Statement”), be accelerated so that the Registration Statement will become effective
at 5:00 p.m., Eastern Time, on February 9, 2021, or as soon as practicable thereafter.

The Company acknowledges that should the
U.S. Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement. In addition, the Company acknowledges that the action of the Commission
or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement. The Company further
acknowledges that it may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this request, please contact
our outside counsel, Faith L. Charles of Thompson Hine LLP, at (212) 908-3905. Please also call Faith L. Charles as soon as the
Company’s Registration Statement on Form S-1 has been declared effective. Thank you for your attention to this matter.

    Sincerely,

    VALLON PHARMACEUTICALS, INC.

    By:
    /s/ David Baker

    Name:
    David Baker

    Title:
    Chief Executive Officer

cc:	     Faith L. Charles, Thompson
Hine LLP

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February 3, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Vallon Pharmaceuticals, Inc. (“Company”)

                                Registration
Statement on Form S-1

                                (File No. 333-249636) (the “Registration Statement”)

Ladies and Gentlemen:

ThinkEquity, a division
of Fordham Financial Management, Inc., as representative of the underwriters of the offering, hereby joins the request of the Company
to withdraw its initial acceleration requests made on February 1 and 2, 2021, and hereby joins the Company’s renewed request
pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become
effective on Tuesday, February 9, 2021, at 5:00 p.m., E.T., or as soon thereafter as practicable.

Pursuant to Rule 460
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through February 3, 2021, we distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red”
copies of the Preliminary Prospectus dated January 28, 2021, as appears to be reasonable to secure adequate distribution of the
preliminary prospectus.

We have complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    THINKEQUITY

    A Division of Fordham Financial Management, Inc.

    By:
    /s/ Eric Lord

    Name: Eric Lord

    Title: Head of Investment Banking

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    February 2, 2021

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Vallon Pharmaceuticals, Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-249636) (the “Registration Statement”)

Dear Ladies and Gentlemen:

The Company hereby requests the
withdrawal of the acceleration request for the above-referenced Registration Statement on Form S-1, submitted on February 1,
2021, which included the incorrect date of effectiveness (the “Prior Acceleration Request”), and
requests that such Prior Acceleration Request be superseded by this submission. Pursuant to Rule 461 of the Securities Act of
1933, as amended (the “Securities Act”), the Company hereby requests that the U.S. Securities and Exchange
Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement
on Form S-1 to become effective on Thursday, February 4, 2021, at 5:00 p.m., Eastern Time, or as soon thereafter as is
practicable.

If you have any questions regarding this request, please contact
our outside counsel, Faith L. Charles of Thompson Hine LLP, at (212) 908-3905. Please also call Faith L. Charles as soon as the
Company’s Registration Statement on Form S-1 has been declared effective. Thank you for your attention to this matter.

    Sincerely,

    VALLON PHARMACEUTICALS, INC.

    By:
    /s/ David Baker

    Name:
    David Baker

    Title:
    Chief Executive Officer

    cc:
    Faith L. Charles, Thompson Hine LLP

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February 1, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Vallon Pharmaceuticals, Inc. (“Company”)

    Registration Statement on Form S-1

    (File No. 333-249636) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
ThinkEquity, a division of Fordham Financial Management, Inc., as representative of the underwriters of the offering, hereby joins
the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit
it to become effective on Thursday, February 4, 2021, at 5:00 p.m., E.T., or as soon thereafter as practicable.

Pursuant to Rule 460
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through February 1, 2021, we distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red”
copies of the Preliminary Prospectus dated January 28, 2021, as appears to be reasonable to secure adequate distribution of the
preliminary prospectus.

We have complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    THINKEQUITY

    A Division of Fordham Financial Management, Inc.

    By:
    /s/
    Eric Lord

    Name:  Eric Lord

    Title:  Head of Investment Banking

CORRESP
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    February 1, 2021

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Vallon Pharmaceuticals, Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-249636) (the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the U.S. Securities and Exchange
Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on
Form S-1 to become effective on Thursday, January 4, 2021, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If you have any questions regarding this request, please contact
our outside counsel, Faith L. Charles of Thompson Hine LLP, at (212) 908-3905. Please also call Faith L. Charles as soon as the
Company’s Registration Statement on Form S-1 has been declared effective. Thank you for your attention to this matter.

