Source-grounded facts extracted from Valion Bio, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Valion Bio, Inc. shareholders approved Approval of sale and issuance of common stock pursuant to Common Stock Purchase Agreement with Tumim Stone Capital, LLC (Nasdaq Rule 5635(d)) at the 2026-05-28 meeting.
“Votes For Votes Against Abstentions Broker Non-Votes 333,345 153,008”
Valion Bio, Inc. shareholders approved Approval of issuance of shares of common stock upon conversion of Series B Non-Voting Convertible Preferred Stock and exercise of related warrants to 3i, LP (Nasdaq Rule 5635(d)) at the 2026-05-28 meeting.
“Votes For Votes Against Abstentions Broker Non-Votes 333,682 152,377 135,011* 637,190”
Valion Bio, Inc. shareholders approved Approval of issuance of shares of common stock upon conversion of Senior Secured Convertible Note and exercise of warrant to 3i, LP (Nasdaq Rule 5635(d)) at the 2026-05-28 meeting.
“Votes For Votes Against Abstentions Broker Non-Votes 332,456 153,503 135,111* 637,190”
Valion Bio, Inc. shareholders approved Approval of issuance of shares of common stock upon conversion of Series C Preferred Stock and exercise of related warrants (Nasdaq Rule 5635(d)) at the 2026-05-28 meeting.
“Votes For Votes Against Abstentions Broker Non-Votes 332,353 153,606 135,111* 637,190”
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, 2026 at the 2026-05-28 meeting.
“Proposal No. 3: The Company’s stockholders ratified the selection of Rosenberg Rich Baker Berman, P.A.”
Valion Bio, Inc. shareholders approved Approval of Plan Amendment to increase shares authorized under the 2021 Amended and Restated 2021 Equity Incentive Plan by 2,581,608 shares at the 2026-05-28 meeting.
“Votes For Votes Against Abstentions Broker Non-Votes 736,919 134,918 60,707 637,190”
Valion Bio, Inc. shareholders approved Election of one Class II director at the 2026-05-28 meeting.
“Name of Director Votes For Withhold Broker Non-Votes Dean Zikria 873,001 59,543 637,190”
Valion Bio, Inc. reported financial results for the three months ended March 31, 2026.
“Valion Bio Reports First Quarter 2026 Financial Results”
Melinda Lackey was appointed as General Counsel and Senior Vice President of Legal Affairs at Valion Bio, Inc..
“On May 4, 2026, Melinda Lackey was appointed as General Counsel and Senior Vice President of Legal Affairs of Valion Bio, Inc.”
Valion Bio, Inc.: Changed corporate name from Tivic Health Systems, Inc. to Valion Bio, Inc (effective 2026-04-28).
“On April 22, 2026, Tivic Health Systems, Inc. (the “Company”) filed a certificate of amendment (“Certificate of Amendment”) to its amended and restated certificate of incorporation filed with the Delaware Secretary of State to change its corporate name to Valion Bio, Inc. (the “Name Change”), effective as of April 28, 2026.”
Valion Bio, Inc. reported year ended December 31, 2025 results: net income expected to be in the range of $8.8 million to $9.1 million.
“Net loss for the year ended December 31, 2025 is expected to be in the range of $8.8 million to $9.1 million, compared with $5.7 million for the year ended December 31, 2024.”
Valion Bio, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“March 19, 2026, Tivic Health Systems, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s common stock was below $1.00 per share for at least 30 consecutive business days, the Company is not currently in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The notification has no immediate effect”
Valion Bio, Inc. entered into Office Sublease with Texas Research and Technology Foundation valued at Monthly base rent starting at $31,044.94 with annual increases of approximately 3.0% (effective 2026-03-13).
“On March 13, 2026, VBI entered into a Sublease (the “Office Sublease” and together with the Microbial Building Lease and the Mammalian Building Lease, the “Facility Leases”) with Texas Research and Technology Foundation (“TRTF”) to sublease approximately 8,122 square feet of office space located at the Property, which Office Sublease was consented to by TPB, as landlord of the leased premises, and is subject to the terms of that certain Office Lease Agreement, dated June 1, 2024, by and between TRTF and TPB.”
Valion Bio, Inc. entered into Mammalian Building Lease with Merchants Ice II, LLC valued at Monthly base rent of $55,029.73 for first twelve months, aggregate base rent over lease term approxi (effective 2026-01-01).
“On March 9, 2026, VBI entered into a Lease (the “Mammalian Building Lease”) with Merchants Ice II, LLC (“Merchants Ice II”) to lease an approximately 20,144 square foot facility located at the Property.”
Valion Bio, Inc. entered into Microbial Building Lease with TPB Merchants Ice LLC valued at Monthly base rent of approximately $22,605 for first twelve months, aggregate base rent over eight-y (effective 2026-03-13).
