Registration No. 333-
Washington, D.C. 20549
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARY
This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference herein contain, and anyinto this prospectus. You should also carefully read the information incorporated by reference into this prospectus, supplementincluding our financial statements, and the documents incorporated therein, may contain forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the 2021 Annual Report), as revised or supplemented by our Quarterly Reports on Form 10-Q and other documents we file with the SEC, regarding, among other things:
•the likelihood of our clinical trials and non-clinical studies demonstrating safety and efficacy of our product candidates, and other positive results;
•the timing of initiation of our future clinical trials, and the reporting of data from our completed, current and future preclinical and clinical trials;
•the size of the market opportunity for our product candidates;
•our plans relating to commercializing our product candidates, if approved, including the geographic areas of focus and sales strategy;
•the success of competing therapies that are or may become available;
•our estimates of the number of patients in the United States who suffer from ADHD or narcolepsy and the number of patients that will enroll in our clinical trials;
•the beneficial characteristics, safety and efficacy of our product candidates;
•the timing or likelihood of regulatory filings and approval for our product candidates;
•our ability to obtain and maintain regulatory approval of our product candidates;
•our plans relatingexhibits to the further development and manufacturingregistration statement of our product candidates, including ADMIR;which this prospectus forms a part.
•Unless the expected potential benefits of strategic collaborations with third parties, including MEDICE Arzneimittel GmbH & Co. KG, who is affiliated with one of our principal stockholders, SALMON Pharma GmbH (Salmon Pharma), and represented by one member of our board of directors, and our ability to attract collaborators with development, regulatory and commercialization expertise;
•existing regulations and regulatory developments in the United States, the European Union, and other geographic territories;
•our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available;
•our continued reliance on third parties to conduct additional clinical trials of our product candidates, and for the manufacture of our product candidates for preclinical studies and clinical trials;
•the need to hire additional personnel, and our ability to attract and retain such personnel;
•the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
•our financial performance;
•the sufficiency of our existing capital resources to fund our future operating expenses and capital expenditure requirements;
•the impacts of the COVID-19 pandemic on our operations;
•our expectations regarding the period during which we will qualifycontext indicates otherwise, as an emerging growth company under the JOBS Act;
•our anticipated use of our existing resources and the proceeds from this offering; and
•our ability to maintain the listing of our common stock on The Nasdaq Capital Market.
Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, or the Securities Act, do not protect any forward-looking statements that we make in connection with this offering. Any forward-looking statements that we makeused in this prospectus, speak onlythe terms “we,” “us,” “our,” “GRI,” the “Company” and similar designations refer to GRI Bio, Inc., formerly known as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.Vallon Pharmaceuticals, Inc., a Delaware corporation.
You should read this prospectus, any prospectus supplements and the documents incorporated by reference herein and therein, with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements.
Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
THE COMPANY
Company OverviewAbout GRI Bio, Inc.
We are a clinical-stage biopharmaceutical company primarily focused on discovering, developing, and commercializing innovative therapies that target serious diseases associated with dysregulated immune responses leading to inflammatory, fibrotic, and autoimmune disorders. Our goal is to be an industry leader in developing therapies to treat these diseases and to improve the developmentlives of patients suffering from such diseases.
Our lead product candidate, GRI-0621, is an oral inhibitor of type 1 Natural Killer T cells (“iNKT”). GRI-0621 is also an oral formulation of tazarotene, a synthetic RAR-beta and commercializationgamma selective agonist, that is approved in the United States for topical treatment of proprietary biopharmaceutical products.psoriasis and acne. As of March 31, 2024, it has been evaluated in over 1,700 patients as an oral product for up to 52-weeks. We are developing novel medications for central nervous system (CNS) disorders with a focus on abuse-deterrent medications. Our lead investigational product candidate, ADAIR, is a proprietary, abuse-deterrent oral formulation of immediate-release dextroamphetamine (the main active ingredient in Adderall®)GRI-0621 for the treatment of attention-deficit/hyperactivity disorder (ADHD)severe fibrotic lung diseases such as idiopathic pulmonary fibrosis (“IPF”), a life-threatening progressive fibrotic disease of the lung that affects approximately 140,000 people in the United States, with up to 40,000 new cases per year in the United States. Some estimate that IPF affects 3 million people globally. While there are currently two approved therapies for the treatment of lung fibrosis, neither has been associated with improvements in overall survival, and narcolepsy. However,both therapies have been associated with significant side effects leading to poor therapeutic adherence. In preliminary data from our trials to date with GRI-0621, and earlier trials with oral tazarotene, we have observed GRI-0621 to be well-tolerated and to inhibit iNKT cell activity in subjects. We and others have shown that activated iNKT are upregulated in IPF, primary sclerosing cholangitis, non-alcoholic steatohepatitis, alcoholic liver disease, systemic lupus erythematosus disease (“SLE”), multiple sclerosis (“MS”), ulcerative colitis patients, as described below, our SEAL study for ADAIR did not reach its primary endpoint, and there is no assurance that ADAIR will receive approval by thewell as other indications. In these patients activated iNKT cells are correlated with more severe disease.
The U.S. Food and Drug Administration (the FDA). In addition to ADAIR, we completed formulation development work and selected the final formulation ofhas cleared our second product candidate, ADMIR, an abuse deterrent formulation of methylphenidate (Ritalin®Investigational New Drug (“IND”), application for GRI-0621 for the treatment of ADHD.
In the future,IPF and we plan to useevaluate GRI-0621 in a randomized, double-blind, multi-center Phase 2a biomarker study, for which we commenced enrollment in December 2023. We expect topline results from this trial to be available in the second half of 2024.
Our product candidate portfolio also includes GRI-0803 and a proprietary library of 500+ compounds. GRI-0803, the lead molecule selected from the library, is a novel oral agonist of type 2 Natural Killer T cells. We are developing GRI-0803 for the treatment of autoimmune disorders, with much of our abuse deterrent platform technologypreclinical work in SLE or lupus and MS. In lupus, the immune system mistakenly attacks its own healthy tissues, especially joints and skin, but can affect almost every organ and tissue of the body. The condition can be fatal, and often causes debilitating bouts of fatigue and pain that prevent nearly half of adult patients from working. Lupus affects between 160,000 - 200,000 patients in the United States, with around 80,000 – 100,000 patients in the United States suffering from kidney nephritis, one of the most serious manifestations of SLE, typically within five years of diagnosis. There is no cure for lupus, but medical interventions and lifestyle changes can help control it. SLE treatment consists primarily of immunosuppressive drugs that inhibit the activity of the immune system. Only two drugs have been approved for lupus in the past 50 years, and new treatment options are sorely needed. Subject to develop other products that have potential for abuseIND clearance, we intend to evaluate GRI-0803 in their current formsa Phase 1a and will continue business development activities and seek partnering, licensing, merger and acquisition opportunities or other transactions1b trial initially targeting SLE. We expect to further develop our pipeline and drug-development capabilities.
For more information about our company, please referfile an IND with respect to other documents that we have filed with the SEC and that are incorporated by reference into this prospectus, as listed under the heading “Incorporation of Certain Information by Reference.”
Recent Developments
The SEAL study (Study to Evaluate the Abuse Liability, Pharmacokinetics, Safety and Tolerability of an Abuse-Deterrent d-Amphetamine Sulfate Immediate Release Formulation), is our pivotal intranasal human abuse liability study
assessing the pharmacodynamics (PD), pharmacokinetics (PK), safetyPhase 1a and tolerability of snorting professional laboratory-manipulated ADAIR 30 mg when compared to crushed d-amphetamine sulfate and placebo in recreational drug users. ADAIR was prepared for snorting by a pharmacist using a multi-step technique that had been developed by a professional laboratory and agreed upon by the FDA. The SEAL study enrolled 55 subjects, of whom 53 completed the study and 52 were included1b trial in the final analysis. The study involved a four-way crossover designfirst half of 2024. We will continue to evaluate professionally manipulated, intranasal ADAIR 30 mg, crushed intranasal dextroamphetamine, ADAIR 30 mg taken orally, and placebo. All subjects were non-dependent recreational stimulant users with an additional history of recreational intranasal drug use.
The SEAL study did not meet its primary endpoint, which was Emax Drug Liking. ADAIR scored similarlyindications to what was observed in an earlier proof-of-concept study, however, reference dextroamphetamine did not score as high as expected and as seen in the previous study, thus driving the lack of statistical significance.
We are continuing to assessselect the best path forwardfit for further development of the ADAIR and ADMIR development programs. In addition, we have engaged Ladenburg Thalmann & Co. Inc. (Ladenburg) to evaluateprogram, but our strategic alternatives with the goal of maximizing shareholder value. Ladenburg has been engaged to advise usinitial focus is on the strategic review process, which could include, without limitation, exploring the potential for a possible merger, business combination, investment into the Company, or a purchase, license or other acquisition of assets. In the meantime, and in conjunction with the exploration of strategic alternatives, we are streamlining our operations in order to preserve our capital and cash resources.lupus.