    Sincerely,

    VALLON PHARMACEUTICALS, INC.

    By:
    /s/ David Baker

    Name:
    David Baker

    Title:
    Chief Executive Officer

    cc:
    Faith L. Charles, Thompson Hine LLP

CORRESP
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January 28, 2021

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention:
Chris Edwards

    Re:
    Vallon Pharmaceuticals, Inc.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed January 14, 2021

    File No. 333-249636

Dear Mr. Edwards:

On behalf of Vallon Pharmaceuticals, Inc.
(the “Company”), we are writing in response to the letter from the staff (the “Staff”)
of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities and Exchange Commission (the “Commission”),
dated January 22, 2021 (the “Comment Letter”), relating to the Company’s Amendment No. 2
to Registration Statement on Form S-1, filed with the Commission on January 14, 2021. Responses to these comments are
set forth in this letter and in Amendment No. 3 to the Registration Statement filed by the Company with the Commission on
January 28, 2021 (“Amendment No. 3”).

Please note that for the Staff’s
convenience, we have recited the Staff’s comments and provided our response to such comments immediately thereafter.

Amendment No. 2 to Form S-1

Selected Financial Data, page 9

1. Your historical net loss per share
attributable to common stockholders, basic and diluted, and weighted average shares of common stock outstanding, basic and diluted,
appear to have been retroactively restated for your 1 for 40 reverse stock split. As we previously indicated in comment 4 from
our letter dated October 8, 2020, since your stock split will not occur until closing of the offering, you should provide
pro forma earnings per share information rather than retroactively effecting the split. Please revise and provide a footnote that
indicates how you have calculated your pro forma earnings per share information. Please also address this comment as it relates
to your Selected Financial Data. Ensure that your other disclosures throughout the filing clearly state if they have been revised
to reflect the effect of the 1 for 40 reverse stock split, such as your disclosures presented within Management's Discussion and
Analysis and Certain Relationships and Related Party Transactions.

Dilution, page 57

 Response: In response to the Staff’s comment, the Company has updated its disclosures on pages 8
and 59 to include the net loss per share and weighted average shares of common stock outstanding on an actual basis as of each
period disclosed therein, without giving effect to the one-for-40 reverse stock split, in addition to the pro forma net loss per
share and weighted average shares of common stock outstanding, giving effect to the one-for-40 reverse stock split. In addition,
the Company respectfully submits that on page 8 of Amendment No. 3, the Company discloses that unless otherwise indicated
all information in the prospectus gives effect to the 1-for-40 reverse stock split, which the Company deems to disclose the pro
forma nature of the remaining disclosures in the prospectus, including, without limitation, the disclosures in the Management’s
Discussion and Analysis, and Certain Relationship and Related Party Transactions sections.

2. With reference to the table at the
top of page 58, it is not clear that the total consideration and weighted average share price per share information for existing
shareholders is correct. In this regard, the table does not show, as you indicate, that new investors will pay an average price
per share substantially higher than your existing shareholders paid..

 Response: In response to the Staff’s comment, the Company has included the updated information on page 58
of Amendment No. 3.

*	     *	     *
*

We appreciate the Staff’s comments and request the Staff
contact the undersigned at (212) 908-3905 or the Company at (267) 207-3606 with any questions or comments regarding this letter.

    cc:
    Gary Newberry, U.S. Securities and Exchange Commission

    Jeanne Baker, U.S. Securities and Exchange Commission

    Mary Beth Breslin, U.S. Securities and Exchange Commission

    David Baker, Vallon Pharmaceuticals, Inc.

