GRI BIO, Inc.

Item 1A. Risk Factors.

TheExcept as set forth below, there have been no material changes from the risk factors previously disclosed in the Annual Report.

The Nasdaq Stock Market LLC (Nasdaq) has adopted a new continued listing requirement that requires listed companies to maintain a Market Value of Listed Securities (MVLS) of at least $5 million, but the SEC has stayed approval of this requirement pending Commission-level review. If the requirement becomes effective, our failure to satisfy it for 30 consecutive business days would result in the immediate suspension of trading of our Common Stock and the initiation of delisting proceedings for our Common Stock from The Nasdaq Capital Market.

On July 22, 2026, the SECs Division of Trading and Markets, acting under delegated authority, approved Nasdaqs new MVLS continued listing requirement (the MVLS Requirement) requiring listed companies to maintain a Market Value of Listed Securities of at least $5 million. On July 29, 2026, the SEC stayed the approval order after receiving petitions for Commission-level review pursuant to Rule 431(e) of the SECs Rules of Practice, and the MVLS Requirement is not currently in effect. If the MVLS Requirement becomes effective, a company whose MVLS remains below $5 million for 30 consecutive business days will receive a Staff Delisting Determination, and its securities will be immediately suspended from trading and subject to delisting proceedings. The MVLS Requirement affords no cure or compliance period with respect to the suspension of trading. A company may appeal the delisting determination to the Nasdaq Hearings Panel (the Hearings Panel), but a timely request for a hearing will not automatically stay the suspension of trading pending the outcome of any appeal. The Hearings Panel may, in its discretion, grant an exception of up to 180 days for the company to demonstrate compliance with The Nasdaq Capital Markets initial listing requirements, which represent greater requirements than merely curing the specific MVLS deficiency. As of the date of this Quarterly Report, our MVLS is less than $5 million. There can be no assurance that the SEC will not ultimately approve the MVLS Requirement or that, if it becomes effective, we will be able to increase our MVLS above the required threshold, or at all.

If the MVLS Requirement becomes effective and our Common Stock is suspended and delisted from The Nasdaq Capital Market, it would materially and adversely affect our ability to raise additional capital on acceptable terms, or at all, the liquidity and trading price of our Common Stock, our ability to attract and retain qualified employees and business and strategic partners, and could result in a loss of confidence in us by investors, suppliers, customers and employees, any of which could have a material adverse effect on our business, financial condition and results of operations