Vallon Pharmaceuticals, Inc. (NASDAQ: VLON) (“Vallon” or the
“Company”) today announced that its stockholders have approved
Proposals 1, 2, 4 and 5, related to the previously announced
proposed merger with GRI Bio, Inc., a privately held biotechnology
company (“GRI Bio” or “GRI”), at a special meeting of stockholders
held on April 20, 2023 (the “Special Meeting”). Accordingly, at the
effective time of the merger, each share of GRI’s common stock,
will be automatically converted into the right to receive a number
of shares of Vallon’s common stock equal to the exchange ratio, as
calculated pursuant to the merger agreement. Based on a closing
price of Vallon’s common stock of $0.46 per share on April 20,
2023, the exchange ratio is 0.0374.At the Special Meeting, Vallon’s
stockholders also approved a reverse stock split of shares of
Vallon’s common stock at a ratio anywhere in the range of not less
than 1 new share for every 15 shares and not greater than 1 new
share for every 40 shares outstanding (the “Reverse Split”).
Vallon’s board of directors has set the Reverse Split ratio at
1-for-30, which will result in every 30 shares of Vallon common
stock being converted into one share of Vallon common stock.
David Baker, Chief Executive Officer of Vallon,
commented, “We are pleased and gratified that the majority of our
stockholders, through their votes in favor of the merger, see the
same potential with GRI Bio that Vallon and our board does. We look
forward to the future of the combined company and advancing a deep
pipeline with the potential to address shortcomings that exist with
current therapeutic treatments targeting inflammation and fibrosis
across a number of high-value indications.”
Approximately 67% of the Company’s total
outstanding shares were voted. Of the outstanding shares voted, 91%
voted in favor of Proposal 1; 90% voted in favor of Proposal 2; 84%
voted in favor of Proposal 3; 86% voted in favor of Proposal 4; and
89% voted in favor of Proposal 5. For the full voting results of
the special meeting of stockholders held on April 20, 2023, please
refer to the Form 8-K filed with the SEC. As previously announced,
in connection with the execution of the merger agreement, Altium
Capital (“Altium”) agreed to invest approximately $15 million at a
pre-money valuation of $75 million of which $2.5 million has
already been invested and an additional $12.25 million will be
invested coincident with the close of the merger. The combined
company is expected to use the proceeds from the financings to fund
the advancement of GRI Bio’s Natural Killer T (“NKT”) development
pipeline targeting multiple inflammatory, fibrotic and autoimmune
indications into mid-2024 with an initial focus on idiopathic
pulmonary fibrosis (“IPF”).
The closing of the merger is anticipated to take
place on April 21, 2023. The merger would result in a combined
company which will operate under the name “GRI Bio, Inc.” and will
focus on advancing GRI Bio’s innovative pipeline of NKT cell
modulators for the treatment of inflammatory, fibrotic and
autoimmune diseases.
The shares of Company common stock, previously
trading on The Nasdaq Capital Market through the close of business
on April 21, 2023 under the ticker symbol “VLON,” are expected to
commence trading on The Nasdaq Capital Market, on a post-Reverse
Split adjusted basis, under the ticker symbol “GRI”, effective
April 24, 2023.
About Vallon
Pharmaceuticals,
Inc.
Vallon is a clinical-stage biopharmaceutical
company, headquartered in Philadelphia, PA. The Company has been
focused on the development of new medications to help patients with
CNS disorders.
For more information about the company, please
visit www.vallon-pharma.com.
References and links to websites have been
provided for convenience, and the information contained on any such
website is not a part of, or incorporated by reference into, this
press release. Vallon is not responsible for the contents of
third-party websites.
About GRI Bio, Inc.
GRI Bio is a clinical stage biopharmaceutical
company focused on fundamentally changing the way inflammatory,
fibrotic and autoimmune diseases are treated. GRI’s therapies are
designed to target the activity of NKT cells, which are key
regulators earlier in the inflammatory cascade, to interrupt
disease progression and restore the immune system to homeostasis.
