Vallon Pharmaceuticals, Inc. (NASDAQ: VLON), (“Vallon” or the
“Company”), today reported its financial results for the fiscal
year ended December 31, 2022.
In December 2022, Vallon announced it had
entered into a definitive agreement (the “Merger Agreement”) with
GRI Bio, Inc. (“GRI Bio”), a privately held biotechnology company
with the goal of advancing an innovative pipeline of Natural Killer
T (“NKT”) cell regulators for the treatment of inflammatory,
fibrotic and autoimmune diseases. Pursuant to the Merger Agreement,
GRI Bio will merge with a wholly-owned subsidiary of Vallon in an
all-stock transaction (the “Merger”). The combined company will
focus on advancing GRI Bio’s innovative pipeline of NKT cell
regulators for the treatment of inflammatory, fibrotic and
autoimmune diseases with an initial focus on Idiopathic Pulmonary
Fibrosis (“IPF”). Following the closing of the Merger, the combined
company is expected to operate under the name “GRI Bio, Inc.” and
will focus on the development of GRI Bio’s pipeline and trade on
The Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “GRI”.
The transaction is expected to close in the second quarter of
2023.
David Baker, Chief Executive Officer of Vallon,
commented, “The latter part of 2022 was focused on evaluating
strategic alternatives in order to maximize shareholder value. We
believe that merging with GRI Bio and advancing a potentially deep
pipeline, leveraging its innovative NKT regulator technology
represents the best path forward for Vallon shareholders in the
near and long term. We continue to work towards the successful
closing of our proposed merger agreement with GRI Bio, which we
expect to be completed early in the second quarter of this
year.”
Summary of Financial Results for Fiscal
Year 2022
Net loss was $7.0 million and $9.3 million for
the fiscal years ended December 31, 2022 and 2021,
respectively.
Research and development expenses were $1.2
million and $5.2 million for the fiscal years ended December 31,
2022, and 2021, respectively. The decrease in research and
development expenses was primarily due to a decrease in the
development program of ADAIR, personnel expenses, including
stock-based compensation and consulting fees. General and
administrative expenses were $5.8 million and $4.1 million for the
fiscal years ended December 31, 2022, and 2021, respectively. The
increase in general and administrative expenses was primarily
related to increased costs as a result of our evaluation of
strategic alternatives.
As of December 31, 2022, the Company had cash
and cash equivalents of approximately $3.8 million.
About Vallon
Pharmaceuticals,
Inc.
Vallon is a clinical-stage biopharmaceutical
company, headquartered in Philadelphia, PA. The Company has been
focused on the development of new medications to help patients with
CNS disorders.
For more information about the Company, please
visit www.vallon-pharma.com or connect with us on LinkedIn or
Twitter.
References 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.
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 U.S. Securities Act of
1933, as amended.
Additional Information About the
Proposed Transaction for Investors and Shareholders
In connection with the Merger, on December 23,
2022, the Company filed with the Securities and Exchange Commission
(the “SEC”) a registration statement on Form S-4 (No. 333-268977),
which included a preliminary proxy statement/prospectus and certain
other related documents and intends to file with the SEC any
amendments to the registration statement on Form S-4, as required
by the SEC (collectively, the “Registration Statement”), which will
include a definitive proxy statement/prospectus and certain other
related documents, which will be both the proxy statement to be
distributed to holders of the Company’s common stock in connection
with the Company’s solicitation of proxies for the vote by the
Company’s stockholders with respect to the Merger and other matters
as may be described in the Registration Statement, as well as the
prospectus relating to the offer and sale of the securities of the
Company to be issued in the Merger. The Company’s
stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus included in
the Registration Statement and the amendments thereto and the
definitive proxy statement/prospectus, as well as other documents
filed with the SEC in connection with the proposed Merger, as these
materials will contain important information about the parties to
the Merger Agreement, the Company and the proposed Merger.
After the Registration Statement is declared effective, the
definitive proxy statement/prospectus and other relevant materials
for the proposed Merger will be mailed to stockholders of the
Company as of a record date to be established for voting on the
proposed Merger and other matters as may be described in the
Registration Statement. Stockholders will also be able to obtain
copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, and other documents filed
with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC’s web site at
www.sec.gov. In addition, the documents filed by Vallon may be
obtained free of charge from Vallon’s website at
www.vallon-pharma.com or by written request to Vallon at
vallon@jtcir.com.
Participants in the
Solicitation
Vallon, GRI Bio and certain of their respective
directors and executive officers may be deemed, under the SEC
rules, to be participants in the solicitation of proxies from
Vallon stockholders with respect to the matters relating to the
Merger. Information regarding Vallon’s executive officers and
directors is available in Vallon’s proxy statement on Schedule 14A
for its 2022 annual meeting of stockholders, filed with the SEC on
April 27, 2022 and Vallon’s Annual Report on Form 10-K for the
year-ended December 31, 2022. These documents are available free of
charge at the SEC’s website at www.sec.gov or by going to Vallon’s
investor page on its corporate website at www.vallon-pharma.com.
Additional information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of
proxies in connection with the proposed transaction, and a
description of their direct and indirect interests in the proposed
transaction, which may differ from the interests of Vallon’s
stockholders generally, will be set forth in the Registration
Statement, when available.
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.
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
Registration Statement, including those under the heading “Risk
Factors” in the Registration Statement and in Vallon’s other
filings with the SEC. Forward-looking statements contained in this
announcement are made as of this date, and the Company undertakes
no duty to update such information except as required under
applicable law.
Investor
Contact:JTC Team, LLCJenene Thomas(833)
475-8247vallon@jtcir.com
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