Summary of Risks Associated with Our BusinessAdditional Information
Our abilityFor additional information related to execute on our business strategy is subjectand operations, please refer to a number of risks, which are discussed more fully in the “Risk Factors” section of this prospectus, applicable prospectus supplements and in our 2021 Annual Report filed with the SEC andreports incorporated herein by reference. You should carefully consider these risks before making an investment in our common stock. These risks include, among others, the following:
•we are a clinical-stage company with no approved products and a lack of operating history, which makes it difficult to assess our future viability;
•we do not currently have any drug products for sale, and only two products currently under development, ADAIR and ADMIR, neither of which has completed clinical trials or received regulatory approval;
•we may not receive regulatory approval for ADAIR or any future product, suchreference, as ADMIR, or its or their approvals may be further delayed, which would have a material adverse effect on our business and financial condition;
•our SEAL study for ADAIR, which is our pivotal intranasal human abuse liability study assessing the pharmacodynamics (PD), pharmacokinetics (PK), safety and tolerability of snorting professional laboratory-manipulated ADAIR 30 mg when compared to crushed d-amphetamine sulfate and placebo in recreational drug users, failed to reach its primary endpoint;
•our prospects currently depend significantly on the success of ADAIR, which is still in clinical development, and we may not be able to generate revenues from ADAIR;
•if serious adverse or unacceptable side effects are identified during the development of ADAIR or any potential future products, including ADMIR, we may need to abandon or limit our development of some of such product;
•if ADAIR, or any other future product, such as ADMIR, does receive regulatory approval but we do not achieve broad market acceptance, the revenues that we generate from sales will be limited;
•we have not generated any significant revenue, and will likely incur future losses and negative cash flow, and it is uncertain if or when we will become profitable;
•we will require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce or cease our operations;
•if we are unable to establish sales, marketing, and distribution capabilities or to enter into agreements with third parties to market and sell ADAIR or any future product we may develop, such as ADMIR, we may not be successful in commercializing such products if and when they are approved;
•we will continue to incur significant costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives;
•even if ADAIR or any future product we may develop, such as ADMIR, receives marketing approval, we will continue to face extensive regulatory requirements and such products may still face future development and regulatory difficulties; and
•the potential effects of COVID-19 on our manufacturing activities, preclinical and clinical programs and business.
Emerging Growth Company
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). We will remain an emerging growth company until the earliest of the end of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter, (ii) the end of the fiscal year in which we have total annual gross revenues of $1.07 billion or more during such fiscal year, (iii) the date on which we issue more than $1 billion in non-convertible debt in a three-year period, or (iv) the end of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement fileddescribed under the Securities Act.
Corporate Information
We were originally incorporated as a Delaware corporation under the name Vallon Pharmaceuticals, Inc. On April 21, 2023, we completed a reverse merger with GRI Bio, Inc., a Delaware corporation incorporated in the State of Delaware in January 2018,May 2009 under the name Glycoregimmune, Inc., and completedchanged our organization, formation and initial capitalization activities effective as of June 7, 2018. name to “GRI Bio, Inc.”
Our executiveprincipal offices are located at 100 N. 18th Street, Suite 300, Philadelphia, PA 19103. Our2223 Avenida de la Playa, #208, La Jolla, CA 92037, and our telephone number is (267) 607-8255, and our email address is info@vallon-pharma.com.(619) 400-1170. Our website address is https://www.vallon-pharma.com. Thewww.gribio.com. Our website and the information contained on, or that can be accessed through, our website isshall not be deemed to be incorporated by reference in, and are not considered part of, this prospectusprospectus. You should not rely on any such information in making your decision whether to purchase our common stock.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and is not incorporated by reference. We have includedall amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are available free of charge through the investor relations page of our website address herein solely as an inactive textual reference.soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
The Offering
This prospectus is part of a registration statement on Form S-3 that we filed with the SEC utilizing a “shelf” registration process. Under this process, we may sell any combination of the securities describedAll brand names or trademarks appearing in this prospectus are the property of their respective holders. Use or display by us of other parties’ trademarks, trade dress, or products in onethis prospectus is not intended to, and does not, imply a relationship with, or more offeringsendorsements or sponsorship of, us by the trademark or trade dress owners.
The Securities We May Offer Under This Prospectus
We may offer shares of our common stock, preferred stock, various series of debt securities and warrants to purchase any of such securities, or units to purchase any combination thereof, with a total value of up to a total dollar amount$75,000,000 from time to time under this prospectus, together with any applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by market conditions at the time of $XX million.the offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer to sella type or series of securities under this prospectus, we will provide a prospectus supplement containingthat will describe the specific information about theamounts, prices and other important terms of that offering. the securities, including, to the extent applicable:
•designation or classification;
•aggregate principal amount or aggregate offering price;
•maturity, if applicable;
•original issue discount, if any;
•rates and times of payment of interest or dividends, if any;
•redemption, conversion, exchange or sinking fund terms, if any;
•conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange;
•ranking;
•restrictive covenants, if any;
•voting or other rights, if any; and
•important United States federal income tax considerations.
The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus. To the extent that any informationprospectus or in documents we provide in ahave incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is inconsistent with informationnot registered and described in this prospectus at the informationtime of the effectiveness of the registration statement of which this prospectus forms a part.
We may sell the securities directly to investors or through underwriters, dealers or agents. We, and our underwriters or agents, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters or agents, we will include in the applicable prospectus supplement will modifysupplement:
•the names of those underwriters or supersede this prospectus. You should read both thisagents;
•applicable fees, discounts and commissions to be paid to them;
•details regarding over-allotment options, if any; and
•the estimated net proceeds to us.
This prospectus and anymay not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement together with the additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.”supplement.
You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement. We have not authorized anyone to provide you with different information. We are not offering the securities in any jurisdiction where the offering is prohibited. You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference is truthful or complete at any date other than the date mentioned on the cover page of those documents.
RISK FACTORS
Investing in our securities involves a high degree of risk. The prospectus supplement applicable to each offering of our securities will contain a discussion ofYou should carefully review the risks applicable to an investment in our securities. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussedand uncertainties described under the heading “Risk Factors”“Risk Factors” contained in the applicable prospectus supplement together with all ofand any related free writing prospectus, and under similar headings in the other information contained ordocuments that are incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q and other documents that we file with the SEC, which are incorporated herein by reference as described ininto this prospectus, underbefore deciding whether to purchase any of the heading “Where You Can Find More Information”.securities being registered pursuant to the registration statement of which this prospectus forms a part. The risks and uncertainties we have described in such documentsthese risk factors are not the only risks that we face.ones facing us. Additional risks and uncertainties not presently known to usof which we are currently unaware or thatwhich we currently deemconsider to be immaterial may also become important factors that affect us. You should read the section entitled “Special Note Regarding Forward-Looking Statements” below for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this prospectus. If any of these risks occur, our operations.business, financial condition or results of operations could be materially and adversely affected. In that case, the value of our common stock could decline, and you may lose some or all of your investment.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as, but not limited to “anticipate,” “aim,” “believe,” “contemplate,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “pro forma,” “project,” “seek,” “should,” “suggest,” “strategy,” “target,” “will,” “would,” and similar expressions or variations thereof are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this prospectus. Additionally, statements concerning future matters are forward-looking statements. These statements include, among other things, statements regarding:
•our history of losses and need for additional capital to fund our operations, our inability to obtain additional capital on acceptable terms, or at all, our ability to continue as a going concern, and our need to liquidate if we fail to obtain adequate funding, which could result in our stockholders receiving no value for their investment;
•our ability to remain listed on The Nasdaq Capital Market, particularly in light of our current non-compliance with The Nasdaq Stock Market LLC’s (“Nasdaq”) $1.00 bid price rule and Nasdaq’s currently applicable stockholders’ equity requirements;
USE OF PROCEEDS•our limited operating history and the difficulties encountered by a small developing company;
Except as otherwise provided•expected restructuring-related cash outlays, including the timing and amount of those outlays;
•the timing of initiation of planned clinical trials;
•the timing of any planned INDs or New Drug Applications;
•plans to research, develop, and commercialize current and future product candidates;
•the ability to enter into new collaborations, and to fulfill obligations under any such collaboration agreements;
•the clinical utility, potential benefits, and market acceptance of product candidates;
•commercialization, marketing, and manufacturing capabilities and strategy;
•the ability to identify additional products or product candidates with significant commercial potential;
•developments and projections relating to the Company’s competitors and their industries;
•the impact of government laws and regulations;
•the Company’s ability to protect its intellectual property position;
•estimates regarding future revenue, expenses, capital requirements, and need for additional financing;
•any statements about the effect, or potential effect, of the previous reverse stock split of our common stock;
•statements of belief and any statement of assumptions underlying any of the foregoing; and
•other factors detailed under the section titled “Risk Factors.”
Although forward-looking statements in this prospectus reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” contained in the applicable prospectus supplement relatingand any related free
writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus, including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC. Readers are urged not to a specific offering,place undue reliance on these forward-looking statements, which speak only as of the date made. We file reports with the Securities and Exchange Commission (the “SEC”), and our electronic filings with the SEC (including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports) are available free of charge on the SEC’s website at www.sec.gov.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this prospectus, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this prospectus, the applicable prospectus supplement and the documents incorporated by reference into this prospectus, which disclosures are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
USE OF PROCEEDS
Unless we intendinform you otherwise in the applicable prospectus supplement, we expect to use theany net proceeds from the sale of securities by us under this prospectusoffering for general corporate purposes, which may includeincluding working capital capital expenditures, research and development expenditures, clinical trial expenditures, commercial expenditures, acquisitions of new technologies, products or businesses,other general and investments. Additional information on theadministrative purposes. We may also use ofany net proceeds from this offering for acquisitions of complementary products, technologies or businesses, but we do not have any agreements or commitments for any specific acquisitions at this time. We have not reserved or allocated specific amounts for any of these purposes and we cannot specify with certainty how we will use any net proceeds, and the saletiming and amount of securities by us underour actual expenditures will be based on many factors, including, among others, cash flows from operations and any growth of our business. Our management will have broad discretion in applying any net proceeds of this prospectus may be set forthoffering. Until the funds are used as described above, we intend to invest any net proceeds from this offering in the prospectus supplement relating to the specific offering.interest bearing, investment grade securities.
PLAN OF DISTRIBUTION
We may sell the securities covered by this prospectus in anyfrom time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of three ways (or in any combination):
•these methods. We may sell the securities to or through one or more underwriters or dealers;
•dealers, through agents, or directly to one or more purchasers; or
•through agents.
purchasers. We may distribute the securities:
•securities from time to time in one or more transactions transactions:
•at a fixed price or prices, which may be changed from time to time;changed;
•in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, atmarket prices prevailing at the time of sale or sale;
•at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;prices; or
•at negotiated prices.
