---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-26-000877"
form_type: "8-K"
ticker: "VBIO"
cik: "0001787740"
company_name: "Valion Bio, Inc."
filed_at: "2026-02-09T23:59:59+00:00"
generated_at: "2026-05-16T03:55:31.766436+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Tivic Health enters $50M equity line with Tumim Stone Capital; pre-funded warrant issued

## Summary
- Common Stock Purchase Agreement allows Tivic to sell up to $50M of common stock to Tumim Stone Capital at 97% or 95% of VWAP.
- Pre-funded warrant for 437,012 shares at $0.0001 per share issued as commitment fee; warrants exercisable immediately.
- Exchange Cap set at 506,848 shares (19.99% of outstanding) unless average sale price equals or exceeds $1.02 per share.
- Daily maximum draw is $1M (one-day valuation) or $2.5M (three-day valuation) with volume limits of 15% or 40% of daily volume.
- Registration Rights Agreement filed to register resale of shares issued under the Purchase Agreement.

## SEC filing metadata
- accession: 0001683168-26-000877
- form_type: 8-K
- ticker: VBIO
- cik: 0001787740
- company_name: Valion Bio, Inc.
- filed_at: 2026-02-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1787740/000168316826000877/0001683168-26-000877-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1787740/000168316826000877/tivic_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-26-000877
- JSON: https://secwatch.observer/filing/0001683168-26-000877.json
- Plain text: https://secwatch.observer/filing/0001683168-26-000877.txt

## Key facts
- Material Agreements
  Valion Bio, Inc. entered into Common Stock Purchase Agreement with Tumim Stone Capital, LLC valued at Up to $50,000,000 of newly issued shares of Common Stock (effective 2026-02-06).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Tumim Stone Capital, LLC
  - Value: Up to $50,000,000 of newly issued shares of Common Stock
  - Effective: 2026-02-06
  source text: On February 6, 2026, Tivic Health Systems, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1787740/000168316826000877/0001683168-26-000877-index.htm

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