On April 21, 2023, the stockholders of the Company approved the Amended and Restated GRI Bio, Inc. 2018 Equity Incentive Plan (the A&R 2018 Plan). The A&R 2018 Plan provides the Company with the ability to grant stock options, restricted stock and other equity-based awards to employees, directors and consultants. Stock options granted by the Company under the A&R 2018 Plan generally have a contractual life of up to 10 years. As of June 30, 2025, awards granted under the A&R 2018 Plan representing the right to purchase or contingent right to receive up to an aggregate of 21,270 shares of the Company's Common Stock were outstanding and 21,275 shares of the Company’s Common Stock were reserved for issuance under the A&R 2018 Plan. The number of shares reserved for issuance under the A&R 2018 Plan may be increased pursuant to the A&R 2018 Plan’s “evergreen” provision on the first day of each calendar year beginning January 1, 2024 and ending on and including January 1, 2033, by a number of shares not to exceed 4% of the aggregate number of shares of the Company’s Common Stock outstanding on the final day of the immediately preceding calendar year.

The Company recorded stock-based compensation related to equity-based awards issued under the A&R 2018 Plan in the following expense categories of its accompanying consolidated statements of operations for the three and six months ended June 30, 2025 and 2024:

The Company measures equity-based awards granted to employees and non-employees based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period or performance-based period, which is generally the vesting period of the respective award. The measurement date for service-based equity awards is the date of grant, and

equity-based compensation costs are recognized as expense over the requisite service period. The Company records expense for performance-based awards if the Company concludes that it is probable that the performance condition will be achieved.


	Number of options	Weighted-average exercise price		Weighted-average remaining contractual term (years)
Outstanding at December 31, 2024	142	$	4,376.92	8.63
Granted	21,128	$	11.66
Exercised	—	—
Forfeited/cancelled	—	—
Outstanding at June 30, 2025	21,270	$	40.80	9.56
Exercisable at June 30, 2025	21,208	$	30.83	9.56
Vested and expected to vest at June 30, 2025	21,270	$	40.80	9.56

As of June 30, 2025, all of the outstanding and exercisable stock options were out of the money and therefore had no intrinsic value. As of June 30, 2025, the unrecognized compensation cost related to unvested stock options expected to vest was $174. This unrecognized compensation is expected to be recognized over a weighted-average amortization period of 0.78 years.

The Company granted 21,128 stock options to its employees and non-employee directors during the six months ended June 30, 2025. The Black-Scholes option-pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions: