Vallon Pharmaceuticals, Inc. (NASDAQ: VLON) (“Vallon” or the “Company”) today announced that its stockholders have approved Proposals 1, 2, 4 and 5, related to the previously announced proposed merger with GRI Bio, Inc., a privately held biotechnology company (“GRI Bio” or “GRI”), at a special meeting of stockholders held on April 20, 2023 (the “Special Meeting”). Accordingly, at the effective time of the merger, each share of GRI’s common stock, will be automatically converted into the right to receive a number of shares of Vallon’s common stock equal to the exchange ratio, as calculated pursuant to the merger agreement. Based on a closing price of Vallon’s common stock of $0.46 per share on April 20, 2023, the exchange ratio is 0.0374.

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.

David Baker, Chief Executive Officer of Vallon, commented, “We are pleased and gratified that the majority of our stockholders, through their votes in favor of the merger, see the same potential with GRI Bio that Vallon and our board does. We look forward to the future of the combined company and advancing a deep pipeline with the potential to address shortcomings that exist with current therapeutic treatments targeting inflammation and fibrosis across a number of high-value indications.”

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 April 20, 2023, please refer to the Form 8-K filed with the SEC.

As previously announced, in connection with the execution of the merger agreement, Altium Capital (“Altium”) agreed to invest approximately $15 million at a pre-money valuation of $75 million of which $2.5 million has already been invested and an additional $12.25 million will be invested coincident with the close of the merger. The combined company is expected to use the proceeds from the financings to fund the advancement of GRI Bio’s Natural Killer T (“NKT”) development pipeline targeting multiple inflammatory, fibrotic and autoimmune indications into mid-2024 with an initial focus on idiopathic pulmonary fibrosis (“IPF”).

The closing of the merger is anticipated to take place on April 21, 2023. The merger would result in a combined company which will operate under the name “GRI Bio, Inc.” and will focus on advancing GRI Bio’s innovative pipeline of NKT cell modulators for the treatment of inflammatory, fibrotic and autoimmune diseases.

The shares of Company common stock, previously trading on The Nasdaq Capital Market through the close of business on April 21, 2023 under the ticker symbol “VLON,” are expected to commence trading on The Nasdaq Capital Market, on a post-Reverse Split adjusted basis, under the ticker symbol “GRI”, effective April 24, 2023.