Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40034 | |
Entity Registrant Name | GRI BIO, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4369909 | |
Entity Address, Address Line One | 2223 Avenida de la Playa | |
Entity Address, Address Line Two | #208 | |
Entity Address, City or Town | La Jolla | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92037 | |
City Area Code | 619 | |
Local Phone Number | 400-1170 | |
Title of 12(b) Security | Common Stock, par value $0.0001per share | |
Trading Symbol | GRI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,956,354 | |
Entity Central Index Key | 0001824293 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 4,799 | $ 9 |
Prepaid expenses and other current assets | 793 | 303 |
Total current assets | 5,592 | 312 |
Property and equipment, net | 9 | 4 |
Operating lease right-of-use assets | 41 | 67 |
Total assets | 5,642 | 383 |
Current liabilities: | ||
Accounts payable | 307 | 1,294 |
Accrued expenses | 1,193 | 36 |
Advances from employees | 0 | 5 |
Warrant liability | 63 | 0 |
Bridge promissory note, net | 0 | 602 |
Operating lease liabilities, current | 41 | 57 |
Total current liabilities | 1,604 | 1,994 |
Operating lease liabilities, non-current | 0 | 14 |
Total liabilities | 1,604 | 2,008 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity (deficit): | ||
Common stock, 0.0001 par value; 250,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 2,956,354 and 999,748 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in-capital | 31,430 | 16,871 |
Accumulated deficit | (27,392) | (18,496) |
Total stockholders’ equity (deficit) | 4,038 | (1,625) |
Total liabilities and stockholders' equity (deficit) | $ 5,642 | $ 383 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 2,956,354 | 999,748 |
Common stock, shares outstanding (in shares) | 2,956,354 | 999,748 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 880 | $ 59 | $ 997 | $ 119 |
General and administrative | 5,054 | 130 | 5,926 | 268 |
Total operating expenses | 5,934 | 189 | 6,923 | 387 |
Loss from operations | (5,934) | (189) | (6,923) | (387) |
Change in fair value of warrant liability | 122 | 0 | 122 | 0 |
Interest expense, net | (934) | (106) | (2,095) | (210) |
Net loss | $ (6,746) | $ (295) | $ (8,896) | $ (597) |
Net loss per share of common stock, basic (in usd per share) | $ (2.79) | $ (0.35) | $ (5.23) | $ (0.70) |
Net loss per share of common stock, diluted (in usd per share) | $ (2.79) | $ (0.35) | $ (5.23) | $ (0.70) |
Weighted-average common shares outstanding, basic (in shares) | 2,417,785 | 851,419 | 1,701,864 | 851,419 |
Weighted-average common shares outstanding, diluted (in shares) | 2,417,785 | 851,419 | 1,701,864 | 851,419 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 7,816 | |||
Beginning balance at Dec. 31, 2021 | $ 124 | |||
Ending balance (in shares) at Mar. 31, 2022 | 7,816 | |||
Ending balance at Mar. 31, 2022 | $ 124 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 851,419 | |||
Beginning Balance at Dec. 31, 2021 | (4,848) | $ 0 | $ 10,430 | $ (15,278) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (302) | (302) | ||
Ending balance (in shares) at Mar. 31, 2022 | 851,419 | |||
Ending Balance at Mar. 31, 2022 | $ (5,150) | $ 0 | 10,430 | (15,580) |
Beginning balance (in shares) at Dec. 31, 2021 | 7,816 | |||
Beginning balance at Dec. 31, 2021 | $ 124 | |||
Ending balance (in shares) at Jun. 30, 2022 | 7,816 | |||
Ending balance at Jun. 30, 2022 | $ 124 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 851,419 | |||
Beginning Balance at Dec. 31, 2021 | (4,848) | $ 0 | 10,430 | (15,278) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (597) | |||
Ending balance (in shares) at Jun. 30, 2022 | 851,419 | |||
Ending Balance at Jun. 30, 2022 | $ (5,445) | $ 0 | 10,430 | (15,875) |
Beginning balance (in shares) at Mar. 31, 2022 | 7,816 | |||
Beginning balance at Mar. 31, 2022 | $ 124 | |||
Ending balance (in shares) at Jun. 30, 2022 | 7,816 | |||
Ending balance at Jun. 30, 2022 | $ 124 | |||
Beginning balance (in shares) at Mar. 31, 2022 | 851,419 | |||
Beginning Balance at Mar. 31, 2022 | (5,150) | $ 0 | 10,430 | (15,580) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (295) | (295) | ||
Ending balance (in shares) at Jun. 30, 2022 | 851,419 | |||
Ending Balance at Jun. 30, 2022 | $ (5,445) | $ 0 | 10,430 | (15,875) |
Beginning balance (in shares) at Dec. 31, 2022 | 999,748 | 999,748 | ||
Beginning Balance at Dec. 31, 2022 | $ (1,625) | $ 0 | 16,871 | (18,496) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 13 | 13 | ||
Restricted stock vesting | 467 | |||
Warrant issuance | 532 | 532 | ||
Net loss | (2,150) | (2,150) | ||
Ending balance (in shares) at Mar. 31, 2023 | 1,000,215 | |||
Ending Balance at Mar. 31, 2023 | $ (3,230) | $ 0 | 17,416 | (20,646) |
Beginning balance (in shares) at Dec. 31, 2022 | 999,748 | 999,748 | ||
Beginning Balance at Dec. 31, 2022 | $ (1,625) | $ 0 | 16,871 | (18,496) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | $ (8,896) | |||
Ending balance (in shares) at Jun. 30, 2023 | 2,956,354 | 2,956,354 | ||
Ending Balance at Jun. 30, 2023 | $ 4,038 | $ 0 | 31,430 | (27,392) |
Beginning balance (in shares) at Mar. 31, 2023 | 1,000,215 | |||
Beginning Balance at Mar. 31, 2023 | (3,230) | $ 0 | 17,416 | (20,646) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 13 | 13 | ||
Restricted stock vesting | 164,038 | |||
Warrant exercise (in shares) | 43,682 | |||
Warrant exercise | 12 | 12 | ||
Issuance of common stock in pre-closing financing (in shares) | 1,214,912 | |||
Issuance of common stock in pre-closing financing | 11,721 | 11,721 | ||
Issuance of common stock for settlement of bridge note (in shares) | 54,298 | |||
Issuance of common stock for settlement of bridge note | 3,333 | 3,333 | ||
Issuance of common stock for reverse recapitalization expenses (in shares) | 30,542 | |||
Issuance of common stock for reverse recapitalization expenses | 1,875 | 1,875 | ||
Issuance of common stock to Vallon stockholders in reverse recapitalization (in shares) | 448,667 | |||
Issuance of common stock to Vallon stockholders in reverse recapitalization | (2,940) | (2,940) | ||
Net loss | $ (6,746) | (6,746) | ||
Ending balance (in shares) at Jun. 30, 2023 | 2,956,354 | 2,956,354 | ||
Ending Balance at Jun. 30, 2023 | $ 4,038 | $ 0 | $ 31,430 | $ (27,392) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net loss | $ (8,896) | $ (597) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation expense | 2 | 1 |
Amortization of debt discounts and issuance costs | 2,104 | 0 |
Stock-based compensation expense | 26 | 0 |
Change in fair value of warrant liability | 63 | 0 |
Reduction in operating right of use assets | 26 | 23 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (750) | (8) |
Accounts payable | 4,179 | 79 |
Accrued expenses | 1,157 | 409 |
Operating lease liabilities | (30) | (23) |
Cash used in operating activities | (2,119) | (116) |
Investing activities: | ||
Purchase of property and equipment | (8) | 0 |
Cash used in investing activities | (8) | 0 |
Financing activities: | ||
Advances from employees | 190 | 35 |
Repayment of advances from employees | (195) | 0 |
Proceeds from issuance of common stock in pre-closing financing | 12,250 | 0 |
Proceeds from issuance of bridge promissory note | 1,250 | 0 |
Proceeds from warrant exercise | 12 | 0 |
Net liabilities assumed in connection with reverse recapitalization | (2,939) | 0 |
Payment of reverse recapitalization costs | (2,984) | 0 |
Payment of deferred stock issuance costs | (517) | 0 |
Payment of debt issuance costs | (150) | 0 |
Cash provided by financing activities | 6,917 | 35 |
Net increase (decrease) in cash and cash equivalents | 4,790 | (81) |
Cash and cash equivalents at beginning of period | 9 | 90 |
Cash and cash equivalents at end of period | 4,799 | 9 |
Supplemental disclosure of non-cash financing activities: | ||
Issuance of stock for repayment of bridge promissory note | 3,333 | 0 |
Recognition of debt discount and additional paid-in-capital for issuance of warrants in connection with the issuance of promissory notes | 532 | 0 |
Issuance of stock for payment of reverse recapitalization costs | 1,875 | 0 |
Issuance of warrants for payment of stock issuance costs | 18 | |