    Jennifer A. Val, Esq., Thompson Hine LLP

    Kaoru C. Suzuki, Esq., Thompson Hine LLP

United States securities and exchange commission logo
January 22, 2021
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-1
Filed January 14, 2021
File No. 333-249636
Dear Mr. 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 Form S-1
Selected Financial Data, page 9
1.Your historical net loss per share attributable to common stockholders, basic and diluted,
and weighted average shares of common stock outstanding, basic and diluted, appear to
have been retroactively restated for your 1 for 40 reverse stock split.  As we previously
indicated in comment 4 from our letter dated October 8, 2020, since your stock split will
not occur until closing of the offering, you should provide pro forma earnings per share
information rather than retroactively effecting the split.  Please revise and provide a
footnote that indicates how you have calculated your pro forma earnings per share
information.  Please also address this comment as it relates to your Selected Financial
Data.  Ensure that your other disclosures throughout the filing clearly state if they have

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 January 22, 2021 Page 2
 FirstName LastName
David Baker
Vallon Pharmaceuticals, Inc.
January 22, 2021
Page 2
been revised to reflect the effect of the 1 for 40 reverse stock split, such as your
disclosures presented within Management's Discussion and Analysis and Certain
Relationships and Related Party Transactions.
Dilution, page 57
2.With reference to the table at the top of page 58, it is not clear that the total consideration
and weighted average share price per share information for existing shareholders is
correct.  In this regard, the table does not show, as you indicate, that new investors will
pay an average price per share substantially higher than your existing shareholders paid.
            You may contact Gary Newberry at 202-551-3761 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Chris Edwards at 202-551-6761 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kaoru C. Suzuki, Esq.

CORRESP
1
filename1.htm

November 16, 2020

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chris Edwards

 Re: Vallon Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed October 23, 2020

CIK No. 0001824293

Dear Mr. Edwards:

On behalf of Vallon Pharmaceuticals, Inc.
(the “Company”), we are writing in response to the letter from the staff (the “Staff”)
of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities and Exchange Commission (the “Commission”),
dated November 5, 2020 (the “Comment Letter”), relating to the Company’s Registration Statement
on Form S-1, filed with the Commission on October 23, 2020. Responses to these comments are set forth in this letter and in Amendment
No. 1 to the Registration Statement filed by the Company with the Commission on November 16, 2020 (“Amendment No.
1”).

Please note that for the Staff’s
convenience, we have recited the Staff’s comments and provided our response to such comments immediately thereafter.

Registration Statement on Form S-1

Company Overview, page 1

1. We note your response to prior comment
number 1. Please identify and describe the studies and results you intend to rely on for approval using the Section 505(b)(2) pathway,
including the identification of the parties that performed the studies. Please also disclose whether the FDA approved the use of
the Section 505(b)(2) pathway for ADAIR.

 Response: In response to the Staff’s comment, the Company has revised the disclosure related to the
Section 505(b)(2) pathway on pages 1, 76, 78 and 88 of Amendment No. 1.

2. We note your disclosure on page 88
that one patient experienced a serious adverse event in the food effect study. Please describe the serious adverse event and whether
it was assessed as drug-related.

 Response: In response to the Staff’s comment, the Company has revised the disclosure related to the
serious adverse event on page 88 of Amendment No. 1.

*	*	* *

We appreciate the Staff’s comments and request the Staff
contact the undersigned at (212) 908-3905 or the Company at (267) 207-3606 with any questions or comments regarding this letter.

 cc: Gary Newberry, U.S. Securities and Exchange Commission

Jeanne Baker, U.S. Securities and Exchange Commission

Mary Beth Breslin, U.S. Securities and Exchange
Commission

David Baker, Vallon Pharmaceuticals,
Inc.

