Vallon’s board approves 1-for-30 reverse stock split
Merger expected to close
At the Special Meeting, Vallon’s stockholders also approved a reverse stock split of shares of Vallon’s common stock at a ratio anywhere in the range of not less than 1 new share for every 15 shares and not greater than 1 new share for every 40 shares outstanding (the “Reverse Split”). Vallon’s board of directors has set the Reverse Split ratio at 1-for-30, which will result in every 30 shares of Vallon common stock being converted into one share of Vallon common stock.
Approximately 67% of the Company’s total outstanding shares were voted. Of the outstanding shares voted, 91% voted in favor of Proposal 1; 90% voted in favor of Proposal 2; 84% voted in favor of Proposal 3; 86% voted in favor of Proposal 4; and 89% voted in favor of Proposal 5. For the full voting results of the special meeting of stockholders held on
As previously announced, in connection with the execution of the merger agreement,
The closing of the merger is anticipated to take place on
The shares of Company common stock, previously trading on The Nasdaq Capital Market through the close of business on
About
Vallon is a clinical-stage biopharmaceutical company, headquartered in
For more information about the company, please visit www.vallon-pharma.com.
References and links to websites have been provided for convenience, and the information contained on any such website is not a part of, or incorporated by reference into, this press release. Vallon is not responsible for the contents of third-party websites.
About
GRI Bio is a clinical stage biopharmaceutical company focused on fundamentally changing the way inflammatory, fibrotic and autoimmune diseases are treated. GRI’s therapies are designed to target the activity of NKT cells, which are key regulators earlier in the inflammatory cascade, to interrupt disease progression and restore the immune system to homeostasis. NKT cells are innate-like T cells that share properties of both NK and T cells and are a functional link between the innate and adaptive immune responses. Type I invariant NKT (“iNKT”) cells play a critical role in propagating the injury, inflammatory response, and fibrosis observed in inflammatory and fibrotic indications. GRI’s lead program, GRI-0621, is an inhibitor of iNKT cell activity and is being developed as a novel oral therapeutic for the treatment of IPF, a serious disease with significant unmet need. GRI is also developing a pipeline of novel Type 2 NKT agonists for the treatment of systemic lupus erythematosus. Additionally, with a library of over 500 proprietary compounds, GRI has the ability to fuel a growing pipeline.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any proxy, consent, authorization, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of the
Participants in the Solicitation
Vallon and GRI Bio, and each of their respective directors and executive officers and certain of their other members of management, employees, and agents, may be deemed to be participants in the solicitation of proxies in connection with the proposed transactions. Information about Vallon’s directors and executive officers is included in Vallon’s filings with the
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will,” “would,” or the negative of these words or other similar expressions. These forward-looking statements are based on Vallon’s and GRI Bio’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding: the timing of the completion of the merger, Vallon's and GRI Bio’s expectations with respect to financial results, future performance, development and commercialization of products and services, the initiation or completion of clinical studies, the potential benefits and impact of GRI Bio's products and services, potential regulatory approvals, anticipated financial impacts and other effects of the merger and any financing, the satisfaction or waiver of the closing conditions to the merger agreement and pertinent securities purchase agreements, the timing of the completion of the merger and any financing, the expected use of proceeds from any financing, the expected timing for the launch of Phase 2a biomarker study on GRI-0621 and Phase 1 study on GRI-0803, the listing of the combined company’s common stock on Nasdaq, and the size and potential growth of current or future markets for the combined company's products and services. Actual results may differ from the expectations, estimates and projections expressed by Vallon and GRI Bio herein and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including, without limitation: (1) the ability of Vallon and GRI Bio to meet the closing conditions in the Merger Agreement, including due to failure to obtain approval of the stockholders of Vallon and GRI Bio or certain regulatory approvals, or failure to satisfy other conditions to closing in the merger agreement; (2) the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against Vallon or GRI Bio following the announcement of the merger agreement and the transactions contemplated therein, that could give rise to the termination of the merger agreement or could otherwise cause the transactions contemplated therein to fail to close; and (3) other risks and uncertainties indicated from time to time in the Proxy, including those under the heading “Risk Factors” in the Proxy and in Vallon’s other filings with the
Investor Contact:
(833) 475-8247
vallon@jtcir.com
Source:
2023 GlobeNewswire, Inc., source