Merger costs included in accounts payable | $ 72 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS GRI Bio, Inc. (GRI or the Company), based in La Jolla, CA, was incorporated in Delaware in May 2009, which is the date of inception. GRI is a clinical-stage biopharmaceutical company focused on discovering, developing, and commercializing innovative therapies that target serious diseases associated with dysregulated immune responses leading to inflammatory, fibrotic, and autoimmune disorders. The Company’s goal is to be an industry leader in developing therapies to treat these diseases and to improve the lives of patients suffering from such diseases. The Company’s lead product candidate, GRI-0621, is an oral inhibitor of type 1 Natural Killer T (iNKT I) cells and is being developed for the treatment of severe fibrotic lung diseases such as idiopathic pulmonary fibrosis (IPF). The Company’s 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 (NKT II) cells and is being developed for the treatment of autoimmune disorders, with much of its preclinical work in Systemic Lupus Erythematosus Disease (SLE) or lupus and multiple sclerosis (MS). Reverse Merger with Vallon Pharmaceuticals, Inc. On April 21, 2023, the Company (formerly Vallon Pharmaceuticals, Inc.(Vallon)) consummated a merger with GRI Bio Operations, Inc. (formerly GRI Bio, Inc.) (Private GRI) pursuant to an Agreement and Plan of Merger, as amended (the Merger Agreement), by and among the Company, Private GRI and Vallon Merger Sub, Inc. (Merger Sub), a Delaware corporation and wholly-owned subsidiary of the Company (Note 4). The Merger Agreement provided for the merger of Merger Sub with and into Private GRI, with Private GRI surviving the merger as a wholly-owned subsidiary of the Company (the Merger). In connection with the closing of the Merger (the Closing), the Company amended its certificate of incorporation and bylaws to change its name from “Vallon Pharmaceuticals, Inc.” to “GRI Bio, Inc.” In addition, prior to the effective time of the Merger (the Effective Time), the Company effected a reverse stock split of the Company’s common stock at a ratio of 1 for 30 (the Reverse Stock Split). At the Effective Time, each share of Private GRI’s common stock outstanding immediately prior to the Effective Time automatically converted solely into the right to receive a number of shares of the Company's common stock equal to 0.0374 (the Exchange Ratio). Except as otherwise indicated or as the context requires, references herein to “GRI Bio,” the “Company,” or the “Combined Company,” refer to GRI Bio, Inc. on a post-Merger basis, and references to “Private GRI” refer to the business of GRI Bio, Inc. prior to the completion of the Merger. References to “Vallon” refer to Vallon Pharmaceuticals, Inc. prior to the completion of the Merger. Basis of Presentation As discussed in Note 4, the Merger was accounted for as reverse recapitalization under which the historical financial statements of the Company prior to the Merger are the historical financial statements of the accounting acquirer, Private GRI. All common stock, per share and related information presented in the consolidated financial statements and notes prior to the Merger has been retroactively adjusted to reflect the Exchange Ratio and Reverse Stock Split for all periods presented, to the extent applicable. |
LIQUIDITY
LIQUIDITY | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY | LIQUIDITYThese financial statements have been prepared on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any significant revenues from operations since inception and does not expect to do so in the foreseeable future. The Company has incurred operating losses since its inception in 2009 and as a result has incurred $27,392 in accumulated deficit through June 30, 2023. The Company has financed its working capital requirements to date through the issuance of equity and debt securities. As of June 30, 2023, the Company had cash of approximately $4,799. In connection with signing the Merger Agreement, Vallon, Private GRI and the Investor entered the Equity SPA pursuant to which the Investor agreed to invest $12,250 in cash and cancel any outstanding principal and accrued interest on the Bridge Notes in return for the issuance of shares of Private GRI common stock immediately prior to the consummation of the Merger. Pursuant to the Equity SPA, immediately prior to the Closing, Private GRI issued 6,787,219 shares of Private GRI common stock (the Initial Shares) to the Investor and 27,148,877 shares of Private GRI common stock (the Additional Shares) into escrow with an escrow agent for net proceeds of $11,704, after deducting offering expenses of $546. At the closing, pursuant to the Merger, the Initial Shares converted into an aggregate of 253,842 shares of the Company’s common stock and the Additional Shares converted into an aggregate of 1,015,368 shares of the Company’s common stock. On May 8, 2023, in accordance with the terms of the Equity SPA, the Company and the Investor authorized the escrow agent to, subject to beneficial ownership limitations, disburse to the Investor all of the shares of the Company’s common stock issued in exchange for the Additional Shares. Based on the Company’s current operating plan, the Company believes that its existing cash and cash equivalents, which include the proceeds from the Equity SPA, will be sufficient to fund its operating expenses and capital expenditure requirements for twelve months from the date of the Merger (Note 4), not including the exercise of the Series T Warrants (the Series T Warrant Exercises). The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund its business activities, including its research and development program. The Company intends to raise capital through additional issuances of common stock and/or short-term or long-term notes, but there can be no assurances any such financing will be available when needed or that the Company’s research and development efforts will be successful. If the Company is not able to obtain additional financing on acceptable terms and in the amounts necessary to fully fund its future operating requirements, it may be forced to reduce or discontinue its operations entirely. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial periods and pursuant to the rules of the Securities and Exchange Commission (the SEC). Any reference in the accompanying unaudited interim financial statements to “authoritative guidance” is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). The December 31, 2022 balance sheet was derived from the Company’s audited financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of June 30, 2023, and the results of operations and stockholders’ deficit for the three and six months ended June 30, 2023 and 2022 and cash flows for the three and six months ended June 30, 2023 and 2022. Results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2023. The unaudited interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited interim financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2022, which are included as Exhibit 99.2 of Amendment No. 2 to the Current Report on Form 8-K filed with the SEC on July 6, 2023. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, the embedded derivative of convertible notes, warrant issuance and subsequent revaluations, valuation allowances relating to deferred tax assets, revenue recognition, accrued expenses and estimation of the incremental borrowing rate for the finance lease. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. Cash and Cash Equivalents Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased and as of June 30, 2023 and December 31, 2022 included investments in money market funds. The Company maintains its cash and cash equivalent balances at domestic financial institutions. Bank deposits with US banks are insured up to $250 by the Federal Deposits Insurance Corporation. The Company had an uninsured cash balances of $4,302 at June 30, 2023. The Company’s cash balance as of December 31, 2022 was fully insured. Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820, Fair Value Measurement , (ASC 820) establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 are described below: Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 : Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities. Level 3 : Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). As of June 30, 2023, the Company’s financial instruments included cash, cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and certain liability classified warrants. The carrying amounts reported in the balance sheets for cash, cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. At June 30, 2023, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants. In May 2022, Vallon issued warrants in connection with a securities purchase agreement. Vallon evaluated the warrants in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40), and concluded that a provision in the warrants related to the reduction of the exercise price in certain circumstances precludes the warrants from being accounted for as components of equity. As a result, the warrants are recorded as a liability on the balance sheet. Vallon recorded the fair value of the warrants upon issuance using a Black-Scholes valuation model. The Company is required to revalue the warrants at each reporting date with any changes in fair value recorded in its statement of operations. The valuation of the warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable. The change in the fair value of the Level 3 warrants liabilities is reflected in the statement of operations for the six months ended June 30, 2023. Deferred Stock Issuance Costs Deferred stock issuance costs represent incremental legal costs incurred that are directly attributable to proposed offerings of securities. The costs are charged against the gross proceeds of the respective offering upon closing. Debt Discounts The relative fair values of warrants and common shares issued and call option rights assigned in connection with principal advances under promissory notes, the increases in fair values of embedded conversion options in connection with convertible promissory note modifications, and the intrinsic values of non-contingent beneficial conversion features were recorded as debt discounts that are amortized as additional interest expense over the estimated terms of the notes using the effective interest method. Debt Issuance Costs Debt issuance costs represent incremental legal costs and other costs incurred that are directly attributable to issuing debt. The costs are included as a direct reduction of the carrying amount of the respective liability and are amortized as additional interest expense over the estimated term of the debt using the effective interest method. Stock-Based Compensation The Company recognizes expense for employee and non-employee stock-based compensation in accordance with ASC Topic 718, Stock-Based Compensation (ASC 718). ASC 718 requires that such transactions be accounted for using a fair value-based method. The estimated fair value of the options is amortized over the vesting period, based on the fair value of the options on the date granted, and is calculated using the Black-Scholes option-pricing model. The Company accounts for forfeitures as incurred. In considering the fair value of the underlying stock when the Company granted options, the Company considered several factors including the fair values established by market transactions. Stock option-based compensation includes estimates and judgments of when stock options might be exercised and stock price volatility. The timing of option exercises is out of the Company's control and depends upon a number of factors including the Company's market value and the financial objectives of the option holders. These estimates can have a material impact on the stock compensation expense but will have no impact on the cash flows. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period the estimates are revised. The Company uses the expected term, rather than the contractual term, for both employee and consultant options issued. Net Loss Per Common Share Basic and diluted net loss per common share are calculated by dividing the net loss by the applicable weighted-average number of common shares outstanding during the period. As the Company had a net loss in each of the three and six months ended June 30, 2023 and 2022, diluted net loss per common share is the same as basic net loss per common share for the period because the effects of potentially dilutive securities are antidilutive. Common stock equivalents excluded from the diluted net loss per common share calculations are as follows: June 30, 2023 2022 Stock options 100,459 89,472 Warrants 3,688,449 10,067 Restricted stock with repurchase rights 164,038 164,038 Stock subject to put right — 7,816 Convertible promissory note — 143,544 3,952,946 414,937 Recent Accounting Pronouncements The Company considered the applicability and impact of all ASUs issued during the quarter ended June 30, 2023 and each was determined to be either not applicable or expected to have minimal impact on these financial statements. |
MERGER WITH VALLON
MERGER WITH VALLON | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
MERGER WITH VALLON | MERGER WITH VALLON On April 21, 2023, pursuant to the Merger Agreement, Merger Sub was merged with and into Private GRI, with Private GRI surviving the Merger as a wholly owned subsidiary of the Company. In connection with the Closing, the Company amended its certificate of incorporation and bylaws to change its name from “Vallon Pharmaceuticals, Inc.” to “GRI Bio, Inc.” At the Effective Time: (a) Each share of Private GRI’s common stock outstanding immediately prior to the Effective Time, including any shares of Private GRI’s common stock issued pursuant to the Equity SPA automatically converted solely into the right to receive a number of shares of the Company’s common stock equal to the Exchange Ratio. (b) Each option to purchase shares of Private GRI’s common stock (each, a GRI Option) outstanding and unexercised immediately prior to the Effective Time under the GRI Bio, Inc. 2015 Equity Incentive Plan (the GRI Plan), whether or not vested, converted into and became an option to purchase shares of the Company’s common stock, and the Company assumed the GRI Plan and each such GRI Option in accordance with the terms of the GRI Plan (the Assumed Options). The number of shares of he Company’s common stock subject to each Assumed Option was determined by multiplying (i) the number of shares of Private GRI’s common stock that were subject to such GRI Option, as in effect immediately prior to the Effective Time, by (ii) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of he Company’s common stock. The per share exercise price for the he Company’s common stock issuable upon exercise of each Assumed Option was determined by dividing (A) the per share exercise price of such Assumed Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting per share exercise price up to the nearest whole cent. Any restriction on the exercise of any Assumed Option continued in full force and effect and the term, exercisability, vesting schedule, and any other provisions of such Assumed Option otherwise remained unchanged. (c) Each warrant to purchase shares of Private GRI’s common stock outstanding immediately prior to the Effective Time other than the Bridge Warrants (as defined below) (the GRI Warrants), was assumed by the Company and converted into a warrant to purchase shares of the Company’s common stock (the Assumed Warrants) and thereafter (i) each Assumed Warrant became exercisable solely for shares of the Company’s common stock; (ii) the number of shares of the Company’s common stock subject to each Assumed Warrant was determined by multiplying (A) the number of shares of Private GRI’s common stock that were subject to such GRI Warrant, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of the Company’s common stock; (iii) the per share exercise price for shares of the Company’s common stock issuable upon exercise of each Assumed Warrant was determined by dividing (A) the exercise price per share of Private GRI’s common stock subject to such GRI Warrant, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent. (d) The Bridge Warrants (Note 8) were exchanged for warrants (the Exchange Warrants) to purchase an aggregate of 421,589 shares of the Company’s common stock. The Exchange Warrants contain substantively similar terms to the Bridge Warrants, and have an initial exercise price equal to $14.73 per share. (e) All rights with respect to Private GRI restricted stock awards were assumed by the Company and converted into Company restricted stock awards with the number of shares subject to each restricted stock award multiplied by the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of the Company’s common stock. The term, exercisability, vesting schedule and other provisions of the Private GRI restricted stock awards otherwise remained unchanged. The Merger is accounted for as a reverse recapitalization under U.S. GAAP because the primary assets of Vallon were cash and cash equivalents. For accounting purposes, GRI has been determined to be the accounting acquirer based upon the terms of the Merger and other factors including: (i) the equity holders of Private GRI immediately prior to the Merger owned, or held rights to acquire, in the aggregate approximately 85% of the outstanding shares of the Company’s common stock and the Company’s stockholders immediately prior to the Merger owned approximately 15% of the outstanding shares of the Company’s common stock (ii) Private GRI holds the majority (4 out of 5) of board seats of the combined company, and (iii) Private GRI’s management holds the majority of key positions in the management of the combined company. Immediately after the Merger, there were 2,956,354 shares of the Company’s common stock outstanding. The following table shows the net liabilities assumed in the Merger: April 21, 2023 Cash and cash equivalents $ 941 Prepaid and other assets 310 Accounts payable and accrued expenses (4,190) Total net liabilities assumed (2,939) Plus: Transaction costs (2,984) Total net liabilities assumed plus transaction costs $ (5,923) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company applies the guidance in ASC 820 to account for financial assets and liabilities measured on a recurring basis. Fair value is measured as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The guidance requires that fair value measurements be classified and disclosed in one of the following 3 categories: Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 : Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities; and Level 3 : Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each reporting period. There were no transfers between Level 1, 2 and 3 during the six months ended June 30, 2023. The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2023: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability $ — $ — $ 63 Total liabilities $ — $ — $ 63 The following table presents the changes is the fair value of the Level 3 liability: Warrant Liability Fair value as of December 31, 2022 $ 185 Change in valuation (122) Fair value as of June 30, 2023 $ 63 The Black-Scholes valuation model was used to estimate the fair value of the warrants with the following weighted-average assumptions: June 30, 2023 December 31, 2022 Volatility 167.1 % 139.9 % Expected term in years 2.5 2.5 Dividend rate 0.0 % 0.0 % Risk-free interest rate 4.68 % 4.32 % |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT June 30, 2023 December 31, 2022 Computer equipment $ 21 $ 13 Furniture and fixtures 12 13 33 26 Accumulated depreciation (24) (22) $ 9 $ 4 Depreciation expense related to property and equipment was $2 and $1 for the six months ended June 30, 2023 and 2022, respectively. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consist of the following: June 30, 2023 December 31, 2022 Research and development $ 143 $ — General and administrative 188 — Payroll and related 862 36 Total accrued expenses $ 1,193 $ 36 |
