{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-23-028676","form_type":"8-K","ticker":"VBIO","cik":"0001787740","company_name":"Valion Bio, Inc.","filed_at":"2023-06-16T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.588629+00:00","generated_at":"2026-06-13T23:02:08.850622+00:00","sec_items":["5.07","8.01"],"event_type":"other","sentiment":"negative","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Tivic Health shareholders reject reverse stock split proposal; Dean Zikria elected director","bullets":["Reverse stock split (1:5 to 1:30) failed; 14.0M votes for (47% of outstanding) insufficient to pass.","Dean Zikria elected as Class II director with 9.2M votes for; no opposing votes recorded.","Auditor Rosenberg Rich Baker Berman ratified for fiscal year 2023 with 15.5M votes for.","Non-executive directors each granted options for 25,000 shares at $0.093, vesting over 3 years."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-23-028676","json":"https://secwatch.observer/filing/0000950170-23-028676.json","markdown":"https://secwatch.observer/filing/0000950170-23-028676.md","text":"https://secwatch.observer/filing/0000950170-23-028676.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1787740/000095017023028676/0000950170-23-028676-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1787740/000095017023028676/tivc-20230614.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T23:02:08.850622+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8d1fe544d65d42859245ef9981ffaa25a815ab4d","claim":"Valion Bio, Inc. shareholders approved Ratification of Rosenberg Rich Baker Berman, P.A. as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-14 meeting.","evidence_excerpt":"The Company’s stockholders ratified the selection of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, as follows: Votes For Votes Against Abstentions Broker Non-Votes 15,466,407 727,906 116,035 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1787740/000095017023028676/0000950170-23-028676-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"},{"claim_id":"ad5634d561abb208998ada1f0158125a16987f7f","claim":"Valion Bio, Inc. shareholders approved Election of Class II Director at the 2023-06-14 meeting.","evidence_excerpt":"The Company’s stockholders elected one Class II director, to hold office until the Company’s 2026 annual meeting of stockholders, or until his successor is duly elected and qualified, subject to prior death, resignation or removal, as follows: Name of Director Votes For Votes Against Abstentions Broker Non-Votes Dean Zikria 9,216,549 0 916,197 6,177,602","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1787740/000095017023028676/0000950170-23-028676-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"},{"claim_id":"dd51a027821163bf537f490f35b21a2b961e837c","claim":"Valion Bio, Inc. shareholders rejected Authorize amendment to certificate of incorporation to effect a reverse stock split at a ratio between 1-for-5 and 1-for-30 at the 2023-06-14 meeting.","evidence_excerpt":"The Company’s stockholders did not approve the Company’s proposal to authorize the Company to amend its amended and restated certification of incorporation to effect, at the discretion of its Board, a reverse stock split of all of the Company’s issued and outstanding shares of common stock at a ratio of not less than 1-for-5 and not greater than 1-for-30, such ratio to be determined by its Board at any time within twelve months, without further approval or authorization of its stockholders, as follows: Votes For Votes Against Abstentions Broker Non-Votes 14,000,037 2,153,285 157,026 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1787740/000095017023028676/0000950170-23-028676-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}