Form 8-K

8-K — Valion Bio, Inc.

Accession: 0001683168-26-004481

Filed: 2026-06-03

Period: 2026-05-28

CIK: 0001787740

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — valion_8k.htm (Primary)

EX-10.1 — SECOND AMENDMENT 2021 EQUITY INCENTIVE PLAN (valion_ex1001.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: valion_8k.htm · Sequence: 1

Tivic Health Systems, Inc. Form 8-K

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0001787740

2026-05-28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date

of earliest event reported): May 28,

2026

Valion

Bio, Inc.

(Exact name of Registrant as Specified in Its

Charter)

Delaware

001-41052

81-4016391

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

Identification No.)

1305 E. Houston Street,

Building 1, Suite 311

San Antonio, Texas

78205

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 888 276-6888

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

VBIO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to the Company’s Amended and Restated

2021 Equity Incentive Plan

As described in Item 5.07 below, on May 28, 2026,

at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Valion Bio, Inc. (the “Company”), the Company’s

stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Amended and Restated 2021 Equity Incentive

Plan (the “2021 Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 2,581,608 shares.

The Plan Amendment was previously approved by the Company’s Board of Directors, subject to stockholder approval, on January 29,

2026. The Plan Amendment became effective on May 28, 2026 following receipt of stockholder approval.

Additional information regarding the Plan Amendment

is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company

with the Securities and Exchange Commission on April 30, 2026, which information is incorporated herein by reference. Such information

and the foregoing description of the Plan Amendment do not purport to be complete and are qualified in their entirety by reference to

the full text of the Plan Amendment, a copy of which is attached to this Current Report Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2026, the Company held the Annual Meeting

in a virtual format. As of the close of business on April 24, 2026, the record date for the Annual Meeting (the “Record Date”),

there were 3,139,095 shares of Company common stock issued and outstanding. Holders of outstanding shares of the Company’s Series

A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”), Series B Non-Voting Convertible Preferred Stock (“Series

B Preferred Stock”) or Series C Non-Voting Convertible Preferred Stock (“Series C Preferred Stock”) as of the Record

Date were not entitled to vote such shares on any of the matters presented to stockholders for approval at the Annual Meeting. Accordingly,

only stockholders of record of shares of the Company’s common stock as of the close of business on the Record Date were entitled

to vote at the Annual Meeting. At the Annual Meeting, 1,569,734 of the Company’s 3,139,095 outstanding shares of common stock entitled

to vote as of the Record Date, or approximately 50.0%, were represented by proxy or in person (virtually), and, therefore, a quorum was

present.

Additionally, for purposes of the listing rules

of the Nasdaq Stock Market, holders of an aggregate of 311,474 shares of common stock as of the Record Date were not entitled to vote

on Proposal Nos. 4, 5, 6, and 7 and therefore abstained from voting on such proposals. Therefore, a total of 311,474 shares from each

of Proposal Nos. 4, 5, 6, and 7 have been excluded from the voting results set forth below due to the fact that they were not entitled

to be voted on such proposals in accordance with Nasdaq rules.

The proposals voted on at the Annual Meeting are more

fully described in the Proxy Statement, which information is incorporated herein by reference.

The final voting results on the proposals presented

for stockholder approval at the Annual Meeting were as follows:

Proposal No. 1: The Company’s stockholders

elected one Class II director, to hold office until the Company’s 2029 annual meeting of stockholders, or until his successor is

duly elected and qualified, subject to prior death, resignation or removal, as follows:

Name of Director

Votes For

Withhold

Broker Non-Votes

Dean Zikria

873,001

59,543

637,190

Proposal

No. 2: The Company’s stockholders approved the Plan Amendment to increase the number of shares of the Company’s common

stock authorized for issuance under the 2021 Plan by 2,581,608 shares, pursuant to the terms and conditions of the 2021 Plan, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

736,919

134,918

60,707

637,190

Proposal No. 3: The Company’s stockholders

ratified the selection of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the

fiscal year ending December 31, 2026, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

1,510,322

51,382

8,030

Proposal

No. 4: The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of

the Company’s common stock upon conversion of those shares of its Series C Preferred Stock and exercise of those warrants to purchase

shares of its common stock that the Company may in the future issue to certain institutional investors to that Securities Purchase Agreement

entered into by and between the Company and such institutional investors on December 9, 2025, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

332,353

153,606

135,111*

637,190

* As noted above, excludes an aggregate of 311,474

shares from Proposal No. 4, in accordance with Nasdaq listing rules.

