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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): August 26,
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.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K,
the information contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference
herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The Board of Directors of Valion Bio, 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-25 (the “Reverse Split”). The
Company anticipates that the Reverse Split will become effective on August 31, 2026 (the “Effective Date”).
Reason for the Reverse Split
The Company is effecting the Reverse Split in
order to regain compliance with the $1.00 minimum bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2), for continued
listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”).
As previously disclosed in that Current Report
on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 20, 2026, the Company
received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on March
19, 2026, notifying the Company that, because the closing bid price of the Company’s Common Stock was below $1.00 per share for
30 consecutive trading days, the Company was not currently in compliance with the Minimum Bid Price Requirement. In accordance with Listing
Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until September 15, 2026, to regain compliance with the Rule.
By effecting the Reverse Split, the Company expects
that the closing bid price of the Common Stock will increase above the $1.00 per share requirement to regain compliance with the Minimum
Bid Price Requirement. Although no assurances can be provided, the Company believes that the Reverse Split will enable the Company to
maintain its Nasdaq listing.
Effects of the Reverse Split
Effective Date; Symbol; CUSIP Number.
The Reverse Split will become effective as of
12:01 a.m. Eastern Time on the Effective Date, and the Common Stock will begin trading on a split-adjusted basis at the open of business
on the Effective Date. In connection with the Reverse Split, the CUSIP number for the Common Stock will change to 918942202. The trading
symbol for the Company, “VBIO,” will remain unchanged.
Split Adjustment; Treatment of Fractional Shares.
On the Effective Date, the total number of issued
and outstanding shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares
of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to
the Reverse Split divided by twenty-five (25). No fractional shares will be issued in connection with the Reverse Split and no cash or
other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Split. Instead,
any fractional shares of Common Stock resulting from the Reverse Split will be rounded up to the nearest whole share of Common Stock.
Also on the Effective Date, all preferred stock,
options, warrants and other convertible securities of the Company outstanding, as well as the number of shares reserved under the Company’s
amended and restated 2021 equity incentive plan, as amended, in each case immediately prior to the Reverse Split, will be adjusted by
dividing the number of shares of Common Stock into which such shares of preferred stock, options, warrants and other convertible securities
are exercisable or convertible by twenty-five (25) and multiplying the exercise or conversion price thereof by twenty-five (25), all in
accordance with the terms of the plans, agreements or arrangements governing such securities and subject to rounding.
Certificated and Non-Certificated Shares.
Odyssey Transfer and Trust Company, the Company’s
transfer agent, is acting as exchange agent for the Reverse Split. Registered stockholders who hold shares of Common Stock are not required
to take any action to receive post-Reverse Split shares. Stockholders owning shares of Common Stock via a broker, bank, trust or other
nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to such broker’s particular processes,
and will not be required to take any action in connection with the Reverse Split.
Delaware State
Filing.
On August
26, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Charter
Amendment”), with the Secretary of State of the State of Delaware, pursuant to which, effective August 31, 2026, the Reverse Split
will be effected. A copy of the Charter Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.
Capitalization.
As a result
of the Reverse Split, each twenty-five (25) issued and outstanding shares of Common Stock will be combined into one (1) share of Common
Stock. The number of shares of Company Common Stock and preferred stock authorized for issuance under the Company’s Amended
and Restated Certificate of Incorporation, as amended, will remain unchanged. The Reverse Split will not change the par value of the Company’s
Common Stock or preferred stock.
Immediately after the Reverse Split, each stockholder’s
percentage ownership interest in the Company and proportional voting power will remain materially unchanged, except for changes and adjustments
that result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will
be substantially unaffected by the Reverse Split.
The above description of the Charter Amendment
and the Reverse Split is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached to this Current
Report as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 27, 2026, the Company issued a
press release announcing the Reverse Split. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
The information set forth under Item 7.01 of this
Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation
by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will
not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by
Regulation FD.
Forward-Looking
Statements
This Current
Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties.
Forward-looking statements may include, but are not limited to, statements related to the effectiveness of the Certificate of Amendment,
the Reverse Split and trading on Nasdaq on a post-reverse split adjusted basis, the effects of the Reverse Split (including on the
stock price of the Company’s Common Stock and dilution that may result from the rounding up of fractional shares in connection with
the Reverse Split), the Company’s ability to regain compliance with Nasdaq’s Minimum Bid Price Requirement, the Company’s
ability to maintain the listing of its Common Stock on Nasdaq, as well as statements, other than historical facts, that address activities,
events or developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future. When used
herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will”
and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.
Forward-looking statements in this Current Report,
including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents filed with the Commission, reports
to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties
and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future
results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results
are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks
include, but are not limited to, the risks set forth herein and in other documents filed with the Commission, including in the Company’s
including most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each of which could adversely affect the Company’s
business and the accuracy of the forward-looking statements contained herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Valion Bio, Inc., filed August 26, 2026 (effective August 31, 2026) |
| 99.1 |
|
Press Release, dated August 27, 2026. |
| 104 |
|
Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
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 27, 2026 |
By: |
/s/ Melinda Lackey |
| |
|
|
Name: Melinda Lackey
Title: General Counsel and Senior Vice President of Legal Affairs |
Exhibit 99.1
Valion Bio
Announces Reverse Stock Split
SAN ANTONIO, TX – August 27,
2026 – Valion Bio, Inc. (Nasdaq: VBIO) (“Valion Bio” or the “Company) announced today that its Board
of Directors has declared a 1-for-25 reverse stock split of the Company’s issued and outstanding shares of common stock. The
purpose of the reverse stock split is to bring the Company into compliance with the minimum bid price requirement for continued
listing on the Nasdaq Capital Market (“Nasdaq”).