Jennifer A. Val, Esq., Thompson Hine
LLP

Kaoru C. Suzuki, Esq., Thompson Hine
LLP

United States securities and exchange commission logo
November 5, 2020
David Baker
Chief Executive Officer
Vallon Pharmaceuticals, Inc.
Two Logan Square
100 N. 18th Street, Suite 300
Philadelphia, PA 19103
Re:Vallon Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed October 23, 2020
File No. 333-249636
Dear Mr. Baker:
            We have reviewed your 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.
Registration Statement on Form S-1
Company Overview, page 1
1.We note your response to prior comment number 1. Please identify and describe the
studies and results you intend to rely on for approval using the Section 505(b)(2) pathway,
including the identification of the parties that performed the studies. Please also disclose
whether the FDA approved the use of the Section 505(b)(2) pathway for ADAIR.
Clinical Development, page 87
2.We note your disclosure on page 88 that one patient experienced a serious adverse event
in the food effect study.  Please describe the serious adverse event and whether it was
assessed as drug-related.

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 November 5, 2020 Page 2
 FirstName LastName
David Baker
Vallon Pharmaceuticals, Inc.
November 5, 2020
Page 2
            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
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.
            You may contact Gary Newberry at 202-551-3761 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Chris Edwards at 202-551-6761 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kaoru C. Suzuki, Esq.

CORRESP
1
filename1.htm

October 23, 2020

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chris Edwards

 Re: Vallon Pharmaceuticals, Inc.

Draft Registration Statement on Form S-1

Submitted September 11, 2020

CIK No. 0001824293

Dear Mr. Edwards:

On behalf of Vallon Pharmaceuticals,
Inc. (the “Company”), we are writing in response to the letter from the staff (the
 “Staff”) of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities
and Exchange Commission (the “Commission”), dated October 8, 2020 (the “Comment
Letter”), relating to the Company’s Draft Registration Statement on Form S-1, submitted to the Commission
on September 11, 2020. Responses to these comments are set forth in this letter and in the Registration Statement on Form
S-1, filed by the Company with the Commission on October 23, 2020 (the “Registration
Statement”).

Please note that for the Staff’s
convenience, we have recited the Staff’s comments and provided our response to such comments immediately thereafter.

Draft Registration Statement on Form
S-1

Company Overview, page 1

1. We refer to your statements that
you intend to pursue a section 505(b)(2) approval pathway, and that this path may expedite the development of your programs. Please
expand your explanation of this process so that investors understand the steps necessary to achieve FDA approval using this process.
Please similarly revise the pipeline table to identify the steps necessary for regulatory approval. Additionally, identify and
describe the studies and results you intend to rely on, including the identification of the parties that performed the studies.
Please also disclose whether the FDA has given any indication that you may use such pathway for ADAIR.

 Response: In response to the Staff’s comment, the Company has revised the disclosure related to the
Section 505(b)(2) approval pathway and the footnote to the pipeline chart in the sections of the Registration Statement entitled
 “Prospectus Summary—Company Overview” and “Business” beginning on pages 1 and 76 of the Registration Statement, respectively.

2. We note your statements that you
completed a pivotal bioequivalence study of ADAIR as well as a food effect study and a proof-of-concept intranasal human abuse
potential study. Please clarify whether these were clinical studies and if so, the phase of clinical testing to which these studies
correlate. Please also disclose the number of patients that participated in each study and each study's primary endpoints.

 Response: In response to the Staff’s comment, the Company has revised the disclosure related to the
bioequivalence study, food effect study and proof-of-concept intranasal human abuse potential study on pages 1, 76, 87, and 88
of the Registration Statement.

3. Please disclose the value of the
33,750,000 shares of common stock that were exchanged for the ADAIR assets.

 Response: In response to the Staff’s comment, the Company has included a disclosure related to
                                                                         the value of the 33,750,000 shares of common stock that were issued in exchange for the ADAIR assets on page 60 of the
                                                                         Registration Statement.

The Offering, page 6

4. You indicate at the top of page seven
that unless otherwise indicated, all information in this prospectus reflects or assumes a reverse stock split of your common stock
to be effected prior to the closing of this offering. Please address the following:

 • To the extent you intend to effect the split prior to the effectiveness of your registration
statement, we remind you that you must revise your financial statements presented to reflect the stock split in accordance with
ASC 260-10-55-12 and SAB Topic 4C. Also, ensure your auditor revises its report on page F-2 to reference the stock split and dual-date
its opinion in accordance with PCAOB AU 530.05; and

 • If the reverse stock split will occur after effectiveness of your registration statement but
prior to the consummation of this offering, please expand your pro forma earnings per share information in your Summary and Selected
Financial Data to clarify the nature of this pro forma information.