Each time we offer andWe may also sell equity securities covered by this prospectus, we will provideregistration statement in an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price on or through the facilities of the Nasdaq Capital Market or any other securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the time of sale. Such at the market offerings, if any, may be conducted by underwriters acting as principal or agent.
•A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the method of distribution and set forth the terms of the offering including:of the securities, including, to the extent applicable:
•the name or names of any underwriters, dealers or agents;
•the amounts of securities underwritten or purchased by each of them;agents, if any;
•the purchase price of the securities and the proceeds we will receive from the sale;
•any optionover-allotment options under which underwriters may purchase additional securities from us;
•any agency fees or underwriting discounts or commissions or agency fees and other items constituting underwriters’agents’ or agents’underwriters’ compensation;
•theany public offering price of the securities;price;
•any discounts commissions or concessions allowed or reallowed or paid to dealers; and
•any securities exchange or market on which the securities may be listed.
Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any overallotment or other option. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changedchange from time to time. We may determine the price or other terms of the securities offered under this prospectus by use of an electronic auction. We will describe how any auction will determine the price or any other terms, how potential investors may participate in the auction and the nature of the obligations of the underwriter, dealer or agent in the applicable prospectus supplement.
Underwriters or dealers may offer and sell the offered securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. If underwriters or dealers are used in the sale of any securities, the securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions described above. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters or dealers. Generally, the underwriters’ or dealers’ obligations to purchase the securities will be subject to certain conditions precedent. The underwriters or dealers will be obligated to purchase all of the securities if they purchase any of the securities, unless otherwise specified in the prospectus supplement. We may use underwriters with whom we have a material relationship. We will describe the nature of any such relationship in the prospectus supplement, naming the underwriter.underwriter, the nature of any such relationship.
We may sell the securities directly or through agents we designate from time to time. The prospectus supplementWe will name any agent involved in the offer oroffering and sale of the securities, and we will describe any commissions we will pay to them. Generally, anythe agent in the
prospectus supplement. Unless the prospectus supplement states otherwise, our agent will be actingact on a best effortsbest-efforts basis for the period of its appointment.
We may authorize underwriters, dealersagents or agentsunderwriters to solicit offers by certain purchaserstypes of institutional investors to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. TheWe will describe the conditions to these contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we must pay for solicitation of these contracts.contracts in the prospectus supplement.
Agents, dealersWe may provide agents and underwriters may be entitledwith indemnification against civil liabilities related to indemnification by us against certain civil liabilities,this offering, including liabilities under the Securities Act, or to contribution with respect to payments whichthat the agents dealers or underwriters may be requiredmake with respect to make in respect thereof.these liabilities. Agents dealers and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
All securities we may offer, other than common stock, will be new issues of securities with no established market for such securities.trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.
Any underwriter may engage in over-allotment,overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act). Over-allotmentbids. Overallotment involves sales in excess of the offering size, which create a short position. This short sales position may involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount not greater than the underwriters’ over-allotment option to purchase additional securities in the relevant offering. The underwriters may close out any covered short position either by exercising their over-allotment option or by purchasing securities in the open market. To determine how they will close the covered short position, the underwriters will consider, among other things, the price of securities available for purchase in the open market, as compared to the price at which they may purchase securities through the over-allotment option. Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that, in the open market after pricing, there may be downward pressure on the price of the securities that could adversely affect investors who
purchase securities in the offering. Stabilizing transactions permit bids to purchase the underlying security for the purpose of fixing the price of the security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. These transactions may be effected on any exchange or over-the-counter market or otherwise.
Any underwriters or agents who are qualified market makers on a national securities exchangethe Nasdaq Capital Market may engage in passive market making transactions in our common stock, preferred stock, warrants, purchase contracts, debtthe securities and units, as applicable on a national securities exchangethe Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.
Similar to other purchase transactions, an underwriter’s purchase to cover the syndicate short sales or to Passive market making may stabilize the market price of ourthe securities may have the effect of raising or maintaining the market price of our securities or preventing or mitigatingat a decline in the market price of our securities. As a result, the price of our securities may be higher than the pricelevel above that which might otherwise existprevail in the open market. The imposition of a penalty bid might also have an effect on the price of the securitiesmarket and, if it discourages resales of the securities.
Neither we nor any underwriter makes any representation or prediction as to the effect that the transactions described above may have on the price of the securities. If such transactions are commenced, they may be discontinued without notice at any time.
THE SECURITIES WE MAY OFFER
We may offer and sell, at any time and from time to time:
•shares of our common stock;
•shares of our preferred stock;
•warrants to purchase shares of our common stock, preferred stock and/or debt securities;
•debt securities consisting of debentures, notes or other evidences of indebtedness;
•purchase contracts for the purchase or sale of (i) debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities, (ii) or any combination of the foregoing as specified in the applicable prospectus supplement, (iii) currencies, or (iv) commodities;
•units consisting of a combination of the foregoing securities; or
•any combination of these securities.
The terms of any securities we offer will be determined at the time of sale. We may issue debt securities that are exchangeable for and/or convertible into common stock or any of the other securities that may be sold under this prospectus. When particular securities are offered, a supplement to this prospectus will be filed with the SEC, which will describe the terms of the offering and sale of the offered securities.
DESCRIPTION OF COMMON STOCK
The following is a summary of the rights of our common and preferred stock and some provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, and of the Delaware General Corporation Law (DGCL). This summary is not complete. For more detailed information, please see our amended and restated certificate of incorporation and amended and restated bylaws, which are filed as exhibits to the registration statement, of which this prospectus is a part, as well as the relevant provisions of the DGCL.
Outstanding SharesDESCRIPTION OF CAPITAL STOCK
General
Our restated certificateauthorized capital stock consists of incorporation authorizes us to issue up to 260,000,000 shares, 250,000,000 of which is designated as common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 6,812,836 shares of common stock, outstanding, held by eight stockholderspar value $0.0001 per share, and 10,000,000 shares of record. This figure does notpreferred stock, par value $0.0001 per share, all of which shares of preferred stock are undesignated. Unless otherwise noted, all references to the share and per share amounts below reflect the number of beneficial owners of sharesone-for-seven reverse stock split of our common stock as a single stockholdereffected on January 29, 2024.
As of record often holdsMay 1, 2024, 3,774,488 shares in nominee name (also referred to as, in “street name”) on behalf of multiple beneficial owners.common stock and no shares of preferred stock were outstanding and held by 17 stockholders of record.
Voting RightsCommon Stock
The holders of shares of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of our common stock do not have any cumulative voting rights.
Dividends Rights
Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors (the “Board”) out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock.
Liquidation Rights Our common stock has no preemptive rights, conversion rights, or other subscription rights or redemption or sinking fund provisions.
In the event of our liquidation, dissolution or winding up, holders of our common stock will beare entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock.
Preferred Stock
The Board has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to be issued by us in this offering will be, when issuedfix the rights, preferences, privileges and paid for, validly issued, fully paidrestrictions thereof. These rights, preferences and non-assessable.
No Preemptive or Similar Rights
Holders of our common stock have no preemptiveprivileges could include dividend rights, conversion rights, or other subscriptionvoting rights, and there are noterms of redemption, orliquidation preferences, sinking fund provisions applicable toterms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock.
Outstanding Stock Options
As The issuance of December 31, 2021, we had outstanding options to purchase 708,790 sharesour preferred stock could adversely affect the voting power of holders of common stock atand the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a weighted average exercise pricechange in control of $3.60 per share.the Company or other corporate action. No shares of preferred stock are issued or outstanding, and we have no present plan to issue any shares of preferred stock.
Outstanding Warrants
In February 2021, in connection with our initial public offering, we grantedPursuant to the underwritersSecurities Purchase Agreement, dated as of December 13, 2022 (the “Bridge SPA”), on April 21, 2023, the warrants (the Underwriters’ Warrants) to purchase an aggregate of 112,500357,854 shares of commonsGRI Operations, Inc.’s (formerly GRI Bio, Inc.) common stock (the “Bridge Warrants”) held by Altium Growth Fund, LP (“Altium”) were exchanged for the warrants to purchase an aggregate of 60,227 shares of common stock with an initial exercise price equal to $103.11 per share (the “Exchange Warrants”). The Exchange Warrants were exercisable at any time on or after the applicable issuance date and have a term of 60 months from the date all shares underlying the Exchange Warrants are freely tradable. The exercise price of the Exchange Warrants was subject to adjustment for splits and similar recapitalization events. As of the date hereof, the Exchange Warrants have been fully exercised on a cashless basis.
Pursuant to the Securities Purchase Agreement, dated December 31, 2022 (the “Equity SPA”), on May 8, 2023, the Company issued to Altium (i) Series A-1 Warrants to purchase 181,316 shares of common stock with an initial exercise price of $94.57 per share, (ii) Series A-2 Warrants to purchase 163,185 shares of common stock with an initial exercise price of $103.18 per share (all of which have since been exercised) and (iii) Series T Warrants to purchase (x) 116,353 shares of common stock at an exercise price of $10.00$85.96 per share.share and (y) if the Series T Warrants are exercised in full by paying the Aggregate Exercise Price (as defined therein) in cash, an additional amount of Series A-1 Warrants and Series A-2 Warrants, each to purchase 116,353 shares of common stock at their respective exercise price (collectively, the “Equity Warrants”). The UnderwritersSeries A-1 Warrants have a five-year term of 60 months
from the date all shares underlying the Series A-1 Warrants are freely tradable, and werethe Series A-2 Warrants and Series T Warrants have a term of 24 months from the date all shares underlying the Series A-2 Warrants and Series T Warrants, respectively, are freely tradable. The Company may force the exercise of the Series T Warrants only subject to the satisfaction of certain equity conditions. These equity conditions include a requirement that shares of our common stock have a reported weighted average price of at least $64.47 per share for the periods set forth in the Series T Warrants. The equity conditions for the forced exercise of the Series T Warrants are not exercisablecurrently met. As of May 1, 2024, all of the Series A-2 Warrants had been exercised.
The Equity SPA, Exchange Warrants and Equity Warrants also contain (or contained) customary 4.99%/9.99% beneficial ownership limitations, and Altium will be prohibited from receiving shares of our common stock from escrow or upon exercise of any Exchange Warrants or Equity Warrants, as applicable, to the extent that immediately prior to August 12, 2021. Allor after giving effect to receipt of these shares, Altium, together with its affiliates or other attribution parties would beneficially own more than 4.99%/9.99%, as applicable, of the Underwriters’total number of shares of our common stock then issued and outstanding. In that situation, the escrow agent will hold the shares in excess of the ownership limitation in abeyance for the benefit of the Investor pending compliance with the beneficial ownership limitation.
Additionally, the Equity Warrants have a cashless exercise provision providing that if on any trading day following the earlier of (i) 240 days following the closing of the merger with Vallon or (ii) the deadline under the registration rights agreement for having a registration statement registering the applicable underlying warrant shares for resale declared effective (such earlier date, the “Trigger Date”), a registration statement covering the resale of the warrant shares that are the subject of an exercise notice is unavailable, such Equity Warrant may be exercised on a cashless basis and receive shares of common stock pursuant to the formula therein. The Series A-2 Warrants also have an alternate cashless exercise provision providing that if on any trading day following the Trigger Date, the weighted average price of the common stock is less than 90% of the exercise price of the Series A-2 Warrants, then the holder of the Series A-2 Warrant may exercise the Series A-2 Warrants on a cashless basis and receive one share of common stock for each underlying Series A-2 Warrant share. The exercise price of the Series A-1 Warrants is subject to adjustment for certain dilutive issuances, including adjustment pursuant to which the exercise price may be further reduced by the value of the warrants issued in this offering as set forth and further described in the Series A-1 Warrants, and the exercise prices and number of shares issuable upon exercise of the Equity Warrants are outstandingsubject to adjustment for reverse stock splits and similar recapitalization events. The Equity Warrants also contain certain rights with regard to asset distributions and fundamental transactions.
Pursuant to the Securities Purchase Agreement, dated as of December 31, 2021.February 1, 2024 (the “Purchase Agreement”), we agreed to issue and sell, in a public offering, (i) 330,450 shares of common stock (the “Shares”), (ii) 4,669,550 pre-funded warrants exercisable for an aggregate of 4,669,550 shares of common stock (the “Pre-Funded Warrants”), (iii) 5,000,000 Series B-1 common warrants exercisable for an aggregate of 5,000,000 shares of common stock (the “Series B-1 Common Warrants”), and (iv) 5,000,000 Series B-2 common warrants exercisable for an aggregate of 5,000,000 shares of common stock (the “Series B-2 Common Warrants,” and together with the Series B-1 Common Warrants, the “Series B Warrants”). The securities were offered in combinations of (a) one Share or one Pre-Funded Warrant, together with (b) one Series B-1 Common Warrant and one Series B-2 Common Warrant, for a combined purchase price of $1.10 (less $0.0001 for each Pre-Funded Warrant).
Subject to certain ownership limitations, the Warrants are exercisable upon issuance. Each Pre-Funded Warrant is exercisable for one share of Common Stock at a price per share of $0.0001 and does not expire. Each Series B-1 Common Warrant is exercisable into one share of common stock at a price per share of $1.10 for a five-year period after February 6, 2024, the date of issuance. Each Series B-2 Common Warrant is exercisable into one share of common stock at a price per share of $1.10 for an 18-month period after February 6, 2024, the date of issuance. In connection with the issuance of the securities pursuant to the Purchase Agreement, the exercise price of the Series A-1 Warrants was reduced to par, or $0.0001, per share pursuant to the terms of the Series A-1 Warrants.
As of May 1, 2024, there were a total of (i) 414,022 shares of common stock directly or indirectly underlying the Equity Warrants (including (a) 297,669 shares of common stock underlying Series A-1 Warrants to purchase shares of common stock, 181,316 of which are issuable upon exercise of such Series A-1 Warrants and 116,353 of which are issuable upon exercise of Series T Warrants, assuming that the Series T Warrants have been exercised in full by paying the Aggregate Exercise Price in cash and (b) 116,353 shares of common stock underlying Series A-2
Warrants to purchase shares of common stock. which Series A-2 Warrants are issuable upon exercise of the Series T Warrants, assuming the Series T Warrants have been exercised in full by paying the aggregate exercise price in cash), (ii) 1,871,000 shares of common stock directly or indirectly underlying the Pre-Funded Warrants and (iii) 10,000,000 shares of common stock directly or indirectly underlying the Series B Warrants.
Registration Rights
Salmon PharmaAltium is entitled to rights with respect to the registration of the shares of common stock held by it or issuable to it under the Securities Act. These rights are provided under the terms of an investor’sa registration rights agreement between usthe Company and Salmon Pharma.Altium. The investor’sregistration rights agreement includes piggybackrequires the Company to file a resale registration rights. All fees, costsstatement (the “Resale Registration Statement”) with respect to the maximum number of shares of common stock held by or issuable to Altium pursuant to the Equity Warrants and expenses of underwritten registrations under this agreement will be borne by usthe Exchange Warrants (the “Registrable Securities”) within 15 business days after a demand for registration is made pursuant to the Registration Rights Agreement.
Subject to limited exceptions, if the Company fails to file and all selling expenses, including estimated underwriting discountsobtain and selling commissions, will be borne by the holdersmaintain effectiveness of the shares being registered.
PiggybackResale Registration Rights
Pursuant toStatement(s) required under the investor’sregistration rights agreement, if we register anythen the Company shall be obligated to pay to each affected holder of our securities, Salmon Pharma is entitledRegistrable Securities an amount equal to include their shares in the registration; provided that Salmon Pharma accepts the terms1.5% of the underwriting as agreed upon between us and the underwriters, and then onlyaggregate purchase price of such holder’s Registrable Securities whether or not included in such quantity asResale Registration Statement on the underwriters in their sole discretion determine will not jeopardize the success of the offering. Subject to certain exceptions contained in the investor’s rights agreement, we and the underwriters may terminate or withdraw any registration initiated before the effective date of such failure and 1.5% on every thirtieth day thereafter (pro-rated for periods of less than 30 days) until the date such failure is cured.
On October 13, 2023, we filed a registration in our sole discretion.
statement on Form S-3 for the offer and resale of the Registrable Securities, as amended by a Pre-Effective Amendment No. 1 to Form S-3 on Form S-1, filed on December 4, 2023, which was declared effective by the SEC on December 15, 2023.Indemnification
Our investor’sThe registration rights granted in the registration rights agreement containsare subject to customary cross-indemnification and contribution provisions, under which we are obligated to indemnify holders of registrable securitiesRegistrable Securities in the event of material misstatements or omissions in the registration statementResale Registration Statement(s) attributable to us,the Company, and they are obligated to indemnify usthe Company in an amount not to exceed the net proceeds to such holder as a result of the sale of Registrable Securities pursuant to such registration statement for material misstatements or omissions in the Resale Registration Statement(s) attributable to them.them in reliance upon and in conformity with written information furnished to the Company by such holders expressly for use in connection with such Registration Statement.
Expiration of Registration Rights
The registration rights affordedCompany must use its reasonable best efforts to Salmon Pharmamaintain the effectiveness of the Resale Registration Statement until the earlier of (i) the date as of which Altium may sell all of the Registrable Securities covered by the applicable Resale Registration Statement(s) without restriction or limitation pursuant to Rule 144 and without the investor’s rights agreement terminate uponrequirement to be in compliance with Rule 144(c)(1) (or any successor thereto) or (ii) the earlier to occur of (i) such time after consummationdate on which Altium has sold all of the initial public offering of our common stock as Rule 144 or another similar exemption underRegistrable Securities covered by the Securities Act is available for the sale of all of Salmon Pharma’s shares without limitation during a three-month period without registration, or (ii) February 10, 2024, the third anniversary of the initial public offering of our common stock.applicable Resale Registration Statement(s).
Anti-Takeover Effects of our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware Law
Our Amended and Restated Certificate of Incorporation, as amended (the “Amended and restated certificateRestated Certificate of incorporationIncorporation”) and amendedour Amended and restated bylawsRestated Bylaws (the “Amended and Restated Bylaws”) include a number of provisions that may have the effect of delaying, deferring or preventing another party from acquiring control of usthe Company and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directorsthe Board rather than pursue non-negotiated takeover attempts. These provisions include the items described below.
Board Composition and Filling Vacancies
Our amendedAmended and restated certificateRestated Certificate of incorporationIncorporation provides for the division of our board of directorsthe Board into three classes serving staggered three-year terms, with one class being elected each year. Our amendedAmended and restated certificateRestated Certificate of incorporation alsoIncorporation provides that directors may be removed only for cause and then only by the affirmative vote of the holders of two-thirds or more of the shares then entitled to vote at an election of directors. Furthermore, any vacancy on our board of directors,the Board, however occurring, including a vacancy resulting from an increase in the size of our board of directors,the Board, may only be filled by the affirmative vote of a majority of our directors then in office even if less than a quorum. The classification of directors, together with the limitations on removal of directors and treatment of vacancies, has the effect of making it more difficult for stockholders to change the composition of our board of directors.the Board.
No Written Consent of Stockholders
Our amendedAmended and restated certificateRestated Certificate of incorporationIncorporation provides that all stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of a meeting. This limit may lengthen the amount of time required to take stockholder actions and would prevent the amendment of our bylawsAmended and Restated Bylaws or removal of directors by our stockholders without holding a meeting of stockholders.
Meetings of Stockholders
Our amendedAmended and restated certificateRestated Certificate of incorporationIncorporation and amendedAmended and restated bylawsRestated Bylaws provide that only ourthe Company’s chief executive officer, chairmanchairperson of the board,Board, and a majority of the members of our board of directorsthe Board then in office may call special meetings of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders. Our amendedAmended and restated bylawsRestated Bylaws limit the business that may be conducted at an annual meeting of stockholders to those matters properly brought before the meeting.
Advance Notice Requirements
Our amendedAmended and restated bylawsRestated Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to ourthe Company’s corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at ourthe Company’s principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our amendedAmended and restated bylawsRestated Bylaws specify the requirements as to form and content of all
stockholders’ notices. notices to stockholders. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.
Amendment to Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
Any amendment of our amendedAmended and restated certificateRestated Certificate of incorporationIncorporation must first be approved by a majority of our board of directors,the Board, and if required by law or our amendedAmended and restated certificateRestated Certificate of incorporation,Incorporation, must thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment and a majority of the outstanding shares of each class entitled to vote thereon as a class, except that the amendment of the provisions relating to removal of our directors, and the amendment of our amendedAmended and restated bylawsRestated Bylaws must be approved by not less than 66 2/3% of the outstanding shares entitled to vote on the amendment. Our amendedAmended and restated bylawsRestated Bylaws may be amended by the affirmative vote of a majority of the directors then in office, subject to any limitations set forth in the amendedour Amended and restated bylaws;Restated Bylaws; and may also be amended by the affirmative vote of 66 2/3%3% of the outstanding shares entitled to vote on the amendment.
Preferred Stock
Our Amended and Restated Certificate of Incorporation provides for 10,000,000 authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable the Board to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise. For
example, if in the due exercise of its fiduciary obligations, the Board were to determine that a takeover proposal is not in the best interests of our stockholders, the Board could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our Amended and Restated Certificate of Incorporation grants the Board broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of Common Stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of the Company.
Choice of Forum
Our amendedAmended and restated certificateRestated Certificate of incorporationIncorporation provides that unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any state law claim for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, and employees to usthe Company or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL,Delaware General Corporation Law (the “DGCL”), our amendedAmended and restated certificateRestated Certificate of incorporationIncorporation or our amendedAmended and restated bylaws,Restated Bylaws, or (iv) any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein, or the Delaware Forum Provision.therein. This choice of forum provision does not preclude or contract the scope of exclusive federal jurisdiction for any actions brought under the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the Delaware Forum Provision doesexclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, and the Company doeswe do not intend for the exclusive forum provision to apply to Exchange Act claims. 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. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. Additionally, this Delaware Forum Provision doeschoice of forum provision will not apply to claims as to which the Court of Chancery of the State of Delaware does not have subject matter jurisdiction.
Our amendedAmended and restated certificateRestated Certificate of incorporationIncorporation further provides that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
In addition, our amendedAmended and restated certificateRestated Certificate of incorporation,Incorporation provides that any person or entity purchasing or otherwise acquiring any interest in shares of our common stockCommon Stock is deemed to have notice of and consented to the foregoing provisions; provided, however, that stockholders cannot and will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.
Section 203 of the Delaware General Corporation Law
We are subject to the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:
•before the stockholder became interested, ourthe board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by
persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or
•at or after the time the stockholder became interested, the business combination was approved by ourthe board of directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
Section 203 defines a “business combination”business combination to include:
•any merger or consolidation involving the corporation and the interested stockholder;
•any sale, transfer, lease, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
•subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
•subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and
•the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
In general, Section 203 defines an “interested stockholder”interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Listing
Our common stock is listed on The Nasdaq Capital Market under the trading symbol “VLON”.“GRI.”
Transfer Agent and Registrar
TheOur transfer agent and registrar for our common stock is Broadridge FinancialCorporate Issuer Solutions, Inc. The transfer agent and registrar’s address is 51 Mercedes Way, Edgewood, NY 11717.
DESCRIPTION OF PREFERRED STOCKDEBT SECURITIES
The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement shall control.
We are authorized to issue up to 10,000,000 shares of preferred stock with a par value of $.0001 per share. As of December 31, 2021, there were no shares of our preferred stock outstanding.
Our board of directors may without further action by our stockholders,sell from time to time, directin one or more offerings under this prospectus, debt securities, which may be senior or subordinated. We will issue any such senior debt securities under a senior indenture that we will enter into with a trustee to be named in the issuancesenior indenture. We will issue any such subordinated debt securities under a subordinated indenture, which we will enter into with a trustee to be named in the subordinated indenture. We have filed forms of preferred stockthese documents as exhibits to the registration statement of which this prospectus forms a part. We use the term “indentures” to refer to either the senior indenture or the subordinated indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939 (the “Trust Indenture Act”) as in effect on the date of the indenture. We use the term “debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.
The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities.
General
Each indenture provides that debt securities may be issued from time to time in one or more series and atmay be denominated and payable in foreign currencies or units based on or relating to foreign currencies. Neither indenture limits the timeamount of issuance fixdebt securities that may be issued thereunder, and each indenture provides that the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights,specific terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of our company or other corporate action.
If we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stockdebt securities shall be set forth in, the prospectus supplement foror determined pursuant to, an authorizing resolution and/or a supplemental indenture, if any, relating to such offering and will file a copy of the certificate establishing the terms of the preferred stock with the SEC. series.
We will describe in each prospectus supplement the following terms where applicable, relating to the preferred stock:a series of debt securities:
•the title and stated value;or designation;
•the numberaggregate principal amount and any limit on the amount that may be issued;
•the currency or units based on or relating to currencies in which debt securities of shares offered, the liquidation preference per sharesuch series are denominated and the purchase price;currency or units in which principal or interest or both will or may be payable;
•whether we will issue the series of debt securities in global form, the terms of any global securities and who the depositary will be;
•the maturity date and the date or dates on which principal will be payable;
•the interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the date or dates interest will be payable and the record dates for interest payment dates or the method for determining such dates;
•whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
•the terms of the subordination of any series of subordinated debt;
•the place or places where payments will be payable;
•our right, if any, to defer payment of interest and the maximum length of any such deferral period;
•the dividend rate(s), period(s) and/or payment date(s), or method(s)date, if any, after which, and the price at which, we may, at our option, redeem the series of calculation for such dividends;
•whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;debt securities pursuant to any optional redemption provisions;
•the procedures fordate, if any, auctionon which, and remarketing, if any;
•the provisions for aprice at which we are obligated, pursuant to any mandatory sinking fund if any;
•provisions or otherwise, to redeem, or at the provisions for redemption, if applicable;
•any listingholder’s option to purchase, the series of the preferred stock on any securities exchange or market;debt securities;
•whether the preferred stockindenture will be convertible intorestrict our common stockability to pay dividends, or our other securities and, if applicable, the conversion price (or how it will be calculated), the conversion period andrequire us to maintain any other terms of conversion (including any anti-dilution provisions, if any);asset ratios or reserves;
•whether the preferred stockwe will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated), the exchange period andrestricted from incurring any other terms of exchange (including any anti-dilution provisions, if any);
•voting rights, if any, of the preferred stock;additional indebtedness;
•a discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock;a series of debt securities;
•the relative rankingform of debt securities;
•the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and preferencesany integral multiple thereof;
•whether the debt securities will be convertible into shares of common stock or other securities and, if so, the terms and conditions upon which such debt securities will be so convertible, including the conversion price and the conversion period;
•if other than the principal amount thereof, the portion of the preferred stock as to dividend rights and rightsprincipal amount of debt securities which shall be payable upon liquidation, dissolution or winding updeclaration of our affairs;acceleration of the maturity thereof;
•any material limitations on issuanceadditional or different events of any classdefault or series of preferred stock ranking seniorrestrictive covenants provided for with respect to or on a parity with the series of preferred stock as to dividend rights and rights upon our liquidation, dissolution, or winding up;debt securities; and
•any other affirmative, negativespecific terms, preferences, rights or limitations of, or restrictions on, the debt securities.
We may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal income tax considerations and other covenantsspecial considerations applicable to any of these debt securities in the applicable prospectus supplement.
Conversion or contractual rightsExchange Rights
We will set forth in the prospectus supplement the terms, if any, on which might be attendant with the specifica series of preferred stock.
The preferreddebt securities may be convertible into or exchangeable for our common stock offered by this prospectus, when issued,or our other securities. We will not have,include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities that the holders of the series of debt securities receive would be subject to any preemptiveadjustment.
Consolidation, Merger or similar rights.
Transfer Agent and RegistrarSale; No Protection in Event of a Change of Control or Highly Leveraged Transaction
The indentures do not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer agent and registrar foror otherwise dispose of all or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate, satisfactory in form to the indenture trustee.
Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford holders of the debt securities protection in the event we have a change of control or in the event of a highly leveraged transaction (whether or not such transaction results in a change of control), which could adversely affect holders of debt securities.
Events of Default Under the Indenture
The following are events of default under the indentures with respect to any series of preferred stock will bedebt securities that we may issue:
•if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred;
•if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed;
•if we fail to observe or perform any other covenant set forth in eachthe debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable series; and
•if specified events of bankruptcy, insolvency or reorganization occur as to us.
No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time.
If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the debenture trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities of that series. Before a judgment or decree for payment of the money due has been obtained with respect to debt securities of any series, the holders of a majority in principal amount of the outstanding debt securities of that series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal, premium, if any, and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the applicable prospectus supplement.supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default.
Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that:
•the direction so given by the holder is not in conflict with any law or the applicable indenture; and
•subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:
•the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series;
•the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and
•the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer.
These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.