PROMISSORY NOTES
PROMISSORY NOTES | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | PROMISSORY NOTES Bridge Financing In connection with signing the Merger Agreement, Private GRI entered into a Securities Purchase Agreement, dated as of December 13, 2022 (Bridge SPA), with Altium Growth Fund, LP (the Investor), pursuant to which Private GRI issued senior secured promissory notes (Bridge Notes) in the aggregate principal amount of $3,333, in exchange for an aggregate purchase price of $2,500. The Bridge Notes were issued in two closings: (i) the first closing for $1,667 in aggregate principal amount (in exchange for an aggregate purchase price of $1,250) closed on December 14, 2022; and (ii) the second closing for $1,667 in aggregate principal amount (in exchange for an aggregate purchase price of $1,250) closed on March 9, 2023. The Bridge Notes were secured by a lien on all of the Company’s assets. In addition, upon the funding of each tranche, the Investor received warrants to purchase an aggregate of 1,252,490 shares of the Company’s common stock (the Bridge Warrants). The Bridge Warrants had an exercise price of $1.33 per share, were exercisable at any time on or after the applicable issuance date and had a term of 60 months from the date all shares underlying the Bridge Warrants were freely tradable. The $1,250 of proceeds from the first closing were allocated to the Bridge Notes and Bridge Warrants based on their relative fair values as of the commitment date, resulting in an allocation of $679 and $571, respectively. The $1,250 of proceeds from the second closing were allocated to the Bridge Notes and Bridge Warrants based on their relative fair values as of the commitment date, resulting in an allocation of $718 and $532, respectively. In addition to the Bridge SPA, and also in connection with signing the Merger Agreement, Vallon, Private GRI and the Investor entered into the Equity SPA (Note 9) pursuant to which the Investor agreed to invest $12,250 in cash and cancel any outstanding principal and accrued interest on the Bridge Notes in return for the issuance of shares of Private GRI’s common stock immediately prior to the consummation of the Merger. On April 21, 2023, the Company completed the Merger and the outstanding principal and accrued interest on the Bridge Notes was cancelled and the Bridge Warrants were exchanged for the Exchange Warrants. The Exchange Warrants contain substantively similar terms to the Bridge Warrants, and have an initial exercise price equal to $14.73 per share subject to adjustments for splits and recapitalization events. The Bridge Notes were accounted for as share-settled debt under the accounting guidance in ASC 835-30 and, as such, the initial net carrying amounts were accreted to the redemption amounts using the effective interest method. The Company incurred debt issuance costs of $205 during the year ended December 31, 2022 and $90 during the six months ended June 30, 2023 related to its issuance of debt under the Bridge SPA. Unamortized debt discounts and debt issuance costs totaled $1,065 as of December 31, 2022. Interest expense stemming from amortization of debt discounts and issuance costs was $1,161 and $2,104 for the three and six months ended June 30, 2023, respectively. TEP Note In November 2018, Private GRI and TEP Biotech, LLC (TEP) entered into a convertible note and warrant purchase agreement pursuant to which TEP agreed to fund up to $5,000 to Private GRI in exchange for a convertible promissory note (the TEP Note) and a warrant to purchase up to 25,245 shares of Private GRI’s common stock at an exercise price of $0.27 per share. The TEP Note was secured by Private GRI’s assets and accrued simple interest on the outstanding principal balance at a rate of 12% per annum. The total outstanding principal and accrued interest balance was initially due on the earlier of Private GRI’s next financing, as defined, and May 2, 2020. The initial $2,500 tranche under the TEP Note was funded upon execution of the agreement in November 2018. In December 2019, Private GRI and TEP amended the TEP Note. In lieu of TEP funding the second $2,500 tranche, TEP made a first additional advance of $500 to Private GRI in exchange for a convertible promissory note, a warrant to purchase up to 17,269 shares of Private GRI’s common stock at an exercise price of $0.27 per share, and the assignment of Private GRI’s rights under a certain call option agreement. The call option agreement, which was entered into in 2015, provided Private GRI with the right to repurchase up to 39,720 shares of Private GRI’s common stock held by the counterparty for $26.74 per share at any time before April 1, 2025. In July 2020, the TEP Note maturity date was extended to August 31, 2020, and in March 2021, TEP agreed to forbear on its available right to exercise remedies on account of Private GRI’s failure to pay the past due principal and accrued interest balance until October 31, 2021. In May 2021, Private GRI and TEP amended the TEP Note, and TEP agreed to make a second additional advance of $500 to Private GRI in exchange for a convertible promissory note with separate, modified conversion options. In July 2022, Private GRI and TEP further amended the TEP Note, and TEP agreed to make a third additional advance of $125 to Private GRI in exchange for a convertible promissory note and a warrant to purchase up to 1,169 shares of Private GRI’s common stock at an exercise price of $0.27 per share. In October 2022, Private GRI and TEP entered into a conversion agreement pursuant to which, effective upon the full execution of the Merger Agreement (Note 4), $3,500 of outstanding principal under the TEP Note together with $650 of related accrued interest was to automatically convert into 155,210 shares of Private GRI’s common stock at a conversion price of $26.74 per share. Further, upon the closing of the first tranche of the Bridge Notes, Private GRI was to repay, in cash, the $125 third additional advance under the TEP Note along with the $15 of related accrued interest. Upon issuance of the 155,210 conversion shares and payment of the $140 principal and accrued interest balance, Private GRI would fully satisfy all of its obligations under the TEP Note. In December 2022, upon the full execution of the Merger Agreement and the closing of the first tranche of the Bridge Notes Private GRI issued the 155,210 conversion shares and paid the $140 principal and accrued interest balance as per the terms of the conversion agreement. The share numbers and exercise or conversion prices in this section of Note 8 entitled “TEP Note” reflect the Exchange Ratio retroactively. As part of the conversion, the $4,150 of converted principal and accrued interest, along with $863 of related forfeited accrued interest through the conversion date, were credited to stockholders’ deficit. Interest expense recognized on the TEP Note was $107 and $210 for the three and six months ended June 30, 2022. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Common Stock In connection with signing the Merger Agreement, Vallon, Private GRI and the Investor entered the Equity SPA pursuant to which the Investor agreed to invest $12,250 in cash and cancel any outstanding principal and accrued interest on the Bridge Notes in return for the issuance of shares of Private GRI’s common stock immediately prior to the consummation of the Merger. Pursuant to the Equity SPA, immediately prior to the Closing, Private GRI issued 6,787,219 shares of Private GRI’s common stock (the Initial Shares) to the Investor and 27,148,877 shares of Private GRI’s common stock (the Additional Shares) into escrow with an escrow agent for net proceeds of $11,704, after deducting offering expenses of $546. At the closing, pursuant to the Merger, the Initial Shares converted into an aggregate of 253,842 shares of the Company’s common stock and the Additional Shares converted into an aggregate of 1,015,368 shares of the Company’s common stock. On May 8, 2023, in accordance with the terms of the Equity SPA, the Company and the Investor authorized the escrow agent to, subject to beneficial ownership limitations, disburse to the Investor all of the shares of the Company’s common stock issued in exchange for the Additional Shares. Redeemable Common Stock In November 2018, Private GRI entered into an agreement with a stockholder pursuant to which the stockholder had the right to require Private GRI to purchase all or a portion of 7,816 shares of Private GRI’s common stock held by the stockholder for $15.88 per share (the Put Right). The Put Right was exercisable (i) for a period commencing thirty days prior to the day Private GRI completed an equity or debt financing and ending fifteen business days thereafter, or (ii) at any time following a breach of the agreement by Private GRI. Management assessed the Put Right and determined that (i) it was not freestanding and, therefore, was not required to be classified as a liability and (ii) it could be exercised by the stockholder at any time, which was not within Private GRI’s control. Therefore, the common shares subject to the Put Right were classified in mezzanine equity. In December 2022, the stockholder