Valion Bio, Inc. (VBIO): M&A transaction — Tivic Health acquires Scorpius CDMO assets and closes $16.25M note and $12M preferred offerings

a senior secured convertible note (the “Note”) in the principal amount of $16,253,147.10

the Company agreed to issue, in a private placement, upon the satisfaction of certain conditions specified in the Note Purchase Agreement, a senior secured convertible note (the “Note”) in the principal amount of $16,253,147.10

provide similar services to other clients in the future. Pursuant to the APA, as consideration for the Acquired Assets, the Company (on behalf of VBI) paid the Collateral Agent $16,253,147.10 in cash at closing of the Acquisition. Consistent with customary practices in a sale under Article 9, the APA does not contain representations, warranties, covenants or

the Company’s sale of shares of Series C Preferred Stock and below in Item 5.03 regarding the designation of the Series C Preferred Stock and the preferences, rights and limitations applicable thereto

On December 9, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Preferred Offering discussed above in Item 1.01. The Certificate of Designation became effective upon filing and designates 75,000 shares of the Company’s preferred stock as Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share.

provide similar services to other clients in the future. Pursuant to the APA, as consideration for the Acquired Assets, the Company (on behalf of VBI) paid the Collateral Agent $16,253,147.10 in cash at closing of the Acquisition. Consistent with customary practices in a sale under Article 9, the APA does not contain representations, warranties, covenants or

On December 9, 2025, the Company, VBI and 3i entered into a Security Agreement (the “Security Agreement”), pursuant to which the Company and VBI granted security interests in the Collateral (as such term is defined in the Security Agreement) to secure the obligations of the Company under the Note and the Note Purchase Agreement.

On December 9, 2025, Tivic Health Systems, Inc. (the “Company”), a Delaware corporation, through a newly formed wholly owned subsidiary, Velocity Bioworks, Inc. (“VBI”) entered into an Asset Purchase Agreement (the “APA”) and Secured Party Bill of Sale (the “Bill of Sale”) with 3i, LP (“3i”), in its capacity as collateral agent (“Collateral Agent”) of Scorpius Holdings, Inc. (“Scorpius”) pursuant to which, VBI acquired all of personal property and assets (collectively, the “Acquired Assets”), but assumed no liabilities in respect to the period prior to the Closing Date (as defined below) of Scorpius, in a public sale pursuant to Article 9 of the Uniform Commercial Code (“Article 9”) (the “Acquisition”).

On December 9, 2025, the Company entered into a Securities Purchase Agreement (the “Note Purchase Agreement”) with 3i, pursuant to which the Company agreed to issue, in a private placement, upon the satisfaction of certain conditions specified in the Note Purchase Agreement, a senior secured convertible note (the “Note”) in the principal amount of $16,253,147.10 and a warrant (the “Note Offering Warrant”) to purchase up to an aggregate of 4,553,213 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to 3i for an aggregate purchase price of $16,253,147.10 (the “Note Offering”).