 Response: The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the reverse stock split will not occur before the effective date of the registration statement.
As a result, SAB Topic 4C’s requirement that the registrant give retroactive effect to such change in the capital structure
in the balance sheet (or otherwise with respect to the financial statements and disclosures throughout the registration statement)
would not be applicable. Instead, the reverse stock split will occur after effectiveness of the registration statement but prior
to the consummation of the offering. The Company will include updated pro forma information reflecting the reverse stock split
throughout the Registration Statement when the reverse stock ratio has been determined by the Company. The sections of the Registration
Statement that reflect the pro forma effects of the reverse stock split include the “Prospectus Summary” beginning
on page 1, “Capitalization” beginning on page 54, “Dilution” beginning on page 56, “Selected Financial
Data” beginning on page 59, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on page 60, and “Principal Stockholders” beginning on page 112.

Use of Proceeds, page 53

5. Please revise your disclosure in
this section to specify which candidates will be advanced with the proceeds of the offering and which clinical trials will be funded.
Please indicate how far you expect the proceeds from the offering will allow you to proceed in the clinical development of your
product candidates. If the anticipated proceeds from your offering will not be sufficient to complete those trials, please disclose
the amount and sources of other funds needed.

 Response: In response to the Staff’s comment, the Company has revised the disclosure related to the
use of proceeds from the offering on page 52 of the Registration Statement.

Controls and Procedures, page 74

6. We note your disclosures regarding
disclosure controls and procedures and internal controls over financial reporting. Please expand your disclosures and related risk
factors to address the following:

 • Disclose the fact that you are not currently required to provide these assessments;

 • Revise to clarify, if true, that you performed an assessment of your internal control over financial
reporting which is a separate assessment from disclosure controls and procedures; and

 • Identify the version of the COSO framework you used to evaluate the effectiveness of your internal
control over financial reporting, if you performed one.

 Response: In response to the Staff’s comment, we respectfully submit that the Company did not
                                                                         perform an assessment of disclosure controls and procedures nor internal controls over financial reporting. The Company has
                                                                         deleted the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of
                                                                         Operations—Controls and Procedures” on page 74 of the Registration Statement accordingly and have revised the risk factors
                                                                         on pages 24 and 47.

Business

ADHD Condition and Impact, page 80

7. Please revise to disclose the bases
for the figures in the table at the top of page 81.

 Response: The Company respectfully advises the Staff that it has revised the figures in the table located
on page 80  of the Registration Statement.

Existing Treatment Options, page 81

8. In the table on page 81, please provide
the percentage of prescriptions that are immediate-release and extended-release tablets and capsules. Please also disclose what
portion of the $9 billion U.S. market for ADHD treatment was immediate-release ADHD treatments that your products are targeting.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 80
                                                                         of the Registration Statement.

Our Solutions, page 85

9. We note the disclosure in the financial
statement footnotes that you have completed three Phase 1 clinical trials. Please disclose the specific results from all prior
and ongoing trials, including the duration of each trial, the number of subjects or patients in such trials, how the drug candidates
were administered, who conducted and/or sponsored the trials, the dosages used, and all serious adverse events that were experienced,
including the number of patients that experienced such SAEs. With respect to the disclosure of each such trial, state the primary
and secondary endpoints and whether they were met.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 87 and
88 of the Registration Statement under the section entitled “Business—Clinical Development”.

Intellectual Property, page 93

10. With respect to those patents that
have been issued, please indicate the type of patent protection in each instance, be it composition of matter, use, or process.

 Response: In response to the Staff’s comment, the Company has revised the disclosure related to the
type of patent protection on page 93 of the Registration Statement.

Medice License Agreement, page 93

11. We note your reference here to low
double-digit royalties. Please revise your disclosure to narrow the royalty range to no more than ten percentage points (for example,
between twenty and thirty percent). Also disclose the duration of the royalty obligation and discuss the termination provisions
of the license agreement.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 93 of
the Registration Statement.