exercised the Put Right and Private GRI redeemed the 7,816 shares of Private GRI’s common stock for $124 ($15.88 per share). The redeemed shares were retired by Private GRI. The share numbers and exercise or conversion prices in this section of Note 9 entitled “Redeemable Common Stock” reflect the Exchange Ratio retroactively. Common Stock Warrants Pursuant to the Equity SPA, on May 8, 2023, the Company issued to the Investor (i) Series A-1 Warrants to purchase 1,269,210 shares of the Company’s common stock at an exercise price of $13.51, (ii) Series A-2 Warrants to purchase 1,142,289 shares of the Company’s common stock at an exercise price of $14.74 , and (iii) Series T Warrants to purchase (x) 814,467 shares of the Company’s common stock at an exercise price of $12.28 and (y) upon exercise of the Series T Warrants, 814,467 additional Series A-1 Warrants and Series A-2 Warrants, each to purchase 814,467 shares of the Company’s common stock at an exercise price of $13.51 and $14.74, respectively (collectively, the Equity Warrants). The Series A-1 Warrants have a term of 60 months from the date all shares underlying the Series A-1 Warrants are freely tradable. The A-2 warrants have a 2-year term and expire in June 2025. Series T Warrants have a term of 24 months from the date all shares underlying Series T Warrants are freely tradable. The Company may force the exercise of the Series T Warrants subject to the satisfaction of certain equity conditions. The Equity Warrants include certain contingent cashless exercise features and contain certain other rights with regard to asset distributions and fundamental transactions. The exercise price of the Series A-1 Warrants is subject to adjustment for certain dilutive issuances, and all of the Equity Warrants are subject to standard antidilution adjustments. All of the Equity Warrants were outstanding as of June 30, 2023. The Equity Warrants were classified as equity and the allocated fair value of $5,675 is included in additional paid in capital. Pursuant to the Bridge SPA, upon the funding of each tranche of the Bridge Note, the Investor received the Bridge Warrants. The Bridge Warrants had an exercise price of $1.33 per share, were exercisable at any time on or after the applicable issuance date and had a term of 60 months from the date all shares underlying the Bridge Warrants are freely tradable. Upon the completion of the Merger the Bridge Warrants were exchanged for the Exchange Warrants to purchase an aggregate of 421,589 shares of the Company’s common stock. The Exchange Warrants contain substantively similar terms to the Bridge Warrants, and have an initial exercise price equal to $14.73 per share subject to adjustments for splits and recapitalization events. All of the Bridge Warrants were outstanding as of June 30, 2023. The Bridge Warrants were classified as equity and the allocated fair value of $2,860 is included in additional paid in capital. In connection with the Closing, Private GRI granted its financial advisor warrants (the Advisor Warrants) to purchase shares of Private GRI’s common stock, which, at the Effective Time, became exercisable for an aggregate of 2,402 shares of the Company’s common stock at an exercise price of $61.39 per share. The Advisor Warrants have a five-year term. All of the Advisor Warrants were outstanding as of June 30, 2023. The Advisor Warrants were classified as equity and the fair value of $18 is included in additional paid in capital. The Black-Scholes option-pricing model was used to estimate the fair value of the Equity Warrants, the Exchange Warrants and the Advisor Warrants with the following weighted-average assumptions: Volatility 167.6 % Expected term in years 1.69 Dividend rate 0.0 % Risk-free interest rate 4.37 % As of June 30, 2023, the Company had the following warrants outstanding to purchase common stock. Number of Shares Exercise Price per Share Expiration Date 8,629 $34.76 November 2023 1,438 $34.76 December 2023 1,142,289 $14.74 June 2025 3,758 $300.00 February 2026 24,667 $28.15 May 2027 1,168 $0.01 July 2027 2,402 $61.39 April 2028 421,590 $14.73 60 months after registration date 1,269,210 $13.51 60 months after registration date 814,467 $12.28 24 months after registration date |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2015 Equity Incentive Plan Private GRI adopted the GRI Bio, Inc. 2015 Equity Incentive Plan, as amended (the Private GRI Plan), that provided Private GRI with the ability to grant stock options, restricted stock awards and other equity-based awards to employees, directors, and consultants. Stock options granted under the Private GRI Plan generally had a contractual life of up to 10 years. Upon completion of the Merger, the Company assumed the Private GRI Plan and the outstanding and unexercised options issued thereunder, and ceased granting awards under the Private GRI Plan. Amended and Restated 2018 Equity Incentive Plan On April 21, 2023, the stockholders of the Company approved the Amended and Restated GRI Bio, Inc. 2018 Equity Incentive Plan, formerly the Vallon Pharmaceuticals, Inc. 2018 Equity Incentive Plan (the A&R 2018 Plan). The A&R 2018 Plan had previously been approved by the Company’s board of directors, subject to stockholder approval. The A&R 2018 Plan became effective on April 21, 2023, with the stockholders approving the amendment to the A&R 2018 Plan to, among other things, (i) to increase the aggregate number of shares by 168,905 shares to 216,666 shares of the Company’s common stock for issuance as awards under the A&R 2018 Plan, (ii) to extend the term of the A&R 2018 Plan through January 1, 2033, (iii) to prohibit any action that would be treated as a “repricing” of an award without further approval by the stockholders of Company, and (iv) to revise the limits on awards to non-employee directors. The A&R 2018 Plan provides the Company with the ability to grant stock options, restricted stock and other equity-based awards to employees, directors and consultants. Stock options granted by Vallon generally have a contractual life of up to 10 years. As of June 30, 2023, 100,459 shares of the Company's common stock were authorized to be issued under the A&R 2018 Plan, and 116,207 shares were reserved for future awards under the A&R 2018 Plan. The Company recorded stock-based compensation related to stock options issued under the A&R 2018 Plan in the following expense categories of its accompanying statements of operations for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ — $ — $ — $ — General and administrative 13 — 26 — Total $ 13 $ — $ 26 $ — The Company measures equity-based awards granted to employees, and non-employees based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period or performance-based period, which is generally the vesting period of the respective award. The measurement date for service-based equity awards is the date of grant, and equity-based compensation costs are recognized as expense over the requisite service period, which is the vesting period for certain performance-based awards. The Company records expense for performance-based awards if it concludes that it is probable that the performance condition will be achieved. The table below represents the activity of stock options granted to employees and non-employees for the six months ended June 30, 2023: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at December 31, 2022 112,612 $ 39.77 4.71 Granted — — Exercised — — Forfeited/Cancelled (12,153) $ 130.84 Outstanding at June 30, 2023 100,459 $ 28.75 4.73 Exercisable at June 30, 2023 100,459 $ 28.75 4.73 The Black-Scholes option-pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions: For the Six Months Ended June 30, 2022 Volatility 90.39 % Expected term in years 5.98 Dividend rate 0.00 % Risk-free interest rate 2.00 % Fair value of option on grant date $ 3.86 No options were granted during the six months ended June 30, 2023. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Employment Agreements The Company has entered into employment contracts with its officers that provide for severance and continuation of benefits in the event of termination of employment by the Company without cause or by the employee for good reason. In addition, in the event of termination of employment following a change in control, the vesting of certain equity awards may be accelerated. Separation and Release Agreement |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial periods and pursuant to the rules of the Securities and Exchange Commission (the SEC). Any reference in the accompanying unaudited interim financial statements to “authoritative guidance” is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). The December 31, 2022 balance sheet was derived from the Company’s audited financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, the embedded derivative of convertible notes, warrant issuance and subsequent revaluations, valuation allowances relating to deferred tax assets, revenue recognition, accrued expenses and estimation of the incremental borrowing rate for the finance lease. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased and as of June 30, 2023 and December 31, 2022 included investments in money market funds. The Company maintains its cash and cash equivalent balances at domestic financial institutions. Bank deposits with US banks are insured up to $250 by the Federal Deposits Insurance Corporation. The Company had an uninsured cash balances of $4,302 at June 30, 2023. The Company’s cash balance as of December 31, 2022 was fully insured. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820, Fair Value Measurement , (ASC 820) establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 are described below: Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 : Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities. Level 3 : Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). As of June 30, 2023, the Company’s financial instruments included cash, cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and certain liability classified warrants. The carrying amounts reported in the balance sheets for cash, cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. At June 30, 2023, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants. In May 2022, Vallon issued warrants in connection with a securities purchase agreement. Vallon evaluated the warrants in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40), and concluded that a provision in the warrants related to the reduction of the exercise price in certain circumstances precludes the warrants from being accounted for as components of equity. As a result, the warrants are recorded as a liability on the balance sheet. Vallon recorded the fair value of the warrants upon issuance using a Black-Scholes valuation model. The Company is required to revalue the warrants at each reporting date with any changes in fair value recorded in its statement of operations. The valuation of the warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable. The change in the fair value of the Level 3 warrants liabilities is reflected in the statement of operations for the six months ended June 30, 2023. |
Deferred Stock Issuance Costs | Deferred Stock Issuance Costs Deferred stock issuance costs represent incremental legal costs incurred that are directly attributable to proposed offerings of securities. The costs are charged against the gross proceeds of the respective offering upon closing. |
Debt Discounts and Debt Issuance Costs | Debt Discounts The relative fair values of warrants and common shares issued and call option rights assigned in connection with principal advances under promissory notes, the increases in fair values of embedded conversion options in connection with convertible promissory note modifications, and the intrinsic values of non-contingent beneficial conversion features were recorded as debt discounts that are amortized as additional interest expense over the estimated terms of the notes using the effective interest method. Debt Issuance Costs Debt issuance costs represent incremental legal costs and other costs incurred that are directly attributable to issuing debt. The costs are included as a direct reduction of the carrying amount of the respective liability and are amortized as additional interest expense over the estimated term of the debt using the effective interest method. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes expense for employee and non-employee stock-based compensation in accordance with ASC Topic 718, Stock-Based Compensation (ASC 718). ASC 718 requires that such transactions be accounted for using a fair value-based method. The estimated fair value of the options is amortized over the vesting period, based on the fair value of the options on the date granted, and is calculated using the Black-Scholes option-pricing model. The Company accounts for forfeitures as incurred. In considering the fair value of the underlying stock when the Company granted options, the Company considered several factors including the fair values established by market transactions. Stock option-based compensation includes estimates and judgments of when stock options might be exercised and stock price volatility. The timing of option exercises is out of the Company's control and depends upon a number of factors including the Company's market value and the financial objectives of the option holders. These estimates can have a material impact on the stock compensation expense but will have no impact on the cash flows. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period the estimates are revised. The Company uses the expected term, rather than the contractual term, for both employee and consultant options issued. |
Net Loss Per Common Share | Net Loss Per Common Share Basic and diluted net loss per common share are calculated by dividing the net loss by the applicable weighted-average number of common shares outstanding during the period. As the Company had a net loss in each of the three and six months ended June 30, 2023 and 2022, diluted net loss per common share is the same as basic net loss per common share for the period because the effects of potentially dilutive securities are antidilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considered the applicability and impact of all ASUs issued during the quarter ended June 30, 2023 and each was determined to be either not applicable or expected to have minimal impact on these financial statements. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Equivalents Excluded From Diluted Net Loss Per Share Calculation | Common stock equivalents excluded from the diluted net loss per common share calculations are as follows: June 30, 2023 2022 Stock options 100,459 89,472 Warrants 3,688,449 10,067 Restricted stock with repurchase rights 164,038 164,038 Stock subject to put right — 7,816 Convertible promissory note — 143,544 3,952,946 414,937 |
MERGER WITH VALLON (Tables)
MERGER WITH VALLON (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of the Net Liabilities Assumed in the Merger | The following table shows the net liabilities assumed in the Merger: April 21, 2023 Cash and cash equivalents $ 941 Prepaid and other assets 310 Accounts payable and accrued expenses (4,190) Total net liabilities assumed (2,939) Plus: Transaction costs (2,984) Total net liabilities assumed plus transaction costs $ (5,923) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Liabilities Measured on Recurring Basis | The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2023: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability $ — $ — $ 63 Total liabilities $ — $ — $ 63 |
Schedule of the Changes is the Fair Value | The following table presents the changes is the fair value of the Level 3 liability: Warrant Liability Fair value as of December 31, 2022 $ 185 Change in valuation (122) Fair value as of June 30, 2023 $ 63 |
Schedule of the Fair Value of the Warrants | The Black-Scholes valuation model was used to estimate the fair value of the warrants with the following weighted-average assumptions: June 30, 2023 December 31, 2022 Volatility 167.1 % 139.9 % Expected term in years 2.5 2.5 Dividend rate 0.0 % 0.0 % Risk-free interest rate 4.68 % 4.32 % The Black-Scholes option-pricing model was used to estimate the fair value of the Equity Warrants, the Exchange Warrants and the Advisor Warrants with the following weighted-average assumptions: Volatility 167.6 % Expected term in years 1.69 Dividend rate 0.0 % Risk-free interest rate 4.37 % |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | June 30, 2023 December 31, 2022 Computer equipment $ 21 $ 13 Furniture and fixtures 12 13 33 26 Accumulated depreciation (24) (22) $ 9 $ 4 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: June 30, 2023 December 31, 2022 Research and development $ 143 $ — General and administrative 188 — Payroll and related 862 36 Total accrued expenses $ 1,193 $ 36 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of the Fair Value of the Warrants | The Black-Scholes valuation model was used to estimate the fair value of the warrants with the following weighted-average assumptions: June 30, 2023 December 31, 2022 Volatility 167.1 % 139.9 % Expected term in years 2.5 2.5 Dividend rate 0.0 % 0.0 % Risk-free interest rate 4.68 % 4.32 % The Black-Scholes option-pricing model was used to estimate the fair value of the Equity Warrants, the Exchange Warrants and the Advisor Warrants with the following weighted-average assumptions: Volatility 167.6 % Expected term in years 1.69 Dividend rate 0.0 % Risk-free interest rate 4.37 % |
Schedule of Warrants Outstanding to Purchase Common Stock | As of June 30, 2023, the Company had the following warrants outstanding to purchase common stock. Number of Shares Exercise Price per Share Expiration Date 8,629 $34.76 November 2023 1,438 $34.76 December 2023 1,142,289 $14.74 June 2025 3,758 $300.00 February 2026 24,667 $28.15 May 2027 1,168 $0.01 July 2027 2,402 $61.39 April 2028 421,590 $14.73 60 months after registration date 1,269,210 $13.51 60 months after registration date 814,467 $12.28 24 months after registration date |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation related to stock options issued under the A&R 2018 Plan in the following expense categories of its accompanying statements of operations for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ — $ — $ — $ — General and administrative 13 — 26 — Total $ 13 $ — $ 26 $ — |
Schedule of Activity of Stock Options | The table below represents the activity of stock options granted to employees and non-employees for the six months ended June 30, 2023: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at December 31, 2022 112,612 $ 39.77 4.71 Granted — — Exercised — — Forfeited/Cancelled (12,153) $ 130.84 Outstanding at June 30, 2023 100,459 $ 28.75 4.73 Exercisable at June 30, 2023 100,459 $ 28.75 4.73 |
Schedule of Valuation Assumptions | The Black-Scholes option-pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions: For the Six Months Ended June 30, 2022 Volatility 90.39 % Expected term in years 5.98 Dividend rate 0.00 % Risk-free interest rate 2.00 % Fair value of option on grant date $ 3.86 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) | Apr. 21, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split | 0.0333 |
Common stock, exchange ratio | 0.0374 |
LIQUIDITY (Details)
LIQUIDITY (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Apr. 21, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ (27,392) | $ (18,496) | ||
Cash and cash equivalents | $ 4,799 | $ 9 | ||
Related Party Transaction [Line Items] | ||||
Common stock, shares issued (in shares) | 2,956,354 | 999,748 | ||
Proceeds from issuance of common stock in pre-closing financing | $ 11,704 | $ 12,250 | $ 0 | |
Offering expenses | $ 546 | |||
Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Conversion of stock (in shares) | 253,842 | |||
Additional shares converted into common stock (in shares) | 1,015,368 | |||
GRI Bio, Inc | ||||
Related Party Transaction [Line Items] | ||||
Common stock placed into escrow (in shares) | 27,148,877 | |||
Investor | ||||
Related Party Transaction [Line Items] | ||||
Investment in cash | $ 12,250 | |||
Investor | Private GRI | ||||
Related Party Transaction [Line Items] | ||||
Common stock, shares issued (in shares) | 6,787,219 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Accounting Policies [Abstract] | |
FDIC insured amount | $ 250 |
Uninsured cash balances | $ 4,302 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Diluted Net Loss Per Common Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in usd per share) | 3,952,946 | 414,937 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in usd per share) | 100,459 | 89,472 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in usd per share) | 3,688,449 | 10,067 |
Restricted stock with repurchase rights | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in usd per share) | 164,038 | 164,038 |
Stock subject to put right | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in usd per share) | 0 | 7,816 |
Convertible promissory note | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in usd per share) | 0 | 143,544 |
MERGER WITH VALLON - Narrative
MERGER WITH VALLON - Narrative (Details) - $ / shares | Apr. 21, 2023 | Jun. 30, 2023 | Apr. 20, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2019 | Nov. 30, 2018 |
Business Acquisition [Line Items] | |||||||
Ownership percentage in common stock (as a percent) | 15% | ||||||
Common stock, shares issued (in shares) | 2,956,354 | 999,748 | |||||
Issuance of common stock for reverse recapitalization expenses (in shares) | 30,542 | ||||||
Private GRI | |||||||
Business Acquisition [Line Items] | |||||||
Warrants granted (in shares) | 1,169 | 17,269 | 25,245 | ||||
Warrant exercise price (in usd per share) | $ 0.27 | $ 0.27 | $ 0.27 | ||||
Ownership percentage in common stock (as a percent) | 85% | ||||||
Exchange Warrants | |||||||
Business Acquisition [Line Items] | |||||||
Warrants granted (in shares) | 421,589 | ||||||
Warrant exercise price (in usd per share) | $ 14.73 |
MERGER WITH VALLON - Schedule o
MERGER WITH VALLON - Schedule of the Net Liabilities Assumed in the Merger (Details) - Private GRI $ in Thousands | Apr. 21, 2023 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 941 |
Prepaid and other assets | 310 |
Accounts payable and accrued expenses | (4,190) |
Total net liabilities assumed | (2,939) |
Plus: Transaction costs | (2,984) |
Total net liabilities assumed plus transaction costs | $ (5,923) |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 63 | $ 0 |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | |
Total liabilities | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | |
Total liabilities | 0 | |
Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 63 | |
Total liabilities | $ 63 |
FAIR VALUE MEASUREMENTS - Liabi
FAIR VALUE MEASUREMENTS - Liability Measured at Estimated Fair Value (Details) - Warrant Liability $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2022 | $ 185 |
Change in valuation | (122) |
Fair value as of June 30, 2023 | $ 63 |
FAIR VALUE MEASUREMENTS - Deriv
FAIR VALUE MEASUREMENTS - Derivative Liability Measurement Inputs (Details) - Weighted Average | Jun. 30, 2023 | Dec. 31, 2022 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 1.671 | 1.399 |
Expected term in years | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 2.5 | 2.5 |
Dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0 | 0 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0.0468 | 0.0432 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 33 | $ 26 |
Accumulated depreciation | (24) | (22) |
Property and equipment, net | 9 | 4 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 21 | 13 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12 | $ 13 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2 | $ 1 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Research and development | $ 143 | $ 0 |
General and administrative | 188 | 0 |
Payroll and related | 862 | 36 |
Total accrued expenses | $ 1,193 | $ 36 |
PROMISSORY NOTES - Bridge Finan
PROMISSORY NOTES - Bridge Financing (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||||
Apr. 21, 2023 USD ($) $ / shares shares | Mar. 09, 2023 USD ($) $ / shares shares | Dec. 14, 2022 USD ($) | Dec. 13, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | May 08, 2023 $ / shares shares | Dec. 31, 2022 USD ($) | Jul. 31, 2022 $ / shares shares | Dec. 31, 2019 $ / shares shares | Nov. 30, 2018 $ / shares shares | |
Debt Instrument [Line Items] | ||||||||||||
Proceeds from issuance of notes | $ 1,250 | $ 0 | ||||||||||
Unamortized debt discounts and debt issuance costs | $ 1,065 | |||||||||||
Amortization of debt discounts and issuance costs | $ 1,161 | 2,104 | $ 0 | |||||||||
Bridge Warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from issuance of notes | $ 532 | $ 571 | ||||||||||
Exchange Warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants granted (in shares) | shares | 421,589 | |||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 14.73 | |||||||||||
Bridge SPA | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | 1,667 | 1,667 | ||||||||||
Aggregate purchase price | 1,250 | 1,250 | ||||||||||
Number of closings | 2 | |||||||||||
Proceeds from issuance of notes | $ 718 | $ 679 | ||||||||||
Debt issuance costs | $ 90 | $ 90 | $ 205 | |||||||||
Private GRI | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants granted (in shares) | shares | 1,169 | 17,269 | 25,245 | |||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.27 | $ 0.27 | $ 0.27 | |||||||||
Investor | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Investment in cash | $ 12,250 | |||||||||||
Investor | Bridge Warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants granted (in shares) | shares | 1,252,490 | 421,589 | ||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.33 | $ 1.33 | ||||||||||
Warrants, outstanding term | 60 months | 60 months | ||||||||||
Investor | Exchange Warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 14.73 | |||||||||||
Investor | Private GRI | Bridge SPA | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 3,333 | |||||||||||
Aggregate purchase price | $ 2,500 |
PROMISSORY NOTES - TEP Note (De
PROMISSORY NOTES - TEP Note (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Dec. 31, 2022 | Oct. 31, 2022 | Jul. 31, 2022 | May 31, 2021 | Dec. 31, 2019 | Nov. 30, 2018 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of bridge promissory note | $ 1,250,000 | $ 0 | ||||||||
Common stock, shares issued (in shares) | 999,748 | 2,956,354 | ||||||||
Private GRI | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants granted (in shares) | 1,169 | 17,269 | 25,245 | |||||||
Warrant exercise price (in usd per share) | $ 0.27 | $ 0.27 | $ 0.27 | |||||||
Number of shares to be issued upon conversion | 155,210 | |||||||||
Conversion price (in usd per share) | $ 26.74 | |||||||||
Convertible notes, converted, shares issued (in shares) | 155,210 | |||||||||
Private GRI | Call Option | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 39,720 | |||||||||
Call option price (in usd per share) | $ 26.74 | |||||||||
Private GRI | Convertible Notes Payable | TEP Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 2,500,000 | $ 5,000,000 | ||||||||
Convertible notes interest rate (as a percent) | 12% | |||||||||
Proceeds from issuance of bridge promissory note | $ 125,000 | $ 500,000 | $ 500,000 | $ 2,500,000 | ||||||
Principal amount of debt to be converted | $ 3,500,000 | |||||||||
Amount of accrued interest to be converted | 650,000 | |||||||||
Long-term debt, gross | 125,000 | |||||||||
Accrued interest | 15,000 | |||||||||
Long-term debt, including interest | $ 140,000 | |||||||||
Payment of notes payable | $ 140,000 | |||||||||
Conversion of convertible notes to common stock | 4,150,000 | |||||||||
Accrued interest forfeited | $ 863,000 | |||||||||
Interest expense | $ 107,000 | $ 210,000 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |||||||
Apr. 21, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 08, 2023 | Mar. 09, 2023 | Jul. 31, 2022 | Dec. 31, 2019 | Nov. 30, 2018 | |
