GRI Bio SC 13G/A Vallon Pharmaceuticals / BIGGER CAPITAL FUND L P ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)¹

Vallon Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

92023M 101

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 92023M 101


	1	NAME OF REPORTING PERSON

			Bigger Capital Fund, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0
	12	TYPE OF REPORTING PERSON

			PN

CUSIP No. 92023M 101


	1	NAME OF REPORTING PERSON

			Bigger Capital Fund GP, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0
	12	TYPE OF REPORTING PERSON

			OO

CUSIP No. 92023M 101


	1	NAME OF REPORTING PERSON

			District 2 Capital Fund LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0
	12	TYPE OF REPORTING PERSON

			PN

CUSIP No. 92023M 101


	1	NAME OF REPORTING PERSON

			District 2 Capital LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0
	12	TYPE OF REPORTING PERSON

			PN

CUSIP No. 92023M 101


	1	NAME OF REPORTING PERSON

			District 2 GP LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0
	12	TYPE OF REPORTING PERSON

			OO

CUSIP No. 92023M 101


	1	NAME OF REPORTING PERSON

			District 2 Holdings LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0
	12	TYPE OF REPORTING PERSON

			OO

CUSIP No. 92023M 101


	1	NAME OF REPORTING PERSON

			Michael Bigger
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			7	SOLE DISPOSITIVE POWER

					0
			8	SHARED DISPOSITIVE POWER

					0
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			0
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0
	12	TYPE OF REPORTING PERSON

			IN

CUSIP No. 92023M 101

Item 1(a).

Name of Issuer:

Vallon Pharmaceuticals, Inc., a Delaware corporation.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

100 N. 18^th Street, Suite 300
Philadelphia, Pennsylvania 19103

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

Bigger Capital Fund, LP (“Bigger Capital”)

2250 Red Springs Drive
Las Vegas, NV 89135

Citizenship: Delaware

Bigger Capital Fund GP, LLC (“Bigger GP”)

2250 Red Springs Drive
Las Vegas, NV 89135

Citizenship: Delaware

District 2 Capital Fund LP (“District 2 CF”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 Capital LP (“District 2”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 GP LLC (“District 2 GP”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 Holdings LLC (“District 2 Holdings”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

Michael Bigger

2250 Red Springs Drive
Las Vegas, NV 89135

Citizenship: USA

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

CUSIP No. 92023M 101

Item 2(d).

Title of Class of Securities:

Common Share, $.0001 par value.

Item 2(e).

CUSIP Number:

92023M 101

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

	/x/	Not applicable.

(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.

(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.

(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j)	/ /	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

		If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership

(a)

Amount beneficially owned:

As of December 31, 2022, none of the Reporting Persons owned securities of the Issuer.

(b)

Percent of class:

Not Applicable.

CUSIP No. 92023M 101

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

(ii)

Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii)

Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

(iv)

Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 99.1. Previously filed.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 92023M 101

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 27, 2023

Bigger Capital Fund, LP		Bigger Capital Fund GP, LLC

By:	Bigger Capital Fund GP, LLC, its general partner	By:	/s/ Michael Bigger
			Michael Bigger
By:	/s/ Michael Bigger		Managing Member
	Michael Bigger
	Managing Member
		District 2 Capital LP

District 2 Capital Fund LP		By:	/s/ Michael Bigger
			Michael Bigger
By:	District 2 GP LLC, its general partner		Managing Member

By:	/s/ Michael Bigger
	Michael Bigger	District 2 Holdings LLC
	Managing Member
		By:	/s/ Michael Bigger
			Michael Bigger
District 2 GP LLC			Managing Member

By:	/s/ Michael Bigger
	Michael Bigger	/s/ Michael Bigger
	Managing Member	Michael Bigger

GRI Bio (GRI) SC 13G/AVallon Pharmaceuticals / BIGGER CAPITAL FUND L P ownership change