GRI Bio (GRI) Proxy Filing summary

Executive summary

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

• Two key proposals: a reverse stock split authorization and potential adjournment if more votes are needed.

• Board recommends voting in favor of both proposals to maintain Nasdaq listing and flexibility.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment 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: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

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

• Board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split even if approved by shareholders.

• No directors or executive officers have substantial interests in the reverse stock split beyond their shareholdings.

• Procedures for shareholder communications and director nominations for the 2026 Annual Meeting are outlined.