Item 3.02 Unregistered Sales of Equity Securities.



As previously reported, on May 13, 2022, Vallon Pharmaceuticals, Inc., a
Delaware corporation (the "Company") entered into a Securities Purchase
Agreement with certain investors (the "Securities Purchase Agreement") for the
sale of up to 3,700,000 shares of the Company's common stock, par value $0.0001
per share (the "Shares"), at a purchase price of $1.0632 per Share in a
registered direct offering (the "Offering"). In a concurrent private placement
also pursuant to the Securities Purchase Agreement (the "Private Placement"),
for each Share of common stock purchased by an investor, such investor was
entitled receive from the Company an unregistered warrant (the "Warrant" and,
together with the "Shares," the "Securities") to purchase one Share of common
stock.

On May 17, 2022, the Company closed on the Offering and the Private Placement.
With respect to the Shares, the Offering was made pursuant to the Company's
existing shelf registration statement on Form S-3 (File No. 333-264488), which
was filed with the SEC on April 26, 2022 and declared effective by the SEC on
May 2, 2022. The Warrants and the Shares issuable upon exercise of the Warrants
were sold without registration under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of
the Securities Act as transactions not involving a public offering and Rule 506
promulgated under the Securities Act as sales to accredited investors, and in
reliance on similar exemptions under applicable state laws. The gross proceeds
from the Offering and Private Placement were approximately $3.9 million, before
deducting fees payable to the placement agent and other estimated offering
expenses payable by the Company. The Company currently intends to use the net
proceeds of the Offering and Private Placement for general corporate and working
capital purposes and expenses associated with the exploration of strategic
alternatives.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On May 16, 2022, the Board of Directors (the "Board") of the Company, adopted
Amendment No. 1 (the "Amendment") to the Amended and Restated Bylaws of the
Company (the "Bylaws"). The changes to the Bylaws pursuant to the Amendment are
effective following the final adjournment of the 2022 annual meeting of the
Company's stockholders. The Amendment amends Section 2.6 of the Bylaws, dealing
with a quorum at meetings of stockholders, to generally provide that a quorum is
at least one-third of the voting power of the stock outstanding and entitled to
vote at the meeting, present in person or represented by proxy. Prior to
effectiveness of the Amendment, a quorum is a majority of the voting power of
the stock outstanding and entitled to vote at the meeting, present in person or
represented by proxy.

The Amendment also amends Section 2.8(b) of the Bylaws, to generally provide
that all corporate actions to be taken by vote of the stockholders shall be
authorized by a majority of votes cast (with abstentions and broker non-votes
counting as neither votes cast for or against the matter). Prior to
effectiveness of the Amendment, all corporate actions to be taken by vote of the
stockholders shall be authorized by the affirmative vote of at least a majority
of the voting power of the stock present in person or represented by proxy and
entitled to vote on the subject.

The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by the full text of the Amendment, a copy of which
is attached as Exhibit 3.1 to this Current Report on Form 8-K (this "Current
Report") and is incorporated by reference herein.

Item 8.01 Other Events.

The disclosures under Item 3.02 to this Current Report are hereby incorporated by reference into this Item 8.01 disclosure.



On May 16, 2022, the Board appointed Marella Thorell as chairperson of the
Board. As additional compensation for service in the role of chairperson of the
Board, the Board granted Ms. Thorell a restricted stock unit award effective on
July 1, 2022 with a value equal to $20,000, which amount will vest and become
payable in substantially equal quarterly installments during the one-year period
commencing on the date of grant, subject to Ms. Thorell's continued service on
the Board.

In addition, on May 16, 2022, Ms. Thorell resigned as chairperson of the Audit
Committee and the Board appointed Meenu Karson as the new chairperson of the
Audit Committee.

Forward-Looking Statements

This Current Report contains forward-looking statements that involve risks and
uncertainties, such as statements related to use of the proceeds from the
Offering and the Private Placement. The risks and uncertainties involved include
the Company's ability to satisfy certain conditions to closing on a timely basis
or at all, market conditions, and other risks detailed from time to time in the
Company's periodic reports and other filings with the SEC. You are cautioned not
to place undue reliance on forward-looking statements, which are based on the
Company's current expectations and assumptions and speak only as of the date of
this Current Report. The Company does not intend to revise or update any
forward-looking statement in this Current Report as a result of new information,
future events or otherwise, except as required by law.


--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.             Description
                          Amendment No. 1 to the Amended and Restated Bylaws, certified as of May 16,
3.1                     2022.
104                     Cover Page Interactive Data File (embedded within

the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses