GRI Bio (GRI) Registration Filing summary

Management team and governance

• President and CEO is W. Marc Hertz, Ph.D.; other key executives include Leanne Kelly (CFO), David Szekeres (Chairperson), David Baker, Roelof Rongen, and Camilla V. Simpson (Directors).

• Employment agreements are in place for key executives, including Marc Hertz, Leanne M. Kelly, and Vipin Kumar Chaturvedi, dated February 20, 2023.

• Amended and Restated Non-Employee Director Compensation Program and indemnification agreements are established.

Underwriters and syndicate

• H.C. Wainwright & Co., LLC serves as exclusive underwriter, agent, or advisor for offerings, with compensation including a 7% cash fee on gross proceeds (3% for ATM takedowns, 3.5% for insider participation).

• Wainwright receives warrants to purchase 7% of shares placed in each offering, with terms matching investor warrants but an exercise price at 125% of the offering price.

• Expense allowances include a 1% management fee, $25,000 for non-accountable expenses, and up to $100,000 for legal fees in public offerings.

• The engagement agreement with Wainwright was amended multiple times, most recently on December 5, 2025, extending the term by 12 months if an offering is consummated and removing the right of first refusal.

Offering details and pricing

• The registration statement is for a proposed public offering of securities, to commence as soon as practicable after effectiveness.

• Multiple forms of warrants and equity instruments are included as part of the offering structure.

• The offering is on a reasonable best efforts basis, with no guarantee of successful capital raise.