Welcome to our dedicated page for Valion Bio SEC filings (Ticker: VBIO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on Valion Bio's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time EDGAR feed updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into Valion Bio's regulatory disclosures and financial reporting.
Valion Bio, Inc. (VBIO) is soliciting votes at a virtual Special Meeting on for two proposals: (1) authorize the Board to amend the Certificate of Incorporation to permit a reverse stock split at a ratio between 1-for-5 and 1-for-50, exercisable within twelve months of shareholder approval, and (2) authorize the Board to adjourn the meeting to solicit additional proxies. The Board recommends a FOR vote on both proposals. The reverse split is described as intended primarily to address Nasdaq’s $1.00 minimum bid requirement and related listing compliance, with the Board retaining discretion to abandon implementation prior to filing the amendment.
Valion Bio, Inc. Chief Financial Officer Lisa G. Wolf exercised restricted stock units into common shares in a routine compensation-related transaction. She acquired 92 shares of common stock through conversion of 92 Restricted Stock Units, bringing her direct holdings to 618 common shares. Following the transaction, 551 Restricted Stock Units remain outstanding, which continue to vest over time according to a three-year schedule that began on December 18, 2024.
Valion Bio, Inc. disclosed a new tranche closing under its existing Securities Purchase Agreement. On June 17, 2026, the company issued 250 shares of Series B Non-Voting Convertible Preferred Stock at $1,000 per share and a warrant to purchase 156,026 shares of common stock at an exercise price of $0.616280 per share, for total proceeds of $250,000 from investor 3i, LP. The agreement, originally signed in April 2025 and later assigned to 3i, allows for sales of up to 8,400 Series B preferred shares and related warrants for up to $8,400,000. These securities were issued in a private placement relying on exemptions under Section 4(a)(2) and Rule 506(b) of the Securities Act.
Valion Bio, Inc. reported results from its 2026 annual stockholder meeting and an amendment to its equity plan. Stockholders approved a change to the 2021 Equity Incentive Plan to increase the shares of common stock authorized for issuance under the plan by 2,581,608 shares, effective May 28, 2026.
As of the April 24, 2026 record date, 3,139,095 shares of common stock were issued and outstanding, and 1,569,734 shares, or about half of those eligible, were represented, establishing a quorum. Investors also elected one Class II director, ratified the 2026 auditor, and approved multiple proposals under Nasdaq Listing Rule 5635(d) authorizing potential issuances of common stock tied to preferred stock, a senior secured convertible note, warrants, and a common stock purchase agreement with Tumim Stone Capital, LLC.
Valion Bio, Inc.’s Chief Executive Officer Michael K. Handley exercised restricted stock units into common shares. On May 18, 2026, he acquired 2,206 shares of common stock through a derivative exercise recorded at $0.00 per share.
Following the transaction, he directly holds 11,030 shares of common stock and 24,265 restricted stock units. Each restricted stock unit converts into one share of common stock under a multi‑year vesting schedule described in the grant terms.
Valion Bio, Inc. reported a net loss of $6.2 million for the three months ended March 31, 2026, compared with $1.5 million a year earlier, driven by sharply higher research and development and selling, general and administrative expenses. Cash and cash equivalents were $7.2 million at March 31, 2026, after using $5.0 million in operating cash during the quarter, and accumulated deficit reached $59.0 million. The company’s financial statements state that these factors raise “substantial doubt” about its ability to continue as a going concern without additional financing. Valion expanded through the 2025 acquisition of Scorpius’ CDMO assets and entered long-term facility leases, recording operating lease right-of-use assets of $10.1 million. It also carries a senior secured convertible note with $16.3 million principal and a derivative liability. In March 2026, Valion received a Nasdaq notice that its share price fell below the $1.00 minimum bid requirement and has until September 15, 2026 to regain compliance.
Valion Bio, Inc., formerly Tivic Health Systems, reported its first full quarter under its new identity, highlighting progress on its TLR5 immunotherapy platform and integrated manufacturing arm Velocity Bioworks for the three months ended March 31, 2026.
The company advanced Entolimod toward potential approval under the FDA's Animal Rule for acute radiation syndrome and continued developing Entolasta, a next-generation TLR5 agonist aimed at oncology supportive care, longevity, and immunosenescence. Engagement with U.S. agencies including NIAID, BARDA and other federal stakeholders expanded around potential procurement and stockpiling.
Velocity Bioworks' San Antonio facility supported internal Entolimod manufacturing while pursuing third-party CDMO opportunities in what management describes as an underserved Phase I and II biologics market. Operating expenses rose to $5.6 million from $1.4 million a year earlier, driven by the Velocity acquisition, Entolimod development, and rebranding costs. Net loss was $6.2 million ($2.23 per share) versus $1.5 million ($2.52 per share). Cash and cash equivalents were $7.2 million at March 31, 2026, down from $12.6 million at December 31, 2025, and the company is evaluating capital alternatives to fund its pipeline, regulatory, and manufacturing milestones.
Valion Bio, Inc. reporting persons 3i, Tumim Stone Capital LLC, 3i Management LLC and Maier Joshua Tarlow filed Amendment No. 1 to update beneficial ownership. The filing states 2,877,926 shares outstanding as of March 17, 2026 and reports that 3i beneficially owns 307,526 shares (9.99%) and Tumim beneficially owns 200,418 shares (6.51%). The reported ownership combines direct holdings, warrants, a senior secured convertible note (original principal approximately $16.3 million), and convertible Series B and Series C preferred holdings, each exercise or conversion being subject to a 9.99% beneficial ownership limitation (a "Blocker"). Mr. Tarlow is identified as having shared voting and dispositive power via management roles; he does not directly own the shares.