Vallon Pharmaceuticals, Inc. (NASDAQ: VLON), (“Vallon” or the
“Company”), today urges its stockholders of record as of March 6,
2023 to vote in favor of all of the proposals outlined in the
Company’s definitive Proxy Statement (the “Proxy”) for the upcoming
Special Stockholder Meeting to be held virtually at 9:00 AM ET on
April 12, 2023.
The proposals outlined in the Proxy include the
proposed Merger with GRI Bio, Inc. The Merger will result in a
clinical-stage biotechnology company focused on discovering,
developing, and commercializing innovative therapies targeting
serious diseases associated with dysregulated immune responses that
lead to inflammatory, fibrotic, and autoimmune disorders.
David Baker, Chief Executive Officer of Vallon,
commented, “We appreciate the strong support from Vallon’s voting
stockholders and strongly urge all unvoted stockholders of record
to vote for all proposals in order to move forward with the Merger.
Both Vallon and GRI Bio are excited about the compelling
opportunities that the Merger brings to their respective
stockholders.”
Of particular importance, approval of Proposal 2
(Reverse Stock Split) is a condition to the consummation of the
Merger. Although an overwhelming majority of votes cast to date
have supported Proposal 2, approval of this proposal has a higher
vote threshold and requires the affirmative vote of holders of a
majority of Vallon’s common stock outstanding as of the March 6,
2023 record date. As a result, the Merger cannot be consummated
unless Proposal 2 is approved.
EVERY VOTE MATTERS – NO MATTER HOW MANY
SHARES YOU OWN
Stockholders of record as of March 6, 2023, are
encouraged to vote by either (1) mailing their signed proxy card in
the return envelope enclosed with the Proxy (2) providing their
proxy instructions via phone by following the instructions on the
proxy card or voting instruction form (3) providing their proxy
instructions via the Internet by following the instructions on the
proxy card or voting instruction form, or (4) as otherwise
described in the Proxy.
After careful consideration, Vallon’s board of
directors has unanimously (i) determined that the Merger and all
related transactions contemplated by the Merger Agreement are fair
to, advisable and in the best interests of Vallon and its
stockholders, (ii) approved and declared advisable the Merger
Agreement and the transactions contemplated therein, and (iii)
determined to recommend, upon the terms and subject to the
conditions set forth in the Merger Agreement, that each Vallon
stockholder vote “FOR” Proposal Nos. 1, 2, 3, 4, and 5.
Vallon stockholders who need assistance
in voting their shares may contact Vallon’s proxy solicitor
Morrow Sodali LLC by calling
(800)
607-0088,
or banks and brokers can call collect at (203) 658-9400, or by
emailing
VLON.info@investor.morrowsodali.com.
YOUR VOTE IS IMPORTANT.
VOTE TODAY!
A proxy form or voting instruction form
accompanied the special meeting materials Instructions on how to
vote, which vary depending on whether you are a registered or
beneficial stockholder of the Company, are provided in the proxy
form or voting instruction form.
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.
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 Proxy,
including those under the heading “Risk Factors” in the Proxy 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.
Important Additional
Information
In connection with the proposed Merger between
Vallon and GRI Bio, on March 8, 2023, Vallon filed the Proxy with
the U.S. Securities and Exchange Commission (the “SEC”), which
Proxy had been previously filed, along with certain other related
documents, in preliminary form in a Registration Statement on Form
S-4, which Proxy constituted both the proxy statement to be
distributed to Vallon’s stockholders in connection with Vallon’s
solicitation of proxies for the vote by Vallon’s stockholders with
respect to the Merger and other matters as may be described in the
Proxy, as well as the prospectus relating to the offer and sale of
the securities of Vallon to be issued in the Merger. This press
release is not a substitute for the Proxy or any other documents
that Vallon has filed or may file with the SEC or send to its
stockholders in connection with the proposed transactions. BEFORE
MAKING ANY VOTING DECISION, VALLON URGES INVESTORS AND STOCKHOLDERS
TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT VALLON, THE PROPOSED
TRANSACTIONS, AND RELATED MATTERS.
You may obtain free copies of the Proxy and all
other documents filed or that will be filed with the SEC regarding
the proposed transaction at the website maintained by the SEC at
www.sec.gov. Investors and stockholders are urged to read the Proxy
and the other relevant materials before making any voting or
investment decision with respect to the proposed transactions.
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 SEC,
including Vallon’s Annual Report on Form 10-K for the year ended
December 31, 2022 (filed with the SEC on February 24, 2023) and the
Proxy. These documents can be obtained free of charge from the
source indicated above.
No Offer or Solicitation
This press release will not constitute an offer
to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities, nor will 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 in connection with the proposed Merger shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
Investor Contact:JTC Team, LLC Jenene Thomas
(833) 475-8247 vallon@jtcir.com
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