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Washington, D.C. 20549 FORM 8-K

Date of Report (Date of earliest event reported): April 11, 2025

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On April 11, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of GRI Bio, Inc. (the “Company”) approved the dismissal of Sadler Gibb & Associates LLC (“Sadler”) as the Company’s independent registered public accounting firm. The dismissal was not related to any disagreements with Sadler on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

The reports of Sadler on the financial statements of the Company as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for the explanatory paragraph relating to the Company's ability to continue as a going concern contained in such reports.

During the fiscal years ended December 31, 2024 and 2023 and during the interim period through April 11, 2025, there were (a) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and Sadler on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to the satisfaction of Sadler, would have caused Sadler to make reference thereto in their reports, and (b) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses in the Company’s internal control over financial reporting as previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2025 (the “Annual Report”) with respect to the accounting associated with the pre-pricing of certain warrants in a nonroutine transaction. As previously reported in the Annual Report, no restatements of any prior periods were required, and management implemented a plan to remediate the material weakness. This reportable event was discussed among the Audit Committee and Sadler. Sadler has been authorized by the Company to respond fully to the inquiries of WithumSmith+Brown, PC (“Withum”), the successor independent registered public accounting firm, concerning this reportable event.

The Company provided Sadler with a copy of the above disclosures and has requested that Sadler furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of Sadler’s letter dated April 15, 2025 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

On April 11, 2025, the Audit Committee appointed Withum as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and during the interim period through April 11, 2025, neither the Company nor anyone on its behalf has consulted with Withum regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.

(d) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.