Whitaker Consulting Agreement, page
104

12. Please disclose the terms on the
options to purchase common stock that were granted to Dr. Whitaker in October 2018 and May 2020.

 Response: In response to the Staff’s comment, the Company have included descriptions of the
                                                                         performance-based option awards granted to Dr. Whitaker on October 1, 2018 and May 22, 2020 on page 105 of the Registration
                                                                         Statement.

Principal Stockholders, page 110

13. We note that members of the board
of directors and management will control approximately 58.4% of the voting power. Please tell us whether you may be a controlled
company under applicable exchange listing standards, and, if so, whether you will use related exemptions to governance rules under
those standards.

 Response: The Company advises the Staff that, following the consummation of the offering, it will not be
a “controlled company” under Nasdaq Listing Rule 5615(c) or Section 303A of the NYSE Listed Company Manual, as no individual,
group or other company will hold more than 50% of the voting power for the election of the Company’s directors. The officers,
directors and significant stockholders referred to on page 112 of the Registration Statement would not collectively be considered
a “group” for purposes of Nasdaq Listing Rule 5615(c) or Section 303A of the NYSE Listed Company Manual, and no single
individual or “group” of Company stockholders has greater than 50% of the voting power for the election of the Company’s
directors.

Notes to Financial Statements

June 30, 2020 and 2019 (unaudited)

Note B - Summary of Significant Accounting
Policies

2 - Revenue recognition, page F-26

14. You have determined that Medice
is a related party and that the License Agreement was transacted at arm's-length with the consideration therein determined to be
at fair value. Please tell us how the representation as to arm's length fair value was substantiated. Refer to ASC 850-10-50-5.

 Response: In response to the Staff’s comment, the Company has deleted the disclosure referencing an
arm’s length transaction with Medice in the Registration Statement on pages 62, 68 and F-24.

General

15. Please supplementally provide us
with copies of all written communications, as defined in Rule 405 under the Securities Act, that you or anyone authorized to do
so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain
copies of the communications.

 Response: The Company respectfully advises the Staff that it has not yet distributed or provided any written
communications to any potential investors and will make available to the Staff, on a confidential basis under separate cover, copies
of all written communications presented to potential investors in reliance on Section 5(d) of the Securities Act and further advises
the Staff that it will collect copies of any such materials from potential investors.

16. The graphic that precedes the table
of contents suggests that ADAIR is an approved reformulation that is clinically effective. Please revise to remove any statements
that suggest the safety and efficacy of your candidates, as these determinations are the exclusive authority of the FDA or other
regulators. In addition, the graphic includes a large amount of text. Text in this context should be used only to the extent necessary
to explain briefly the visuals in the presentation and should not overwhelm the visual presentation. Also, the graphics should
not include extensive narrative text that repeats information already contained in the summary or business sections. For guidance,
refer to Question 101.02 of Compliance Disclosure of our Securities Act Forms Compliance and Disclosure Interpretations and revise
accordingly.

 Response: In response to the Staff’s comment, the Company has revised the graphics throughout the Registration Statement.

17. We note your cautionary statements
concerning the representations, warranties and covenants made in agreements filed as exhibits to the registration statement. Disclosure
regarding an agreement's representations, warranties and covenants in a registration statement (whether through incorporation by
reference or direct inclusion) constitutes a disclosure to investors, and you are required to consider whether additional disclosure
is necessary in order to put the information contained in, or otherwise incorporated into that publication, into context so that
such information is not misleading. Please refer to Report of Investigation Pursuant to Section 21(a) of the Securities Exchange
Act of 1934 and Commission Statement on potential Exchange Act Section 10(b) and Section 14(a) liability, Exchange Act Release
No. 51283 (Mar. 1, 2005). If you continue to use these cautionary statements in your registration statement, please revise them
to remove any implication that the agreements do not constitute disclosure under the federal securities laws and to clarify that
you will provide additional disclosure to the extent that you are or become aware of the existence of any material facts that are
required to be disclosed under the federal securities laws and that might otherwise contradict the representations, warranties
and covenants contained in the agreements and will update such disclosure as required by federal securities laws.

