Valion Bio, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Valion Bio, Inc. (formerly Tivic Health Systems, Inc.) on June 17, 2026. The Company is an emerging growth company incorporated in Delaware with its principal executive offices in San Antonio, Texas. The report details a specific tranche closing under a Securities Purchase Agreement originally entered into on April 29, 2025.
Key Financial Metrics and Transaction Details
The filing reports a capital raise event rather than standard operating financial metrics. The filing text does not provide revenue, profit, cash flow, margins, or debt figures for the period.
- Transaction Date: June 17, 2026
- Investor: 3i, LP (assigned from original investor on December 9, 2025)
- Securities Issued: 250 Series B Non-Voting Convertible Preferred Shares and Warrants to purchase 156,026 shares of common stock.
- Preferred Share Price: $1,000 per share.
- Warrant Exercise Price: $0.616280 per share.
- Total Proceeds: $250,000.
- Aggregate Program Cap: Up to $8,400,000 for 8,400 Series B Preferred Shares and associated warrants.
Material Changes
The material change reported is the execution of a tranche closing under the amended Purchase Agreement. On December 9, 2025, the original investor assigned the agreement to 3i, LP, which subsequently purchased all outstanding Series B Preferred Shares and Warrants. The June 17, 2026 issuance represents a new tranche under this amended agreement.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure of the transaction. The securities were issued under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b).
Key Facts for Investor Verification
- Verify the total amount of capital raised to date under the $8.4 million Purchase Agreement to assess remaining capacity.
- Confirm the conversion terms of the Series B Non-Voting Convertible Preferred Stock to understand potential dilution.
- Review the Company's cash position and burn rate, as this filing indicates a reliance on tranche-based financing rather than operational cash flow.
- Check for any subsequent filings regarding the exercise of the 156,026 warrants issued in this tranche.