Valion Bio (VBIO) gets shareholder nod to pursue reverse stock split

Q: How many Valion Bio (VBIO) shares were eligible to vote at the August 14, 2026 Special Meeting?

As of the July 7, 2026 record date, there were 4,151,259 shares of VBIO common stock issued and outstanding and entitled to vote at the Special Meeting. Holders of Series A, Series B, and Series C Non-Voting Convertible Preferred Stock were not entitled to vote on the proposals.

Q: What was the quorum and participation level at Valion Bio’s (VBIO) Special Meeting?

At the August 14, 2026 Special Meeting, 2,001,335 of the 4,151,259 outstanding common shares entitled to vote were represented by proxy or virtually, constituting approximately 48.21% of eligible shares and satisfying the quorum requirement.

Q: Did Valion Bio (VBIO) preferred stock participate in the August 14, 2026 vote?

No. Holders of Series A, Series B, and Series C Non-Voting Convertible Preferred Stock as of the July 7, 2026 record date were not entitled to vote those shares on any of the matters presented at the Special Meeting.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Valion Bio, Inc. (VBIO) reported final voting results from its August 14, 2026 Special Meeting of Stockholders. Common stock was the only voting class, with 4,151,259 shares outstanding as of the July 7, 2026 record date, and 2,001,335 shares present, representing approximately 48.21% and establishing a quorum.

Stockholders approved granting the board of directors discretionary authority to amend the certificate of incorporation to implement a reverse stock split of the common stock at a ratio between 1-for-5 and 1-for-50, to be selected by the board within twelve months of the meeting, without further stockholder approval. Stockholders also approved a proposal authorizing potential adjournment to solicit additional proxies, although the meeting was not adjourned because the reverse split authority had already been approved.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares outstanding on Record Date: 4,151,259 shares Shares represented at Special Meeting: 2,001,335 shares Quorum percentage: 48.21% +5 more

8 metrics

Common shares outstanding on Record Date 4,151,259 shares Common stock issued and outstanding as of July 7, 2026 record date

Shares represented at Special Meeting 2,001,335 shares Shares of common stock present or represented at the August 14, 2026 Special Meeting

Quorum percentage 48.21% Percentage of outstanding common shares represented at the Special Meeting

Proposal 1 votes for 1,243,530 Votes in favor of granting reverse stock split authority

Proposal 1 votes against 697,127 Votes against granting reverse stock split authority

Proposal 1 abstentions 60,678 Abstentions on reverse stock split authority proposal

Proposal 2 votes for 1,242,980 Votes in favor of adjournment authority proposal

Reverse stock split ratio range 1-for-5 to 1-for-50 Range of ratios authorized for potential reverse stock split of common stock

Key Terms

reverse stock split, Series A Non-Voting Convertible Preferred Stock, quorum, Broker Non-Votes

4 terms

reverse stock split financial

"to effect a reverse stock split of all of its issued and outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Series A Non-Voting Convertible Preferred Stock financial

"Holders of outstanding shares of the Company’s Series A Non-Voting Convertible Preferred Stock"

Series A non-voting convertible preferred stock is an early-round ownership share that gives holders priority over common shareholders for payouts and protections, but does not grant voting control. It can be exchanged later for common shares—like a coupon that can be turned into regular stock—allowing investors to share in upside while limiting immediate influence on company decisions; this affects potential returns, dilution for other shareholders, and the balance of control in future financing or sale events.

quorum financial

"2,001,335 ... were represented by proxy or in person (virtually), and, therefore, a quorum was present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Broker Non-Votes financial

"Votes For ... Abstentions | | Broker Non-Votes 1,243,530 | | 697,127"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

What reverse stock split authority did Valion Bio, Inc. (VBIO) stockholders approve?

Stockholders approved granting the board authority to implement a reverse stock split of VBIO common stock at a ratio of not less than 1-for-5 and not greater than 1-for-50, to be determined by the board within twelve months of the August 14, 2026 Special Meeting.

