---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-040603"
form_type: "8-K"
ticker: "VBIO"
cik: "0001787740"
company_name: "Valion Bio, Inc."
filed_at: "2023-08-09T23:59:59+00:00"
generated_at: "2026-06-11T23:00:03.016597+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Tivic Health prices $1.4M public offering of 33.2M shares at $0.041/share

## Summary
- Priced public offering of 33,173,000 shares at $0.041/share; expected gross proceeds ~$1.4M.
- Net proceeds ~$1.2M after placement agent fees and expenses; use for working capital and general corporate purposes.
- Maxim Group LLC acted as sole placement agent; received 8% cash fee ($108,807) and warrants for 1,326,920 shares at $0.0492.
- Offering closed on August 9, 2023; officers and directors entered 30-day lock-up agreements.

## SEC filing metadata
- accession: 0000950170-23-040603
- form_type: 8-K
- ticker: VBIO
- cik: 0001787740
- company_name: Valion Bio, Inc.
- filed_at: 2023-08-09T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1787740/000095017023040603/0000950170-23-040603-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1787740/000095017023040603/tivc-20230806.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-040603
- JSON: https://secwatch.observer/filing/0000950170-23-040603.json
- Plain text: https://secwatch.observer/filing/0000950170-23-040603.txt

## Key facts
- Material Agreements
  Valion Bio, Inc. entered into Purchase Agreement with the investors named on the signature pages thereto valued at approximately $1.4 million (effective 2023-08-06).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the investors named on the signature pages thereto
  - Value: approximately $1.4 million
  - Effective: 2023-08-06
  source text: On August 6, 2023, Tivic Health Systems, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with the investors named on the signature pages thereto (the “Purchasers”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1787740/000095017023040603/0000950170-23-040603-index.htm
- Material Agreements
  Valion Bio, Inc. entered into Placement Agency Agreement with Maxim Group LLC valued at an aggregate cash fee of 8.0% of the aggregate gross proceeds of the Offering (amounting to $108,807 (effective 2023-08-06).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Maxim Group LLC
  - Value: an aggregate cash fee of 8.0% of the aggregate gross proceeds of the Offering (amounting to $108,807
  - Effective: 2023-08-06
  source text: On August 6, 2023, the Company and Maxim entered into a Placement Agency Agreement (the “Placement Agency Agreement”), pursuant to which, as compensation for services rendered by the Placement Agent in connection with the Offering, the Company paid the Placement Agent an aggregate cash fee of 8.0% of the aggregate gross proceeds of the Offering (amounting to $108,807) at closing, as well as up to $90,000 for the reimbursement of certain of the Placement Agent’s expenses.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1787740/000095017023040603/0000950170-23-040603-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.