Class of Stock [Line Items] | |||||||||
Common stock, shares issued (in shares) | 999,748 | 2,956,354 | |||||||
Proceeds from issuance of common stock | $ 11,704 | $ 12,250 | $ 0 | ||||||
Offering expenses | $ 546 | ||||||||
Outsanding warrants | $ 0 | $ 63 | |||||||
Banker Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price (in usd per share) | $ 61.39 | ||||||||
Warrants, outstanding term | 5 years | ||||||||
Number of shares (in shares) | 2,402 | ||||||||
Exchange Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants granted (in shares) | 421,589 | ||||||||
Warrant exercise price (in usd per share) | $ 14.73 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of stock (in shares) | 253,842 | ||||||||
Additional shares converted into common stock (in shares) | 1,015,368 | ||||||||
GRI Bio, Inc | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock placed into escrow (in shares) | 27,148,877 | ||||||||
Private GRI | |||||||||
Class of Stock [Line Items] | |||||||||
Stock repurchased during period, shares | 7,816 | ||||||||
Stock repurchased during period, value | $ 124 | ||||||||
Purchase price (in usd per share) | $ 15.88 | ||||||||
Warrants granted (in shares) | 1,169 | 17,269 | 25,245 | ||||||
Warrant exercise price (in usd per share) | $ 0.27 | $ 0.27 | $ 0.27 | ||||||
Private GRI | Put Option | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares issued (in shares) | 7,816 | ||||||||
Put right, share price (in usd per share) | $ 15.88 | ||||||||
Investor | |||||||||
Class of Stock [Line Items] | |||||||||
Investment in cash | $ 12,250 | ||||||||
Investor | Series A-1 Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants granted (in shares) | 1,269,210 | ||||||||
Warrant exercise price (in usd per share) | $ 13.51 | ||||||||
Warrants, outstanding term | 60 months | ||||||||
Investor | Series A-2 Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants granted (in shares) | 1,142,289 | ||||||||
Warrant exercise price (in usd per share) | $ 14.74 | ||||||||
Warrants, outstanding term | 2 years | ||||||||
Investor | Series T Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants granted (in shares) | 814,467 | ||||||||
Warrant exercise price (in usd per share) | $ 12.28 | ||||||||
Warrants, outstanding term | 24 months | ||||||||
Investor | Bridge Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants granted (in shares) | 421,589 | 1,252,490 | |||||||
Warrant exercise price (in usd per share) | $ 1.33 | $ 1.33 | |||||||
Warrants, outstanding term | 60 months | 60 months | |||||||
Investor | Exchange Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price (in usd per share) | $ 14.73 | ||||||||
Investor | Common Stock | Series A-1 Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants granted (in shares) | 814,467 | ||||||||
Warrant exercise price (in usd per share) | $ 13.51 | ||||||||
Investor | Common Stock | Series A-2 Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants granted (in shares) | 814,467 | ||||||||
Warrant exercise price (in usd per share) | $ 14.74 | ||||||||
Investor | Additional Paid-in Capital | Equity Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Outsanding warrants | $ 5,675 | ||||||||
Investor | Additional Paid-in Capital | Bridge Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Outsanding warrants | 2,860 | ||||||||
Investor | Additional Paid-in Capital | Banker Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Outsanding warrants | $ 18 | ||||||||
Investor | Private GRI | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares issued (in shares) | 6,787,219 |
STOCKHOLDERS_ EQUITY - Estimate
STOCKHOLDERS’ EQUITY - Estimate of the Fair Value of the Warrants and Assumptions (Details) - Weighted Average | Jun. 30, 2023 | Dec. 31, 2022 |
Volatility | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 1.671 | 1.399 |
Expected term in years | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 2.5 | 2.5 |
Dividend rate | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 0 | 0 |
Risk-free interest rate | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 0.0468 | 0.0432 |
Equity Warrants, Exchange Warrants and Banker Warrants | Volatility | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 1.676 | |
Equity Warrants, Exchange Warrants and Banker Warrants | Expected term in years | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 1.69 | |
Equity Warrants, Exchange Warrants and Banker Warrants | Dividend rate | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 0 | |
Equity Warrants, Exchange Warrants and Banker Warrants | Risk-free interest rate | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 0.0437 |
STOCKHOLDERS_ EQUITY - Schedule
STOCKHOLDERS’ EQUITY - Schedule of Warrants Outstanding to Purchase Common Stock (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Warrants Expiring In November 2023 | |
Class of Stock [Line Items] | |
Number of Shares | shares | 8,629 |
Exercise Price per Share (in usd per share) | $ / shares | $ 34.76 |
Warrants Expiring In December 2023 | |
Class of Stock [Line Items] | |
Number of Shares | shares | 1,438 |
Exercise Price per Share (in usd per share) | $ / shares | $ 34.76 |
Warrants Expiring In June 2025 | |
Class of Stock [Line Items] | |
Number of Shares | shares | 1,142,289 |
Exercise Price per Share (in usd per share) | $ / shares | $ 14.74 |
Warrants Expiring In February 2026 | |
Class of Stock [Line Items] | |
Number of Shares | shares | 3,758 |
Exercise Price per Share (in usd per share) | $ / shares | $ 300 |
Warrants Expiring In May 2027 | |
Class of Stock [Line Items] | |
Number of Shares | shares | 24,667 |
Exercise Price per Share (in usd per share) | $ / shares | $ 28.15 |
Warrants Expiring In July 2027 | |
Class of Stock [Line Items] | |
Number of Shares | shares | 1,168 |
Exercise Price per Share (in usd per share) | $ / shares | $ 0.01 |
Warrants Expiring In April 2028 | |
Class of Stock [Line Items] | |
Number of Shares | shares | 2,402 |
Exercise Price per Share (in usd per share) | $ / shares | $ 61.39 |
Warrants Expiring in 60 Months After Registration Date | |
Class of Stock [Line Items] | |
Number of Shares | shares | 421,590 |
Exercise Price per Share (in usd per share) | $ / shares | $ 14.73 |
Expiration period | 60 months |
Warrants Expiring in 60 Months After Registration Date | |
Class of Stock [Line Items] | |
Number of Shares | shares | 1,269,210 |
Exercise Price per Share (in usd per share) | $ / shares | $ 13.51 |
Expiration period | 60 months |
Warrants Expiring in 24 Months After Registration Date | |
Class of Stock [Line Items] | |
Number of Shares | shares | 814,467 |
Exercise Price per Share (in usd per share) | $ / shares | $ 12.28 |
Expiration period | 24 months |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 21, 2023 | Jun. 30, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Granted (in shares) | 0 | |
Unrecognized compensation cost | $ 280 | |
Stock options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized compensation, weighted average amortization period (in years) | 3 years 4 months 6 days | |
2015 Plan | Stock options | Maximum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock awards, contractual life (up to) | 10 years | |
A&R 2918 Plan | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Number of additional shares authorized | 168,905 | |
Number of shares authorized | 216,666 | |
Common shares reserved for future awards (in shares) | 116,207 | |
A&R 2918 Plan | Stock options | Maximum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock awards, contractual life (up to) | 10 years | |
2018 Plan | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Number of shares authorized | 100,459 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 13 | $ 0 | $ 26 | $ 0 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 0 | 0 | 0 | 0 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 13 | $ 0 | $ 26 | $ 0 |
STOCK-BASED COMPENSATION - Acti
STOCK-BASED COMPENSATION - Activity of Stock Options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Number of options | ||
Outstanding, Beginning Balance (in shares) | 112,612 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited/Cancelled (in shares) | (12,153) | |
Outstanding, Ending Balance (in shares) | 100,459 | 112,612 |
Exercisable, Ending Balance (in shares) | 100,459 | |
Weighted average exercise price | ||
Outstanding, Beginning Balance (in usd per share) | $ 39.77 | |
Granted (in usd per share) | 0 | |
Exercised (in usd per share) | 0 | |
Forfeited (in usd per share) | 130.84 | |
Outstanding, Ending Balance (in usd per share) | 28.75 | $ 39.77 |
Exercisable, Ending Balance (in usd per share) | $ 28.75 | |
Weighted average remaining contractual term (years) | ||
Outstanding (years) | 4 years 8 months 23 days | 4 years 8 months 15 days |
Exercisable (years) | 4 years 8 months 23 days |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumptions Used to Estimate Fair Value of Options (Details) - Stock options | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 90.39% |
Expected term in years | 5 years 11 months 23 days |
Dividend rate | 0% |
Risk-free interest rate | 2% |
Fair value of option on grant date (in usd per share) | $ 3.86 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Former Chief Executive Officer | Apr. 21, 2023 |
Loss Contingencies [Line Items] | |
COBRA benefits, payment period (in months) | 18 months |
Percentage of target bonus (as a percent) | 150% |