“On March 13, 2026, Tivic Health Systems, Inc.’s (the “Company”) wholly owned subsidiary Velocity Bioworks, Inc. (“VBI”) entered into a Building Lease Agreement (the “Microbial Building Lease”) with TPB Merchants Ice LLC (“TPB”) to lease an approximately 8,024 square foot facility (the “Microbial Building”) located at 1305 E. Houston St., San Antonio, TX 78205 (the “Property”).”
Valion Bio, Inc. issued 437,012 shares of warrant to Tumim Stone Capital, LLC.
“As consideration for the Investor’s commitment to purchase shares of Common Stock, the Company issued a pre-funded warrant to purchase 437,012 shares of Common Stock (the “Pre-Funded Warrants”), to the Investor as a commitment fee (the “Commitment Fee”).”
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).
“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”).”
Valion Bio, Inc. entered into Security Agreement with 3i, LP valued at security interests granted in collateral for $16,253,147.10 note (effective 2025-12-09).
“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.”
Valion Bio, Inc. entered into Securities Purchase Agreement with 3i, LP valued at $16,253,147.10 (effective 2025-12-09).
“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”).”
Valion Bio, Inc. entered into Asset Purchase Agreement with 3i, LP valued at $16,253,147.10 (effective 2025-12-09).
“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”).”
Valion Bio, Inc. issued preferred stock.
“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”
Valion Bio, Inc. issued up to an aggregate of 4,553,213 shares of the Company’s common stock of warrant to 3i for $16,253,147.10 aggregate purchase price.
“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”
Valion Bio, Inc. issued convertible note to 3i for $16,253,147.10 aggregate purchase price.
“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”
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.”
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”
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”
Valion Bio, Inc.: Filed Certificate of Designation for Series B Non-Voting Convertible Preferred Stock, designating new series of preferred stock with specific rights and preferences (effective 2025-04-29).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 29, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Offering discussed above in Item 1.01.”
Michael Handley was appointed as Chief Operating Officer and President of Tivic Biopharma division at Valion Bio, Inc..
“On February 18, 2025, Michael Handley was appointed as Chief Operating Officer of Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and President of the Company’s Tivic Biopharma division.”
Valion Bio, Inc.: Filed Certificate of Designation for Series A Non-Voting Convertible Preferred Stock establishing rights, preferences, and limitations (effective 2025-02-10).
“On February 10, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the License Agreement referenced in Item 1.01 above.”
Valion Bio, Inc. received a nasdaq delisting notice notice regarding stockholders equity.
“December 27, 2024, the Company received an additional letter from Nasdaq, notifying the Company that it has not regained compliance with the Rule and is not eligible for a second 180-day remediation period. Specifically”
Valion Bio, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2)).
“December 27, 2024, the Company received an additional letter from Nasdaq, notifying the Company that it has not regained compliance with the Rule and is not eligible for a second 180-day remediation period. Specifically”
Lisa Wolf was appointed as interim Chief Financial Officer and Principal Financial and Principal Accounting Officer at Valion Bio, Inc..
“Effective October 1, 2024, Lisa Wolf has been appointed as the Company’s new interim Chief Financial Officer and Principal Financial and Principal Accounting Officer.”
Kimberly Bambach departed as interim Chief Financial Officer at Valion Bio, Inc..
“On September 12, 2024, Kimberly Bambach tendered her resignation from her role as interim Chief Financial Officer of the Company, effective October 1, 2024.”
Karen Drexler resigned as director at Valion Bio, Inc..
“On June 17, 2024, Karen Drexler tendered her resignation from the Board and each of the Compensation Committee, Audit and Risk Committee and Nominations and Corporate Governance Committee thereof, in each case effective September 30, 2024.”
Christina Valauri was appointed as director at Valion Bio, Inc..
“On June 17, 2024, the board of directors (the “Board”) of Tivic Health Systems, Inc. (the “Company”) appointed Christina Valauri as a director of the Company, effective July 1, 2024”
Valion Bio, Inc. reported first quarter 2024 results: revenue $334 thousand.
“Revenue for Q1 2024 was $334 thousand, compared to $376 thousand for Q1 2023, a decrease of $42 thousand, or 11%, due reduced unit sales volume offset by increased selling price.”
Valion Bio, Inc. entered into Placement Agency Agreement with Maxim Group LLC valued at $280,245.00 (effective 2024-05-09).
“On May 9, 2024, the Company and the Placement Agent 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 agreed to pay the Placement Agent an aggregate cash fee of 7.0% of the gross proceeds of the Offering (amounting to $280,245.00) at closing, as well as $100,000.00 for the reimbursement of certain of the Placement Agent’s expenses.”
Valion Bio, Inc. entered into Securities Purchase Agreement with certain investors valued at approximately $4.0 million (effective 2024-05-09).
“On May 9, 2024, Tivic Health Systems, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to sell, issue, and deliver, in a registered public offering (the “Offering”) (i) 4,710,000 shares (“Shares”) of common stock (the “Common Stock”), par value $0.0001 per share, (ii) 4,710,000 Series A warrants (the “Series A Warrants”) to purchase up to 4,710,000 shares of Common Stock and (iii) 7,065,000 Series B warrants (the “Series B Warrants” and collectively with the Series A Warrants, the “Common Warrants”) to purchase up to 7,065,000 shares of Common Stock, to the Investors.”