 Response: In response to the Staff’s comment, the Company has revised the cautionary statements concerning
the representations, warranties and covenants in the agreements included as exhibit

United States securities and exchange commission logo
October 8, 2020
David Baker
Chief Executive Officer
Vallon Pharmaceuticals, Inc.
Two Logan Square
100 N. 18th Street, Suite 300
Philadelphia, PA 19103
Re:Vallon Pharmaceuticals, Inc.
Draft Registration Statement on Form S-1
Submitted September 11, 2020
CIK No. 0001824293
Dear Mr. Baker:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Company Overview, page 1
1.We refer to your statements that you intend to pursue a section 505(b)(2) approval
pathway, and that this path may expedite the development of your programs. Please
expand your explanation of this process so that investors understand the steps necessary to
achieve FDA approval using this process. Please similarly revise the pipeline table to
identify the steps necessary for regulatory approval. Additionally, identify and describe
the studies and results you intend to rely on, including the identification of the parties that
performed the studies. Please also disclose whether the FDA has given any indication that
you may use such pathway for ADAIR.

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 October 8, 2020 Page 2
 FirstName LastNameDavid Baker
Vallon Pharmaceuticals, Inc.
October 8, 2020
Page 2
2.We note your statements that you completed a pivotal bioequivalence study of ADAIR as
well as a food effect study and a proof-of-concept intranasal human abuse potential study.
Please clarify whether these were clinical studies and if so, the phase of clinical testing to
which these studies correlate. Please also disclose the number of patients that participated
in each study and each study's primary endpoints.
3.Please disclose the value of the 33,750,000 shares of common stock that were exchanged
for the ADAIR assets.
The Offering, page 6
4.You indicate at the top of page seven that unless otherwise indicated, all information in
this prospectus reflects or assumes a reverse stock split of your common stock to be
effected prior to the closing of this offering.  Please address the following:
•To the extent you intend to effect the split prior to the effectiveness of your
registration statement, we remind you that you must revise your financial statements
presented to reflect the stock split in accordance with ASC 260-10-55-12 and SAB
Topic 4C. Also, ensure your auditor revises its report on page F-2 to reference
the stock split and dual-date its opinion in accordance with PCAOB AU 530.05; and
•If the reverse stock split will occur after effectiveness of your registration statement
but prior to the consummation of this offering, please expand your pro forma
earnings per share information in your Summary and Selected Financial Data to
clarify the nature of this pro forma information.

Use of Proceeds, page 53
5.Please revise your disclosure in this section to specify which candidates will be advanced
with the proceeds of the offering and which clinical trials will be funded. Please indicate
how far you expect the proceeds from the offering will allow you to proceed in the clinical
development of your product candidates.  If the anticipated proceeds from your offering
will not be sufficient to complete those trials, please disclose the amount and sources of
other funds needed.
Controls and Procedures, page 74
6.We note your disclosures regarding disclosure controls and procedures and internal
controls over financial reporting.  Please expand your disclosures and related risk factors
to address the following:
•Disclose the fact that you are not currently required to provide these assessments;
•Revise to clarify, if true, that you performed an assessment of your internal control
over financial reporting which is a separate assessment from disclosure controls and
procedures; and
•Identify the version of the COSO framework you used to evaluate the effectiveness of
your internal control over financial reporting, if you performed one.