Proposal No. 5: The Company’s stockholders

approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock upon conversion of

those shares of its Senior Secured Convertible Note and exercise of a warrant to purchase shares of its common stock that the Company

may in the future issue to 3i, LP pursuant to that Securities Purchase Agreement entered into by and between the Company and 3i, LP on

December 9, 2025, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

332,456

153,503

135,111*

637,190

* As noted above, excludes an aggregate of 311,474

shares from Proposal No. 5, in accordance with Nasdaq listing rules.

Proposal

No. 6: The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s

common stock upon conversion of those shares of its Series B Non-Voting Convertible Preferred Stock and exercise of those warrants to

purchase shares of its common stock that the Company may in the future issue to 3i, LP pursuant to that Securities Purchase Agreement

entered into by and between the Company and the previous investor party thereto on April 29, 2025, as amended by that Amendment to Securities

Purchase Agreement entered into by and between the Company and 3i, LP on December 9, 2025, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

333,682

152,377

135,011*

637,190

* As noted above, excludes an aggregate of 311,474

shares from Proposal No. 6, in accordance with Nasdaq listing rules.

Proposal No. 7: The Company’s stockholders

approved, in accordance with Nasdaq Listing Rule 5635(d), the sale and issuance of shares of the Company’s common stock pursuant

to that Common Stock Purchase Agreement entered into by and between the Company and Tumim Stone Capital, LLC on February 6, 2026, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

333,345

153,008

134,717*

637,190

* As noted above, excludes an aggregate of 311,474

shares from Proposal No. 7, in accordance with Nasdaq listing rules.

Proposal No. 8: The Company’s stockholders

approved the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional

proxies in the event the Company did not receive sufficient votes in favor of any of the foregoing proposals, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

1,328,670

241,064

Although Proposal

No. 8 was approved by the Company’s stockholders, the Chair of the Annual Meeting did not elect to adjourn the meeting, as all of

the foregoing proposals were also approved.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

10.1

Second Amendment to Valion Bio, Inc. Amended and Restated 2021 Equity Incentive Plan, dated May 28, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALION BIO, INC.

Date:

June 3, 2026

By:

/s/ Lisa Wolf

Name: Lisa Wolf

Title: Chief Financial Officer

EX-10.1 — SECOND AMENDMENT 2021 EQUITY INCENTIVE PLAN

EX-10.1

Filename: valion_ex1001.htm · Sequence: 2

Exhibit 10.1

SECOND AMENDMENT TO

VALION BIO, INC.

AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

WHEREAS, the Board of Directors

and stockholders of Valion Bio, Inc. (formerly known as Tivic Health Systems, Inc.) (the “Company”) have each adopted and

approved the Valion Bio, Inc. Amended and Restated 2021 Equity Incentive Plan, as amended (the “Plan”);

WHEREAS, as of January 1, 2026,

pursuant to Section 4(a) of the Plan, a total of 637,958 shares of the common stock, par value $0.0001 per share, of the Company (the

“Common Stock”) have been authorized and reserved for issuance under the Plan;

WHEREAS, the Company desires

to increase the aggregate number of shares authorized for issuance under the Plan to 3,219,566 shares of Common Stock, including shares

previously issued thereunder; and

WHEREAS, Section 14 of the Plan

permits the Company to amend the Plan from time to time, subject to certain limitations specified therein, including stockholder approval

of certain amendments.

NOW, THEREFORE, the following

amendments and modifications are hereby made a part of the Plan subject to, and effective as of the date of, the approval by the Company’s

stockholders:

1. Section 4(a) of the Plan is

hereby amended and restated to read in its entirety as follows:

(a) Shares

Subject to the Plan. Subject to the provisions of Section 10 relating to adjustments upon changes in stock, the Award Shares that

may be issued pursuant to Stock Awards shall not exceed in the aggregate Three Million Two Hundred Nineteen Thousand Five Hundred Sixty-Six

(3,219,566) shares of the Company’s Common Stock. In addition, subject to the provisions of Section 10 relating to adjustments upon

changes in stock, such aggregate Award Shares that may be issued pursuant to Stock Awards will automatically increase on January 1 of

each fiscal year (for a period of ten years after adoption of the Plan) during the term of the Plan, commencing on January 1, 2022 and

ending on (and including) January 1, 2031, in an amount equal to the lesser of (a) five percent (5%) of the total number of shares of

the Company’s Common Stock outstanding on December 31st of the preceding calendar year or (b) such number of shares determined by

the Board, in its discretion.

2. In all other respects, the

Plan, as amended, is hereby ratified and confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the Company

has executed this Second Amendment to Valion Bio, Inc. Amended and Restated 2021 Equity Incentive Plan as of May 28, 2026.

VALION BIO, INC.

By:

/s/ Michael K. Handley

Name:

Title:

Michael K. Handley

Chief Executive Officer

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