8-K filed December 11, 2025, 6:59 PM ET ticker VBIO CIK 0001787740

M&A confidence high sentiment neutral materiality 0.90

Tivic Health acquires Scorpius CDMO assets and closes $16.25M note and $12M preferred offerings

Valion Bio, Inc.

Acquired Scorpius CDMO assets for $16.25M cash via Article 9 sale through subsidiary Velocity Bioworks.
Issued $16.25M senior secured convertible note to 3i, with 5% interest and 5-year maturity, to fund the acquisition.
Sold 12,000 Series C preferred shares at $1,000 each for $12M in initial tranche; potential total up to $75M.
Terminated $25M equity purchase agreement with Mast Hill Fund on December 9, 2025.
Amended April 2025 purchase agreement with 3i to extend termination and lower floor price to $0.39.

item 1.01 item 5.03 item 1.02 item 2.01 item 2.03 item 3.02 item 3.03 item 7.01 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001683168-25-009079
form_type: 8-K
ticker: VBIO
cik: 0001787740
company_name: Valion Bio, Inc.
filed_at: 2025-12-11T23:59:59+00:00
discovered_at: 2026-05-14T18:02:40.464974+00:00
generated_at: 2026-05-16T13:32:11.372363+00:00
sec_items: ["1.01", "5.03", "1.02", "2.01", "2.03", "3.02", "3.03", "7.01", "9.01"]
event_type: m_and_a
sentiment: neutral
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: high
secwatch_canonical_url: https://secwatch.observer/filing/0001683168-25-009079
json_url: https://secwatch.observer/filing/0001683168-25-009079.json
markdown_url: https://secwatch.observer/filing/0001683168-25-009079.md
text_url: https://secwatch.observer/filing/0001683168-25-009079.txt
edgar_index_url: https://www.sec.gov/Archives/edgar/data/1787740/000168316825009079/0001683168-25-009079-index.htm
edgar_primary_document_url: https://www.sec.gov/Archives/edgar/data/1787740/000168316825009079/tivic_8k.htm
generated_by_model: deepseek-v4-flash:cloud
review_status: machine_generated
human_reviewed: false
corrected: false
correction_note: null
correction_timestamp: null
superseded_by: null

JSON Markdown Plain text

Source-grounded claims

a5878a4b150e9316011c6096fce0ba2ad3ca98e1

Valion Bio, Inc. incurred senior notes of $16,253,147.10 with 3i at 5.0% per annum maturing fifth anniversary of the issuance date.

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

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

25889b33dbae88c2caf2d9bf133eeccc6a311f1a

Valion Bio, Inc.: Filed Certificate of Designation for Series C Non-Voting Convertible Preferred Stock, effective upon filing on December 9, 2025 (effective 2025-12-09).

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

f85426f01188b9526eb89c9190d1b5e2e46880d8

Valion Bio, Inc. completed an acquisition involving 3i, LP, as collateral agent for Scorpius Holdings, Inc. for $16,253,147.10 in cash (closed 2025-12-10).

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

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: debt_financing, governance_change, ma_transaction same SEC item: 1.01, 2.03, 3.03, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

Filing page SEC filing

ESAB

ESAB completes $1.45B acquisition of Eddyfi Technologies

ESAB Corp June 2, 2026, 6:41 AM ET m_and_a Items 2.01, 3.02, 5.03, 3.03, 7.01, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.02, 3.03, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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.

Comparable filing

On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: debt_financing, ma_transaction same SEC item: 1.01, 2.01, 2.03, 3.02, 3.03, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032

Filing page SEC filing

RPAY

REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan

Repay Holdings Corp June 1, 2026, 4:14 PM ET m_and_a Items 1.01, 2.01, 1.02, 9.01, 2.03, 7.01

same fact type: debt_financing, ma_transaction same SEC item: 1.01, 1.02, 2.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million

Filing page SEC filing

EWCZ

European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted

European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: debt_financing, ma_transaction same SEC item: 1.01, 1.02, 2.01, 2.03, 3.03, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1

Filing page SEC filing

APAD

Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M

Enhanced Group Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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.

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company

Filing page SEC filing

VSEC

VSE completes $2.025B acquisition of Precision Aviation Group; 2025 revenue pro forma +50%

VSE CORP May 7, 2026, 7:59 PM ET m_and_a Items 2.01, 1.01, 2.03, 7.01, 9.01

same fact type: debt_financing, ma_transaction same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

(ii) an upsize to the Company's existing senior secured revolving credit facility from $400.0 million to $500.0 million

Filing page SEC filing

SHPH

Shuttle Pharma completes merger with United Dogecoin, pivots to crypto, raises $9.55M PIPE

Shuttle Pharmaceuticals Holdings, Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).

Filing page SEC filing

Source: SEC EDGAR

accession 0001683168-25-009079

view filing index on sec.gov

view primary document

This headline and bullets were generated automatically by deepseek-v4-flash:cloud from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.