GRI Bio (GRI) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 15, 2026, to be held virtually for increased participation and efficiency.

• Stockholders of record as of December 19, 2025, are eligible to vote on the proposals.

• Proxy materials and annual report are available online and by request.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to amend the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-2 and 1-for-30, with the exact ratio set by the board.

• Proposal 2 requests approval to adjourn the meeting if more time is needed to solicit votes for Proposal 1.

• Board recommends voting FOR both proposals.

• Both proposals are considered routine, allowing brokers discretionary voting authority.

• Stockholder proposals for the 2026 Annual Meeting must be submitted by March 16, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board retains discretion to set the reverse split ratio or abandon the split if not deemed necessary.

• Board may consider market trends, stock price, and financial performance in its decision.

• Board and executive officers have no substantial interests in the reverse split beyond their shareholdings.

• Stockholders can communicate with the board via the Corporate Secretary.