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In this Proxy Statement, the words “Vallon,“GRI Bio,” the “Company,” “we,” “our,” “us” and similar terms refer to Vallon Pharmaceuticals,GRI Bio, Inc. unless the context indicates otherwise.

Set forth below are highlights of important information you will find in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

AC = Audit Committee; CC = Compensation Committee; NCGC = Nominating and Corporate Governance Committee

The following table summarizes our current Board structure and key elements of our corporate governance framework:

Our Board of Directors is soliciting your proxy to vote at our 20222023 Annual Meeting of Stockholders (Annual Meeting), which will take placeto be held at virtually, on Thursday, June 9, 2022Friday, July 7, 2023, at 9:11:00 a.m., Eastern Time, atand any adjournments or postponements of the offices of Thompson Hine, LLP, 335 Madison Avenue, 12th Floor, New York, NY 10017.meeting, which we refer to as the Annual Meeting. You received a Notice of Internet Availability of Proxy Materials because you owned shares of Vallonthe Company’s common stock at the close of business on April 14, 2022May 18, 2023 (Record Date), and that entitles you to vote at the Annual Meeting. The proxy materials describe the matters on which our Board of Directors would like you to vote and contain information that we are required to provide to you under the rules of the SEC when we solicit your proxy. As many of our stockholders may be unable to attend the Annual Meeting, proxies are solicited to give each stockholder an opportunity to vote on all matters that will properly come before the Annual Meeting. References in this Proxy Statement to the Annual Meeting include any adjournments or postponements of the Annual Meeting.

The information in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, beneficial owners of our common stock, corporate governance matters, the compensation of our directors and certain of our executive officers and other required information. Our Annual Report contains information about our business, our audited financial statements and other important information that we are required to disclose under the rules of the SEC.

The Notice of Internet Availability of Proxy Materials contains instructions on how to:

Our proxy materials are also available at http://www.proxyvote.com, where you will be asked to enter your 16 digit control number provided in the Notice of Internet Availability of Proxy Materials in order to access such materials.

Choosing to receive your future proxy materials or "Notice and Access" notification by email will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you revoke it.

Our Board of Directors recommends that you vote your shares as follows:

Most of our stockholders hold their shares as a beneficial owner through a broker, bank, trust or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Our Board of Directors does not intend to bring any other matters before the Annual Meeting, nor does it know of any matters which other persons intend to bring before the Annual Meeting. If, however, other matters not mentioned in this Proxy Statement properly come before the Annual Meeting, the persons named in the accompanying form of proxy will vote on such matters in accordance with the recommendation of our Board of Directors.

The following table sets forth the names and ages of all of our executive officers and directors as of April 20, 2022.May 18, 2023.

Biographical information regarding our executive officers as of April 20, 2022May 18, 2023 is set forth below. Our executive officers are appointed by our Board of Directors.

Chaturvedi has served on the board of directors of Vidur Discoveries, LLC, a consulting company, since 2009. Dr. Chaturvedi obtained his undergraduate degree in biology from the Kanpur University, India, his masters in biochemistry, molecular biology and immunology from the Institute of Medical Education & Research, India, and his Ph.D. in biochemistry from the Indian Institute of Science, India

Biographical information as of May 18, 2023 and the attributes, skills and experience of each director that timeled our nominating and corporate governance committee and our Board of Directors to determine that such individual should serve as a director are discussed below.

We believe that Mr. Baker’sBaker’ service as our President and Chief Executive Officer and his extensive expertise in the biotechnology industry qualifies him to serve as a member of our Board of Directors.

We believe that Mr. Rongen’s experience in the biopharmaceuticalsbiopharmaceutical industry and his in-depth understanding of our business, strategy and management team qualifies him to serve on our boardBoard of directors.Directors.

We believe Mr. Payne’sthat Ms. Simpson’s extensive experience serving as an executive, director and consultant in the biopharmaceuticals industry and as a chief executive officer of a biopharmaceutical company qualifies him to serve on our board of directors.

On August 6, 2021, the SEC approved amendments to the Listing Rules of theThe Nasdaq Stock Market related to board diversity. This New Listing Rule 5605(f) requires smaller reporting companies to have, or explain why it does not have, at least two members of its board of directors who are diverse, as defined under said rule, including at least one director who self-identifies as Female.female. The second diverse director may include an individual who self-identifies as one or more of the following: Female,female, LGBTQ+, or an Underrepresented Minority (as defined under Nasdaq Rule 5605(f)(1)).

The members of our nominating and corporate governance committee are Joseph PayneCamilla V. Simpson, M.Sc. and Meenu Karson,Roelof Rongen, who is the chair of the nominating and corporate governance committee.

We receive suggestions for potential director nominees from many sources, including members of our Board of Directors, advisors and stockholders. Any suggested director candidate, together with appropriate biographical information, should be submitted to the Chair of our nominating and corporate governance committee in the manner discussed below. Any candidates submitted by a stockholder or stockholder group are reviewed and considered in the same manner as all other candidates.

Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of our Board of Directors. However, minimum qualifications include high level leadership experience in business activities, breadth of knowledge about issues affecting our Company, experience on other boards of directors preferably public company boards, and time available for meetings and consultation on Company matters. Our nominating and corporate governance committee does not have a formal policy with regard to the consideration of diversity in identifying director candidates, but seeks a diverse group of candidates who possess the background, skills and expertise to make a significant contribution to our Board of Directors, to our Company and our stockholders. Candidates whose evaluations are favorable are recommended by our nominating and

corporate governance committee to the full Board of Directors for consideration. The full Board of Directors selects and recommends candidates for nomination as directors for stockholders to consider and vote upon at our annual meeting of stockholders.

PersonsGenerally, stockholders who have questions or concerns should contact our Investor & Media Relations team as indicated on the “Investors” section of on our website. However, persons wishing to write to our Board of Directors, or to a specified director or committee of our Board of Directors, should send correspondence to our Corporate Secretary at Vallon Pharmaceuticals,GRI Bio, Inc., 100 N. 18th Street,2223 Avenida de la Playa, Suite 300, Philadelphia, PA 19103.208, La Jolla, CA 92037. Electronic submissions of stockholder correspondence will not be accepted.

No member of our compensation committee has ever been an executive officer or employee of ours. None of our officers currently serves, or has served during the last completed fiscal year, on any other entity's board of directors, compensation committee or other committee serving an equivalent function that has one or more officers serving as a member of our Board of Directors or compensation committee.

Our nominating and corporate governance committee is responsible for overseeing our Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers or directors. We intend to disclose any future amendments to, or waivers from, our Code of Conduct in a Current Report on Form 8-K within four business days of the waiver or amendment, throughunless website posting or the issuance of a posting on our website.

Our management is responsible for preparing our financial statements and ensuring they are complete and accurate and prepared in accordance with generally accepted accounting principles. EisnerAmper LLP (Eisner Amper), our independent registered public accounting firm for 2021,2022, was responsible for performing an independent audit of our financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles. The audit committee is responsible for assisting our Board of Directors in overseeing the conduct of these activities by management and the independent auditor. In fulfilling its oversight responsibilities with respect to our audited financial statements for the year ended December 31, 2021,2022, the audit committee took the following actions:

Based on these reviews and discussions, the audit committee recommended to our Board of Directors that such audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20212022 for filing with the SEC. The audit committee also has appointed, subject to stockholder ratification, EisnerAmper as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

ADAIR in the licensed territory. Under the license agreement, Medice paid Vallon a minimal upfront payment and will pay milestone payments of up to $6.3 million in the aggregate upon first obtaining regulatory approval to market and sell ADAIR in any country, territory or region in the licensed territory and upon achieving certain annual net sales thresholds.

In January 2021, we entered into a Convertible Promissory Note Purchase Agreement with certain existing stockholders, including Salmon Pharma and David Baker, our Chief Executive Officer, pursuant to which we issued convertible promissory notes (2021 Convertible Notes) for cash proceeds of $350,000. The 2021 Convertible Notes bear an interest rate of 7.0% per annum, non-compounding, and had a maturity date of September 30, 2021. The 2021 Convertible Notes were convertible into shares of our capital stock offered to investors in any subsequent equity financing, or Qualified Financing (as defined therein), after the date of their issuance in which we issued any of our equity securities and were convertible at a 20.0% discount to the price per share offered in such Qualified Financing.

In December 2022, in connection with the IPO.execution of the Merger Agreement, the TEP Note converted in full into 4,150,000 shares of GRI Operations common stock pursuant to a conversion agreement executed by GRI and TEP. Upon conversion, TEP became a beneficial owner of more than 5% of GRI Operations common stock.

We have entered into indemnification agreements with each of our directors and intend 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 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.

OurPrior to the Merger, our named executive officers for the year ended December 31, 2021 are:2022 were:

On April 19, 2022, Penny Toren’s positionPursuant to the closing of the Merger, W. Marc Hertz, Ph.D. and Leanne Kelly became executive officers of the Company as Senior Vice President, Regulatory Affairs & Project Management was eliminated as part of our effort to streamline our operations and preserve our capital and cash resources.the Effective Time.

Effective as of AprilMarch 1, 2021,2022, Mr. Baker’s annual salary was increased to $400,000. Effective as of March 1, 2021,$420,000, Ms. Kelly’s salary was increased to $285,500 and Ms. Toren’s annual salary was increased to $251,450.$259,000. Dr. Hertz’s annual salary was $375,000.

Actual bonus amounts paid with respect to 20212022 are reflected in the "Non-Equity Incentive Compensation" column of the Summary Compensation Table above.