NKT cells are innate-like T cells that share properties of both NK
and T cells and are a functional link between the innate and
adaptive immune responses. Type I invariant NKT (“iNKT”) cells play
a critical role in propagating the injury, inflammatory response,
and fibrosis observed in inflammatory and fibrotic indications.
GRI’s lead program, GRI-0621, is an inhibitor of iNKT cell activity
and is being developed as a novel oral therapeutic for the
treatment of IPF, a serious disease with significant unmet need.
GRI is also developing a pipeline of novel Type 2 NKT agonists for
the treatment of systemic lupus erythematosus. Additionally, with a
library of over 500 proprietary compounds, GRI has the ability to
fuel a growing pipeline.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an
offer to buy or sell any securities, or a solicitation of any
proxy, consent, authorization, vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made, except by means of a
prospectus meeting the requirements of the U.S. Securities Act of
1933, as amended.Participants in the
Solicitation
Vallon and GRI Bio, and each of their respective
directors and executive officers and certain of their other members
of management, employees, and agents, may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transactions. Information about Vallon’s directors and
executive officers is included in Vallon’s filings with the SEC,
including Vallon’s Annual Report on Form 10-K for the year ended
December 31, 2022 (filed with the SEC on February 24, 2023) and the
registration Statement on Form S-4, which includes the proxy
statement/prospectus relating to the offer and sale of securities
of the Company issued in the merger (the “Proxy”). These documents
can be obtained free of charge from the source indicated above.
Forward Looking Statements
This press release contains “forward-looking
statements” within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “anticipate,” “believe,” “contemplate,” “could,”
“estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “target,” “aim,” “should,”
"will,” “would,” or the negative of these words or other similar
expressions. These forward-looking statements are based on Vallon’s
and GRI Bio’s current beliefs and expectations. Such
forward-looking statements include, but are not limited to,
statements regarding: the timing of the completion of the merger,
Vallon's and GRI Bio’s expectations with respect to financial
results, future performance, development and commercialization of
products and services, the initiation or completion of clinical
studies, the potential benefits and impact of GRI Bio's products
and services, potential regulatory approvals, anticipated financial
impacts and other effects of the merger and any financing, the
satisfaction or waiver of the closing conditions to the merger
agreement and pertinent securities purchase agreements, the timing
of the completion of the merger and any financing, the expected use
of proceeds from any financing, the expected timing for the launch
of Phase 2a biomarker study on GRI-0621 and Phase 1 study on
GRI-0803, the listing of the combined company’s common stock on
Nasdaq, and the size and potential growth of current or future
markets for the combined company's products and services. Actual
results may differ from the expectations, estimates and projections
expressed by Vallon and GRI Bio herein and consequently, you should
not rely on these forward-looking statements as predictions of
future events. These forward-looking statements are subject to
inherent uncertainties, risks and assumptions that are difficult to
predict, including, without limitation: (1) the ability of Vallon
and GRI Bio to meet the closing conditions in the Merger Agreement,
including due to failure to obtain approval of the stockholders of
Vallon and GRI Bio or certain regulatory approvals, or failure to
satisfy other conditions to closing in the merger agreement; (2)
the occurrence of any event, change or other circumstances,
including the outcome of any legal proceedings that may be
instituted against Vallon or GRI Bio following the announcement of
the merger agreement and the transactions contemplated therein,
that could give rise to the termination of the merger agreement or
could otherwise cause the transactions contemplated therein to fail
to close; and (3) other risks and uncertainties indicated from time
to time in the Proxy, including those under the heading “Risk
Factors” in the Proxy and in Vallon’s other filings with the SEC.
Forward-looking statements contained in this announcement are made
as of this date, and the Company undertakes no duty to update such
information except as required under applicable law.
Investor Contact:JTC Team,
LLCJenene Thomas(833) 475-8247vallon@jtcir.com
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