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 October 8, 2020 Page 3
 FirstName LastName
David Baker
Vallon Pharmaceuticals, Inc.
October 8, 2020
Page 3
Business
ADHD Condition and Impact, page 80
7.Please revise to disclose the bases for the figures in the table at the top of page 81.
Existing Treatment Options, page 81
8.In the table on page 81, please provide the percentage of prescriptions that are immediate-
release and extended-release tablets and capsules. Please also disclosure what portion of
the $9 billion U.S. market for ADHD treatment was immediate-release ADHD treatments
that your products are targeting.
Our Solutions, page 85
9.We note the disclosure in the financial statement footnotes that you have completed three
Phase 1 clinical trials. Please disclose the specific results from all prior and ongoing trials,
including the duration of each trial, the number of subjects or patients in such trials, how
the drug candidates were administered, who conducted and/or sponsored the trials, the
dosages used, and all serious adverse events that were experienced, including
the number of patients that experienced such SAEs. With respect to the disclosure of each
such trial, state the primary and secondary endpoints and whether they were met.
Intellectual Property, page 93
10.With respect to those patents that have been issued, please indicate the type of patent
protection in each instance, be it composition of matter, use, or process.
Medice License Agreement, page 93
11.We note your reference here to low double-digit royalties. Please revise your disclosure to
narrow the royalty range to no more than ten percentage points (for example, between
twenty and thirty percent). Also disclose the duration of the royalty obligation and discuss
the termination provisions of the license agreement.
Whitaker Consulting Agreement, page 104
12.Please disclose the terms on the options to purchase common stock that were granted to
Dr. Whitaker in October 2018 and May 2020.
Principal Stockholders, page 110
13.We note that members of the board of directors and management will control
approximately 58.4% of the voting power. Please tell us whether you may be a controlled
company under applicable exchange listing standards, and, if so, whether you will use
related exemptions to governance rules under those standards.

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 October 8, 2020 Page 4
 FirstName LastName
David Baker
Vallon Pharmaceuticals, Inc.
October 8, 2020
Page 4
Notes to Financial Statements
June 30, 2020 and 2019 (unaudited)
Note B - Summary of SIgnificant Accounting Policies
2 - Revenue recognition, page F-26
14.You have determined that Medice is a related party and that the License Agreement was
transacted at arm's-length with the consideration therein determined to be at fair value.
Please tell us how the representation as to arm's length fair value was substantiated.  Refer
to ASC 850-10-50-5.
General
15.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
16.The graphic that precedes the table of contents suggests that ADAIR is an approved
reformulation that is clinically effective. Please revise to remove any statements that
suggest the safety and efficacy of your candidates, as these determinations are the
exclusive authority of the FDA or other regulators. In addition, the graphic includes a
large amount of text. Text in this context should be used only to the extent necessary to
explain briefly the visuals in the presentation and should not overwhelm the visual
presentation. Also, the graphics should not include extensive narrative text that repeats
information already contained in the summary or business sections. For guidance, refer to
Question 101.02 of Compliance Disclosure of our Securities Act Forms Compliance and
Disclosure Interpretations and revise accordingly.
17.We note your cautionary statements concerning the representations, warranties and
covenants made in agreements filed as exhibits to the registration statement. Disclosure
regarding an agreement's representations, warranties and covenants in a registration
statement (whether through incorporation by reference or direct inclusion) constitutes a
disclosure to investors, and you are required to consider whether additional disclosure is
necessary in order to put the information contained in, or otherwise incorporated into that
publication, into context so that such information is not misleading. Please refer to Report
of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934 and
Commission Statement on potential Exchange Act Section 10(b) and Section 14(a)
liability, Exchange Act Release No. 51283 (Mar. 1, 2005). If you continue to use these
cautionary statements in your registration statement, please revise them to remove any
implication that the agreements do not constitute disclosure under the federal securities
laws and to clarify that you will provide additional disclosure to the extent that you are or
become aware of the existence of any material facts that are required to be disclosed under
the federal securities laws and that might otherwise contradict the representations,
warranties and covenants contained in the agreements and will update such disclosure as

 FirstName LastNameDavid Baker
 Comapany NameVallon Pharmaceuticals, Inc.
 October 8, 2020 Page 5
 FirstName LastName
David Baker
Vallon Pharmaceuticals, Inc.
October 8, 2020
Page 5
required by federal securities laws.
            You may contact Gary Newberry at 202-551-3761 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Chris Edwards at 202-551-6761 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kaoru C. Suzuki, Esq.