Modification of Indenture; Waiver
The debenture trustee and we may change the applicable indenture without the consent of any holders with respect to specific matters, including:
•to fix any ambiguity, defect or inconsistency in the indenture; and
•to change anything that does not materially adversely affect the interests of any holder of debt securities of any series issued pursuant to such indenture.
In addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the debenture trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) that is affected. However, the debenture trustee and we may make the following changes only with the consent of each holder of any outstanding debt securities affected:
•extending the fixed maturity of the series of debt securities;
•reducing the principal amount, reducing the rate of or extending the time of payment of interest, or any premium payable upon the redemption of any debt securities;
•reducing the principal amount of discount securities payable upon acceleration of maturity;
•making the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; or
•reducing the percentage of debt securities, the holders of which are required to consent to any amendment or waiver.
Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may on behalf of the holders of all debt securities of that series waive our compliance with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its
consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series or in respect of a covenant or provision, which cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected; provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.
Discharge
Each indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for obligations to:
•maintain a register;
•the transfer or exchange of debt securities of the series;
•replace stolen, lost or mutilated debt securities of the series;
•duly and punctually pay or cause to be paid amounts owing with respect to the debt securities;
•maintain paying agencies;
•hold monies for payment in trust;
•compensate and indemnify the trustee; and
•appoint any successor trustee.
In order to exercise our rights to be discharged with respect to a series, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, the premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange, and Transfer
We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series.
At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange or in the applicable indenture, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect to redeem the debt securities of any series, we will not be required to:
•issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
•register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.
Information Concerning the Debenture Trustee
The debenture trustee, other than during the occurrence and continuance of an event of default under the applicable indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the debenture trustee under such indenture must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.
We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check which we will mail to the holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the debenture trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or interest on any debt securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the security thereafter may look only to us for payment thereof.
Governing Law
The indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.
Subordination of Subordinated Debt Securities
Our obligations pursuant to any subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of senior indebtedness we may incur. It also does not limit us from issuing any other secured or unsecured debt.
DESCRIPTION OF STOCK WARRANTS
General
We may issue warrants to purchase shares of our common stock, preferred stock and/or debt securities in one or more series together with other securities or separately, as described in eachthe applicable prospectus supplement. Below is a description of certain general terms and provisions of the warrants that we may offer. Particular terms of the warrants will be described in the applicable warrant agreements and the prospectus supplement relating to the warrants.
The applicable prospectus supplement for the warrants.
We will describe in each prospectus supplementcontain, where applicable, the following terms where applicable,of and other information relating to the warrants:
•the specific designation and aggregate number of, and the price at which we will issue, the warrants;
•the currency or currency units in which the offering price, if any, and the exercise price are payable;
•the designation, amount and terms of the securities purchasable upon exercise of the warrants;
•if applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon exercise of the warrants;
•if applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise, of the warrants, and a description of that series of our preferred stock;
•if applicable, the exercise price for our debt securities, the amount of our debt securities to be received upon exercise, of the warrants, and a description of that series of debt securities;
•the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if the warrantsyou may not be continuously exercisedexercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants may be exercised;warrants;
•whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;
•any applicable material U.S. federal income tax or foreign tax consequences;
•the identity of the warrant agent for the warrants if any, and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;
•the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange or market;exchange;
•if applicable, the date from and after which the warrants and the common stock, preferred stock and/or debt securities will be separately transferable;
•if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
•information with respect to book-entry procedures, if any;
•the anti-dilution provisions of the warrants, if any;
•any redemption put or call provisions;
•whether the warrants are tomay be sold separately or with other securities as parts of units; and
•any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
Exercise of Warrants
Each warrant will entitle the holder to purchase the number of shares of common stock or preferred stock that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent.
Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the shares purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.
Governing Law
Unless we provide otherwise in the applicable prospectus supplement, the warrants and warrant agreements will be governed by and construed in accordance with the laws of the State of New York.
Enforceability of Rights by Holders of Warrants
Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
Transfer Agent and Registrar
The transfer agent and registrar for any warrants will be set forth in the applicable prospectus supplement.
Description of Outstanding Warrants
As of December 31, 2021, there were warrants
DESCRIPTION OF RIGHTS
General
We may issue rights to our stockholders to purchase 112,500 shares of our common stock, outstanding. See “preferred stock or the other securities described in this prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock or warrants, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights. We will provide in a prospectus supplement the following terms of the rights being issued:
•Descriptionthe date of Our Common Stock—Outstanding Warrants.”determining the stockholders entitled to the rights distribution;
•the aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;
•the exercise price;
•the aggregate number of rights issued;
•whether the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
•the date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will expire;
•the method by which holders of rights will be entitled to exercise;
•the conditions to the completion of the offering, if any;
•the withdrawal, termination and cancellation rights, if any;
•whether there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any;
•whether stockholders are entitled to oversubscription rights, if any;
•any applicable material U.S. federal income tax considerations; and
•any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights, as applicable.
Each right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or other securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement.
Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable, purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights Agent
The rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION OF DEBT SECURITIESUNITS
The following description, together with the additional information that we include in any applicable prospectus supplement,supplements summarizes the material terms and provisions of the debt securitiesunits that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securitiesunits that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offerseries of units in more detail in the applicable prospectus supplement. The terms of any debt securities we offerunits offered under a prospectus supplement may differ from the terms we describedescribed below.
We may issue debt securities from time to time, in one or more series, pursuant to an indenture that we will enter into with the trustee named in the indenture and the applicable prospectus supplement. The indenture will be qualified under the Trust Indenture Act of 1939, as amended (the Trust Indenture Act). We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporatedincorporate by reference from reports that we file with the SEC.SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The indenture will be subject to any amendments or supplements that we may enter into with the trustee named in the indenture. You should read the summary below, the applicable prospectus supplementfollowing summaries of material terms and the provisions of the applicable indenture and any related security documents, if any, in their entirety before investing in our debt securities.
The following summary of material provisions of the debt securities and the indenture isunits are subject to, and qualified in itstheir entirety by reference to, all of the provisions of the indentureunit agreement and any supplemental agreements applicable to a particular series of debt securities.units. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securitiesparticular series of units that we may offer under this prospectus, as well as any related free writing prospectuses and the complete indentureunit agreement and any supplemental agreements that containscontain the terms of the debt securities.units.
We will describe in each prospectus supplement the following terms, where applicable, relating to a series of debt securities:
•the title;
•the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding;
•any limit on the amount that may be issued;
•whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be;
•whether or not the debt securities are exchangeable for and/or convertible into common stock or any other securities;
•the maturity date;
•the principal amount due at maturity, and whether the debt securities will be issued with an original issue discount;
•whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;
•whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
•the terms of the subordination of any series of subordinated debt;
•the place where payments will be payable;
•restrictions on transfer, sale or other assignment, if any;
•our right, if any, to defer payment of interest and the maximum length of any such deferral period;
•the date, if any, after which the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemptions provisions;
•the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;
•whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;
•whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business;
•a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities;
•information describing any book-entry features;
•provisions for a sinking fund purchase or other analogous fund, if any;
•any provisions for payment of additional amounts for taxes and any provision for redemption, if we must pay such additional amount with respect to any debt security;
•whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986;
•the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;
•the terms on which a series of debt securities may be convertible into or exchangeable for our common stock, any other of our securities or securities of a third party, and whether conversion or exchange is mandatory, at the option of the holder or at our option;
•events of default;
•whether we and/or the debenture trustee may change an indenture without the consent of any holders;
•the form of debt security and how it may be exchanged and transferred;
•descriptions of the debenture trustee and paying agent, and the method of payments; and
•any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any additional events of default or covenants provided with respect to the debt securities, and any terms which may be required by us or advisable under applicable laws or regulations.
Specific indentures will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement that includes this prospectus, or as an exhibit to a report filed under the Exchange Act, incorporated by reference in this prospectus.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
•debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices or such securities;
•or any combination of the above as specified in the applicable prospectus supplement;
•currencies; or
•commodities.
Each purchase contract will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities, currencies or commodities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering the underlying currencies, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, currencies or commodities and any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.
The purchase contracts may require us to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or prefunded on some basis. The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations thereunder when the purchase contracts are issued. Our obligation to settle such pre-paid purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued under the applicable indenture.
DESCRIPTION OF UNITSGeneral
We may issue units comprisedconsisting of common stock, preferred stock, one or more debt securities, warrants or rights for the purchase of the other classes ofcommon stock, preferred stock and/or debt securities described in this prospectusone or more series, in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each security included security.in the unit. The units may be issuedunit agreement under unit agreements to be entered into between us andwhich a unit agent, as detailedis issued may provide that the securities included in the prospectus supplement relating to the units being offered. unit may not be held or transferred separately, at any time or at any time before a specified date.
We will describe in eachthe applicable prospectus supplement the following terms where applicable, relating toof the units:series of units being offered, including:
•the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances thethose securities comprising the units may be held or transferred separately;separately;
•a descriptionany provisions of the terms of anygoverning unit agreement governing the units;that differ from those described below; and
•a description of theany provisions for the issuance, payment, settlement, transfer or exchange of the units;units or of the securities comprising the units.
•a discussionThe provisions described in this section, as well as those set forth in any prospectus supplement or as described under “Description of material federal income tax considerations,Common Stock,” “Description of Preferred Stock,” “Description of Debt Securities,” “Description of Warrants” and “Description of Rights” will apply to each unit, as applicable, and to any common stock, preferred stock, debt security, warrant or right included in each unit, as applicable.
Unit Agent
The name and address of the unit agent, if applicable; and
•whether theany, for any units if issued as a separate security,we offer will be issuedset forth in fully registeredthe applicable prospectus supplement.