How many Valion Bio (VBIO) shares were eligible to vote at the August 14, 2026 Special Meeting?

As of the July 7, 2026 record date, there were 4,151,259 shares of VBIO common stock issued and outstanding and entitled to vote at the Special Meeting. Holders of Series A, Series B, and Series C Non-Voting Convertible Preferred Stock were not entitled to vote on the proposals.

What was the quorum and participation level at Valion Bio’s (VBIO) Special Meeting?

At the August 14, 2026 Special Meeting, 2,001,335 of the 4,151,259 outstanding common shares entitled to vote were represented by proxy or virtually, constituting approximately 48.21% of eligible shares and satisfying the quorum requirement.

What were the detailed voting results for Valion Bio’s (VBIO) reverse stock split proposal?

For Proposal No. 1, relating to the reverse stock split authority, VBIO stockholders cast 1,243,530 votes for, 697,127 votes against, and 60,678 abstentions, with 0 broker non-votes. The proposal was approved based on these results.

How did stockholders vote on the adjournment proposal at Valion Bio (VBIO)?

For Proposal No. 2, authorizing the board to adjourn the Special Meeting if needed to solicit additional proxies, stockholders cast 1,242,980 votes for, 686,908 votes against, and 71,447 abstentions, with 0 broker non-votes. The proposal was approved, but the meeting was not adjourned.

Did Valion Bio (VBIO) preferred stock participate in the August 14, 2026 vote?

No. Holders of Series A, Series B, and Series C Non-Voting Convertible Preferred Stock as of the July 7, 2026 record date were not entitled to vote those shares on any of the matters presented at the Special Meeting.

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Understanding 8-K Material Events →

Available on EDGAR 08/20/2026 - 04:15 PM Accepted by SEC EDGAR 08/20/2026 - 04:15 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2026

Valion Bio, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-41052	81-4016391
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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. ☐

This Current Report on Form 8-K/A is being filed to update the Current Report on Form 8-K filed by Valion Bio, Inc. (the “Company”) on August 17, 2026 (the “Original Report”), with the U.S. Securities and Exchange Commission, to report the preliminary voting results of the Company’s Special Meeting of Stockholders (the “Special Meeting”) held on August 14, 2026. The sole purpose of this amendment is to disclose the final voting results as certified by the independent inspector of elections for the Special Meeting. No other changes have been made to the Original Report.

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

On August 14, 2026, the Company held the Special Meeting in a virtual format. As of the close of business on July 7, 2026, the record date for the Special Meeting (the “Record Date”), there were 4,151,259 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 Special 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 Special Meeting. At the Special Meeting, 2,001,335 of the Company’s 4,151,259 outstanding shares of common stock entitled to vote as of the Record Date, or approximately 48.21%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.

The proposals voted on at the Special Meeting are more fully described in the Company’s Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on July 17, 2026, which information is incorporated herein by reference.

The final voting results on the proposals presented for stockholder approval at the Special Meeting were as follows:

Proposal No. 1: The Company’s stockholders approved the Company’s proposal to grant discretionary authority to the Company’s board of directors (the “Board”) to amend the Company’s amended and restated certificate of incorporation to effect a reverse stock split of all of its issued and outstanding shares of common stock at a ratio of not less than 1-for-5 and not greater than 1-for-50, such ratio to be determined by the Board at any time within twelve months from the date of the Special Meeting, without further approval or authorization of its stockholders, as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,243,530		697,127		60,678		0

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 the proposal listed above at the time of the Special Meeting, as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,242,980		686,908		71,447		0

Although Proposal No. 2 was approved by the Company’s stockholders, the Chair of the Special Meeting did not elect to adjourn the meeting, as Proposal No. 1 was approved.

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:	August 20, 2026	By:	/s/ Melinda Lackey
			Name: Melinda Lackey Title: General Counsel and Senior Vice President of Legal Affairs

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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