Valion Bio, Inc. reported the year ending December 31, 2023 results: revenue $1.2M, net income net loss was $8.2M.
“and Global Health & Pharma (GHP) named Tivic Health the Most Pioneering Bioelectronic Medicine Company. 2023 Financial Performance • Revenue (net of returns) for 2023 was $1.2M compared to $1.8M for the year ended December 31, 2022. The decrease of $664 thousand, or 36%, was due to a 52% decrease in ClearUP unit sales, offset by 46% higher average”
Ryan Sabia was terminated as Chief Operating Officer at Valion Bio, Inc..
“On January 22, 2024, Ryan Sabia was terminated as an employee and Chief Operating Officer of Tivic Health Systems, Inc. (the “Company”), effective immediately.”
Valion Bio, Inc. reported the third quarter 2023 ended September 30, 2023 results: revenue $282 thousand.
“medicine, announced its financial results for the third quarter 2023 ended September 30, 2023 (“Q3 2023”). Third Quarter 2023 Financial Highlights • Revenue for Q3 2023 was $282 thousand, compared to $161 thousand for Q2 2023 and $477 thousand in Q3 2022. • Gross profit was $108 thousand, compared to $63 thousand in Q3 2022, an increase of 71%. • Gross Margin of”
Valion Bio, Inc. received a nasdaq compliance regained notice regarding minimum bid price (rules 5550(a)(2)).
“September 15, 2023, Nasdaq notified the Company that the Company’s bid price deficiency has been cured and that the Company is in compliance with all applicable listing standards. As a result, Nasdaq has cancelled the Hearing, reversed its delisting determination and confirmed that the Company’s common stock will continue to be listed and traded on the Nasdaq Capital Market under the symbol “TIVC.””
Valion Bio, Inc.: Board approved a 1-for-100 reverse stock split of common stock, effective August 23, 2023, to regain compliance with Nasdaq minimum bid price requirement (effective 2023-08-23).
“The Board of Directors of Tivic Health Systems, Inc., a Delaware corporation (the "Company"), has approved a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.0001 per share ("Common Stock"), at a ratio of 1-for-100 (the "Reverse Split").”
Valion Bio, Inc. reported the second quarter 2023 ended June 30, 2023 ("Q2 2023") results: revenue $60 thousand, net income Net loss of $2.1 million.
“Tivic Reports Second Quarter 2023 Financial Results SAN FRANCISCO – (Business Wire) – August 14, 2023 – Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, announced its financial results for the second quarter 2023 ended June 30, 2023 (“Q2 2023”). Second Quarter 2023 Financial Summary • Gross profit of 37.5% in the second quarter 2023, compared to 23.4% in second quarter 2022, on total revenue of $60 thousand in the second quarter 2023 from $123 thousand in second quarter 2022. • Net loss of $2.1 million in the second quarter 2023, compared with $3.0 million in second quarter 2022.”
Valion Bio, Inc. shareholders approved Proposal to authorize the Board to adjourn the Special Meeting to solicit additional proxies. at the 2023-08-11 meeting.
“Proposal No. 2: The Company’s stockholders approved the Company’s proposal to authorize the Board, in its discretion, to adjourn the Special Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 1 at the time of the Special Meeting. The final voting results as follows: Votes For Votes Against Abstentions Broker Non-Votes 32,903,493 723,184 2,660,314 0”
Valion Bio, Inc. shareholders approved Proposal to authorize the Board to amend the certificate of incorporation to effect a reverse stock split at a ratio of not less than 1-for-5 and not greater than 1-for-100. at the 2023-08-11 meeting.
“Proposal No. 1: The Company’s stockholders approved 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 of directors (the “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-100, such ratio to be determined by its Board at any time within twelve months, without further approval or authorization of its stockholders. The final voting results as follows: Votes For Votes Against Abstentions Broker Non-Votes 32,939,351 797,381 2,550,259 0”
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).
“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.”
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).
“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”).”
Valion Bio, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)(iii)).
“July 24, 2023, as expected, the Company received a new notification letter from the Listing Qualifications Department of Nasdaq notifying the Company that, as of July 21, 2023, the Company’s common stock had a closing bid price of $0.10 or less for ten consecutive trading days and that, consistent with Nasdaq Listing Rule 5810(c)(3)(A)(iii), the Staff has determined to delist the Company’s common stock from the Nasdaq Capital Market. The notice further provides that the Company has until July 31, 2023 to appeal the Staff’s decision. On July 27, 2023, the Company submitted a request for a heari”
Valion Bio, Inc. entered into Placement Agency Agreement with Maxim Group LLC (effective 2023-07-14).
“Maxim Group LLC agreed to act as the placement agent (the “Placement Agent”), on a “reasonable best efforts” basis, in connection with the Offering.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.