Issuance in Series
We may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or global form.relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law
The descriptionsor otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the units in this prospectus and in any prospectus supplement are summaries of the material provisions of the applicablerelated unit agreements. These descriptions do not restate those unit agreements in their entirety and may not contain all the information that you may find useful. We urge you to read the applicable unit agreements because they, and not the summaries, define your rights as holders of the units. For more information, please review the forms of the relevant unit agreements, which will be filed with the SEC promptly after the offering of units and will be available as described in the section titled “Where You Can Find More Information.”
LEGAL OWNERSHIP OF SECURITIES
We can issue securities in registered formagent or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee, depository or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities.
As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered is recognized as the holder of that security. Securities issued in global form will be registeredany other unit, enforce by appropriate legal action its rights as holder under any security included in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in a book-entry security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders, of the securities.
Street Name Holders
We may terminate a global security or issue securities in non-global form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.
For securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.unit.
For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so.
Special Considerations for Indirect Holders
If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:
•how it handles securities payments and notices;
•whether it imposes fees or charges;
•how it would handle a request for the holders’ consent, if ever required;
•whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;
•how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and
•if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
Global Securities
A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.
Each security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, the Depository Trust Company, or DTC, will be the depositary for all securities issued in book-entry form.
A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under “—Special Situations When a Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations for Global Securities
As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.
If securities are issued only in the form of a global security, an investor should be aware of the following:
•An investor cannot cause the securities to be registered in his or her name and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below.
•An investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above.
•An investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form.
•An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective.
•The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. We and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way.
•The depositary may, and we understand that DTC will, require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well.
•Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When a Global Security Will Be Terminated
In a few special situations described below, the global security will terminate, and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own name, so that they will be direct holders. We have described the rights of holders and street name investors above.
The global security will terminate when the following special situations occur:
•if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;
•if we notify any applicable trustee that we wish to terminate that global security; or
•if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.
The applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
LEGAL MATTERS
Unless otherwise specifiedindicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities coveredoffered by this prospectus, and any supplement thereto, will be passed upon for us by Thompson Hine LLP, New York, New York. In addition, counsel that will be named in the applicable prospectus supplement will pass upon the validity of any securities offered under the applicable prospectus supplement for any underwriters or agents.Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., San Diego, California.
EXPERTS
The balance sheetsfinancial statements of Vallon Pharmaceuticals,GRI Bio, Inc. as of and for the years ended December 31, 20212023 and 2020, and the related statements of operations and comprehensive loss, changes2022 included in stockholders’ equity (deficit), and cash flows for each of the years then ended,this registration statement have been audited by EisnerAmper LLP,Sadler, Gibb & Associates LLC, an independent registered public accounting firm, as stated in their report which is incorporatedappearing herein by reference, which(which report expresses an unmodified opinion and includes an explanatoryemphasis-of-matter paragraph disclosing substantial doubt about the Company’srelating to GRI’s ability to continue as a going concern. Such financial statements have been incorporated herein by referenceconcern), and are included in reliance onupon the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We provideThis prospectus is part of a registration statement we filed with the SEC and holdersSEC. This prospectus does not contain all of our common stock with annual reports containing audited financial statements and a report by our independent registered public accounting firm and make available quarterly reports containing selected unaudited financial data for the first three quarters of each fiscal year. The audited financial statements are preparedinformation set forth in accordance with U.S. GAAP, and those reports include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section for the relevant periods. You can read our SEC filings, including the registration statement atand the SEC’sexhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Any statement made in this prospectus or the applicable prospectus supplement concerning the contents of any contract, agreement or other document is only a summary of the actual contract, agreement or other document. If we have filed or incorporated by reference any contract, agreement or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract, agreement or other document is qualified by reference to the actual document. You should rely only on the information contained in the registration statement this prospectus, and the applicable prospectus supplement or the information incorporated by reference into this prospectus or the applicable prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov. that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC, including GRI. The address of the SEC website is www.sec.gov.
We also maintain a website at www.vallon-pharma.com. www.gribio.com. The information contained inon, or accessible fromthat can be accessed through, our website is not incorporated intoa part of this prospectus, or any prospectus supplement, and our reference to the inclusion ofaddress for our website address in the prospectus is solely asintended to be an inactive textual reference.reference only.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information that we file with the SEC,it, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC.documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedesand information incorporated by reference that we filedfile later with the SEC prior to the date ofwill automatically update and supersede this prospectus.information. We incorporate by reference into this prospectus the documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of this prospectus and prior to the time that we sell all of the securities offered by this prospectus or the earlier termination of the offering, and (2) after the date of the initial registration statement of which this prospectus isforms a part and prior to the effectiveness of the registration statement (except in each case the information orcontained in such documents listed below thatto the extent “furnished” and not “filed”). The documents we have filed with the SEC:are incorporating by reference as of their respective dates of filing are:
•our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 10, 2024; •our Current Reports on Form 8-K filed with the SEC on February 14, 2022January 8, 2024, February 28, 2022January 19, 2024, March 21, 2022January 30, 2024, March 30, 2022and April 22,2022February 2, 2024 (except for the information furnished under Items 2.02 or 7.01 and the exhibits thereto); and •the description of our common stock contained in our Registration Statementregistration statement on Form S-1,8-A filed with the SEC on October 23, 2020,February 8, 2021, including any amendments or reports filed for the purposepurposes of updating suchthis description. In addition, all reports an other documents (other than Current Reports furnished under Items 2.02 or 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of suchthe registration statement and all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering (excluding any information furnished rather than filed) shall be deemed to be incorporated by reference into this prospectus.
Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other informationprospectus and deemed to be “furnished” and not filed in accordance with SEC rules shall be incorporated by reference into this prospectus.
We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits to these documents. You should direct any requests for documents to Vallon Pharmaceuticals, Inc., 100 N. 18th Street, Suite 300, Philadelphia, PA 19103.
You also may access these filings on our website at www.vallon-pharma.com. Other than the SEC filings listed above or any supplement to this prospectus, no documents or other information on our website is incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus from the date of filing of such reports and documents. Notwithstanding the foregoing, we are not incorporating by reference any documents or portions thereof that are not deemed “filed” with the SEC, including any supplementinformation furnished pursuant to this prospectus.
Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus willherein shall be deemed to be modified superseded or replacedsuperseded for purposes of the registration statement of which this prospectus forms a part to the extent that a statement contained in this prospectusany subsequently filed document, which also is deemed to be incorporated by reference herein, modifies supersedes or replacessupersedes such statement.
You may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by calling us at (619) 400-1170 or by contacting: 2223 Avenida de la Playa, #208, La Jolla, CA 92037, Attn: Corporate Secretary. In addition, copies of any or all of the documents incorporated herein by reference may be accessed at our website at www.gribio.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus, and our reference to the address for our website is intended to be an inactive textual reference only.
$75,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
PROSPECTUS
, 2024
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEMItem 14. Other Expenses of Issuance and Distribution.
SetThe following table sets forth below is an estimate (except in the case of the SEC registration fee) of the amount of feesestimated costs and expenses, to be incurred in connection with the issuance and distribution of the offered securities registered hereby, other than underwriting discounts and commission, if any, incurredcommissions, payable by us in connection with the saleoffering of the offered securities.securities being registered. All suchthe amounts will be borne by Vallon Pharmaceuticals, Inc.shown are estimates, except for the SEC, registration fee.
| | | | | |
| Amount to be Paid |
| SEC registration fee | $ | 6,95311,070 | |
Legal fees and expensesFINRA filing fee (if applicable) | * |
| Accounting fees and expenses | * |
Printing expenses | * |
MiscellaneousLegal fees and expenses | * |
Transfer agent fees and expenses | * |
| Trustee fees and expenses | * |
| Printing and miscellaneous expenses | * |
| Total | $ | 6,953 | * |
________________________________
*These fees and expenses depend on the securities offered and the number of issuances, and accordingly cannot be estimated as of the date ofat this prospectus.time.
ITEMItem 15. Indemnification of Directors and Officers.
Section 145 of the DGCL provides thatDelaware General Corporation Law (“DGCL”) authorizes a corporation mayto indemnify any person who wasits directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he isthey have served or wasare currently serving as a director or officer employee or agent of the corporation, or serving at the request of the corporation in similar capacities, againstto a corporation. The indemnity may cover expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by himthe director or officer in connection with any such action, suit or proceeding if he actedproceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in good faithadvance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a manner he reasonably believed to be indirector or officer, or arising out of their status as such, whether or not opposed to the best interests of the corporation would have the power to indemnify the director or officer against such liability under Section 145.
We have adopted provisions in our amended and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action or suit by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court having jurisdiction shall determine that such person is fairly and reasonably entitled to indemnity.
Pursuant to Section 102(b)(7) of the DGCL, Article X of ourrestated certificate of incorporation eliminatesand our amended and restated bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to the Companyus or itsour stockholders for monetary damages for such aor breach of fiduciary duty as a director, except for liabilities arising (i) from liability for:
•any breach of the director’s duty of loyalty to the Companyus or our stockholders, (ii) from actsstockholders;
•any act or omissionsomission not in good faith or which involvethat involves intentional misconduct or a knowing violation of law, (iv) under Section 174 of the DGCL,law;
•any unlawful payments related to dividends or (v) from unlawful stock purchases, redemptions or other distributions; or
•any transaction from which the director derived an improper personal benefit.
Further,These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.
In addition, our amended and restated bylaws provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness)that:
•we will indemnify our directors, officers and, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reasonthe discretion of the fact that he or she is or was a director or an officerour board of the Company, or is or was serving at the Company’s request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Companydirectors, certain employees to the fullest extent authorizedpermitted by the DGCL, against all expense, liabilityas it now exists or may in the future be amended; and loss (including
•we will advance reasonable expenses, including attorneys’ fees, judgments, fines, ERISA excise taxesto our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or penalties and amounts paid in settlement) actually and reasonably incurred by such.on behalf of us, subject to limited exceptions.
We have entered into indemnification agreements with each of our directors, and officers, whichintend to enter into such agreements with our executive officers. These agreements provide that we will indemnify each of our directors, our executive officers and, at times, their affiliates to the fullest extent permitted by the
DGCL.Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary.
We have also obtained a directors’ and officers’ liability insurance policy which covers, among other things, certain liabilities arising under the Securities Act of 1933.
Item 16. Exhibits.
ITEM 16. Exhibits and Financial Statement Schedules.EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exhibit No. | | Description | | Filed Herewith | | Form | | Incorporated by Reference File No. | | Date Filed |
2.1Δ | | | | | | 8-K | | 001-40034 | | 12/13/2022 |
| 2.2 | | | | | | S-4/A | | 333-268977 | | 2/24/2023 |
| 3.1 | | | | | | 10-K | | 001-40034 | | 3/28/2024 |
| 3.2 | | | | | | 8-K/A | | 001-40034 | | 5/26/2023 |
| 4.1 | | | | | | S-1 | | 333-249636 | | 10/23/2020 |
| 4.2* | | Form of Senior Debt Security | | | | | | | | |
| 4.3* | | Form of Subordinated Debt Security | | | | | | | | |
| 4.4 | | | | X | | | | | | |
| 4.5 | | | | X | | | | | | |
| 4.6* | | Form of Warrant Agreement and Warrant Certificate | | | | | | | | |
| 4.7* | | Form of Rights Agreement and Right Certificate | | | | | | | | |
| 4.8* | | Form of Unit Agreement and Unit Certificate | | | | | | | | |
4.9Δ | | | | | | 8-K | | 001-40034 | | 12/13/2022 |
| 4.10 | | | | | | 8-K | | 001-40034 | | 12/13/2022 |
| 4.11 | | | | | | 8-K | | 001-40034 | | 7/26/2022 |
| 4.12 | | | | | | 8-K | | 001-40034 | | 12/13/2022 |
| 4.13 | | | | | | 8-K | | 001-40034 | | 12/13/2022 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exhibit No. | | Description | | Filed Herewith | | Form | | Incorporated by Reference File No. | | Date Filed |
| 4.14 | | | | | | S-4 | | 333-268977 | | 12/23/2022 |
| 4.15 | | | | | | S-4 | | 333-268977 | | 12/23/2022 |
| 4.16 | | | | | | S-4 | | 333-268977 | | 12/23/2022 |
| 4.17 | | | | | | S-4 | | 333-268977 | | 12/23/2022 |
| 4.18 | | | | | | S-4 | | 333-268977 | | 12/23/2022 |
| 4.19 | | | | | | S-4 | | 333-268977 | | 12/23/2022 |
| 4.20 | | | | | | S-4 | | 333-268977 | | 12/23/2022 |
| 4.21 | | | | | | S-4 | | 333-268977 | | 12/23/2022 |
| 4.22 | | | | | | S-4 | | 333-268977 | | 12/23/2022 |
| 4.23 | | | | | | S-4 | | 333-268977 | | 12/23/2022 |
| 4.24 | | | | | | S-4/A | | 333-268977 | | 1/27/2023 |
| 4.25 | | | | | | S-4/A | | 333-268977 | | 1/27/2023 |
| 4.26 | | | | | | 8-K | | 001-40034 | | 12/13/2022 |
| 4.27 | | | | | | 8-K | | 001-40034 | | 12/13/2022 |
| 4.28 | | | | | | S-4 | | 333-268977 | | 3/6/2023 |
| 4.29 | | | | | | S-1/A | | 333-249636 | | 1/14/2021 |
| 4.30 | | | | | | S-1/A | | 333-249636 | | 1/14/2021 |
| 4.31 | | | | | | S-1/A | | 333-276025 | | 1/31/2024 |
| 4.32 | | | | | | S-1/A | | 333-276025 | | 1/31/2024 |
| 4.33 | | | | | | S-1/A | | 333-276025 | | 1/31/2024 |
| 5.1 | | | | X | | | | | | |
| 23.1 | | | | X | | | | | | |
| 23.2 | | | | X | | | | | | |
| 24.1 | | | | X | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exhibit No. | | Description | | Filed Herewith | | Form | | Incorporated by Reference File No. | | Date Filed |
| 25.1** | | The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939 | | | | | | | | |
| 25. 2** | | The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939 | | | | | | | | |
| 107 | | | | X | | | | | | |
__________________
(a)*Exhibits
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated by Reference |
| Exhibit No. | | Description | | Form | | Date | | Number |
| 1.1* | | Underwriting Agreement | | | | | | |
| 4.1 | | | | 8-K | | 2/16/2021 | | 3.1 |
| 4.2 | | | | 8-K | | 2/16/2021 | | 3.2 |
| 4.3 | | | | 8-K | | 2/16/2021 | | 3.3 |
| 4.4 | | | | S-1 | | 10/23/2020 | | 4.1 |
| 4.5 | | | | S-1 | | 10/23/2020 | | 4.3 |
| 4.6* | | Certificate of Designation of Preferred Stock and Specimen Preferred Stock Certificate | |
| |
| |
|
| 4.7* | | Form of Securities Purchase Agreement | |
| |
| |
|
| 4.8* | | Form of Debt Indenture. | |
| |
| |
|
| 4.9* | | Form of Warrant Agreement and Warrant Certificate | |
| |
| |
|
| 5.1 | | | |
| |
| |
|
| 23.1** | | Consent of Thompson Hine LLP | |
| |
| |
|
| 23.2 | | | |
| |
| |
|
| 24.1*** | | | |
| |
| |
|
| 107 | | | |
| |
| |
|
__________________Unless otherwise indicated, exhibits are filed herewith.
* To be subsequently filed, by amendment, if applicable, by an amendment to this registration statement or as an exhibit topart of a reportCurrent Report on Form 8-K.
**To be subsequently filed, if applicable, under the electronic form type 305B2, if applicable.
ΔSchedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Act of 1934 and incorporated herein by reference.
** Included in Exhibit 5.1.
*** Included in the signature page of this registration statement.Commission.
ITEMItem 17. UndertakingsUndertakings.
(a) The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;1933, as amended (the “Securities Act”);
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation“Calculation of Filing Fee Tables ” or “Calculation of Registration Fee”Fee” table, as applicable, in the effective registration statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however,, that:that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this sectionabove do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for purposesthe purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)Rule 415(x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness andor the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided,thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;date.
(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)Any any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)Any any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)The the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)Any any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6)That, for purposes of determining any liability under the Securities Act, each filing of 1933:the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(i)(7)That for purposes of determining any liability under the Securities Act, (i) the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(l) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be a part of the registration statement as of the time it was declared effectiveeffective; and
(ii)each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offeringoffing of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(b)(8)The undersigned registrant hereby undertakes that,To file an application for purposesthe purpose of determining any liability under the Securities Act of 1933, each filingeligibility of the registrant’s annual report pursuanttrustee to act under subsection (a) of Section 13(a) or Section 15(d)310 of the Securities ExchangeTrust Indenture Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant toin accordance with the rules and regulations prescribed by the Commission under Section 15(d)305(b)(2) of the Securities Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to the the initial bona fide offering thereof.Trust Indenture Act.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(d)The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania,the City of La Jolla, State of California, on the 26th day of April, 2022.May 10, 2024.
| | | | | | | | |
VALLON PHARMACEUTICALS, | GRI BIO, INC. |
| | |
| By: | /s/ David BakerW. Marc Hertz, Ph.D. |
Name: | David Baker | W. Marc Hertz, Ph.D. |
Title | President and | Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, thatWe, the undersigned officers and directors of GRI Bio, Inc., hereby severally constitute and appoint W. Marc Hertz, Ph.D. and Leanne Kelly, and each person whose signature appears below constitutes and appoints David Baker, as his or herof them singly (with full power to each of them to act alone), our true and lawful attorney-in-factattorneys-in-fact and agent,agents, with the full power of substitution and resubstitution in each of them for himher or herhim and in hisher or herhis name, place orand stead, and in any and all capacities, to sign any and all amendments (including without limitation, post-effective amendments) to this registration statement (including post-effective amendments), and to sign(or any other registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act and all post-effective amendments thereto,of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-factattorneys-in-fact and agentagents, and each of them, full power and authority to do and perform each and every act and thing requisite andor necessary to be done in and about the premises, as fullyfull to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorney-in-factattorneys-in-fact and agent,agents or any of them or their or her or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| /s/ W. Marc Hertz, Ph.D. | | President, Chief Executive Officer and Director
(Principal Executive Officer) | | May 10, 2024 |
| W. Marc Hertz, Ph.D. | | |
| | | | |
| /s/ Leanne Kelly | | Chief Financial Officer
(Principal Financial and Accounting Officer) | | May 10, 2024 |
| Leanne Kelly | | |
| | | | |
| /s/ David Szekeres | | Director and Chairperson of the Board | | May 10, 2024 |
| David Szekeres | | |
| | | | |
| /s/ David Baker | | President and Chief Executive Officer
(Principal Executive Officer)
Director | | April 26, 2022May 10, 2024 |
| David Baker | | |
| | | | |
/s/ Leanne KellyRoelof Rongen | | Chief Financial Officer
(Principal Financial and Accounting Officer)
Director | | April 26, 2022May 10, 2024 |
Leanne KellyRoelof Rongen | | |
| | | | |
/s/ Joseph PayneCamilla V. Simpson, M.Sc. | | Director | | April 26, 2022May 10, 2024 |
Joseph Payne | | |
| | | | |
/s/ Richard Ammer | | Director | | April 26, 2022 |
Richard Ammer | | |
| | | | |
/s/ Marella Thorell | | Director | | April 26, 2022 |
Marella Thorell | | |
| | | | |
/s/ Meenu Karson | | Director | | April 26, 2022 |
Meenu KarsonCamilla V. Simpson, M.Sc. | | |