The reverse stock split was approved by the stockholders
of the Company at a special meeting of the Company held on August 14, 2026. The reverse stock split will become effective on August 31,
2026 (the “Effective Date”) at 12:01 AM Eastern Time. The Company’s common stock is expected to begin trading on a split-adjusted
basis when the markets open on August 31, 2026, under the current Nasdaq trading symbol “VBIO.”
The new CUSIP for the Company’s common stock
following the reverse split will be 918942202.
As a result of the reverse stock split, every
25 shares of the Company’s common stock issued and outstanding or held by the Company as treasury stock on the Effective Date will
be automatically reclassified into one new share of Company common stock. Proportionate adjustments will be made to the conversion and
exercise prices and the number of shares underlying the Company’s preferred stock, outstanding warrants, equity awards and options,
and the number of shares reserved under the Company’s amended and restated 2021 equity incentive plan, as amended.
The reverse stock split will not affect the number
of shares of preferred stock issued and outstanding, the number of shares of common stock or preferred stock authorized for issuance under
the Company’s charter or the par value of the Company’s common stock or preferred stock.
Each stockholder’s percentage ownership
interest in the Company and proportional voting power will remain materially unchanged, except for changes and adjustments that result
from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock will be substantially
unaffected by the reverse stock split. No fractional shares will be issued as a result of the reverse stock split. Any fractional shares
of common stock resulting from the reverse stock split will be rounded up to the nearest whole share and no stockholders will receive
cash in lieu of fractional shares. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s
percentage interest in the Company, except to the extent that the reverse stock split would result in a stockholder owning more common
shares as a result of the rounding up to the next whole share for each fractional share.
The Company’s transfer agent, Odyssey Transfer
and Trust Company (“Odyssey”), is acting as the exchange agent for the reverse stock split. Stockholders who hold their shares
in book-entry form or through a bank, broker, or other nominee do not need to take any action in connection with the reverse stock split.
Stockholders of record will be receiving information from Odyssey regarding their common stock ownership post-reverse stock split.
As previously announced, the Company received
a notification letter from the Listing Qualifications Department of Nasdaq on March 19, 2026, notifying the Company that, because the
closing bid price of the Company’s Common Stock was below $1.00 per share for 30 consecutive trading days, the Company was not currently
in compliance with the minimum bid price requirement. In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar
days, or until September 15, 2026, to regain compliance with the Rule. Although no guarantees can be offered, the Company believes that
this reverse stock split will allow it to regain compliance with the Nasdaq continued listing requirements and will enable the Company
to maintain its Nasdaq listing.
Additional information about the reverse stock
split and Valion can be accessed and viewed at the SEC’s website, www.sec.gov, and at the Company’s website, www.valionbio.com.
About Valion Bio, Inc.
Valion Bio, Inc. (Nasdaq: VBIO) is developing
biologics that activate innate immune pathways for cytoprotection and modulate immune responses in conditions driven by radiation, disease
and immune dysregulation.
The Company’s lead candidate, Entolimod,
is being developed as a potential medical countermeasure for Acute Radiation Syndrome and has been evaluated in animal models under the
U.S. Food and Drug Administration’s (“FDA”) Animal Rule, which allows the Agency to approve new drugs and biological
products based on animal efficacy studies when human clinical trials are not ethical or feasible, such as in the case of acute radiation
exposure. Entolimod is a novel Toll-like Receptor 5 agonist designed to activate NF-κB signaling pathways associated with cellular
protection, tissue recovery and immune response. The product candidate has received Fast Track and Orphan Drug designations from the FDA.
Valion Bio is also advancing Entolasta, a next-generation
TLR5 agonist designed for potential use in broader therapeutic applications, including oncology supportive care. The Company’s pipeline
includes potential programs in neutropenia and immune dysfunction.
Valion Bio’s wholly owned subsidiary, Velocity
Bioworks®, is a biologics contract development and manufacturing organization providing development and manufacturing services to
third-party biotechnology companies. Valion Bio also uses Velocity Bioworks to support its internal pipeline, with the objective of increasing
manufacturing control, reducing costs, accelerating development timelines and strengthening domestic supply-chain security.
For more information, visit www.valionbio.com.
Forward-Looking Statements
This press release may contain "forward-looking
statements" that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained
in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by
the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,”
“expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,”
“predict,” “project,” “target,” “aim,” “should,” “will” “would,”
or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking
statements are based on Valion Bio’s current expectations and are subject to inherent uncertainties, risks, and assumptions that
are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove
to be accurate. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors,
including, without limitation: Nasdaq’s grant of additional time to regain compliance with the minimum bid price requirement; the
effectiveness of the reverse stock split; the number of shares of the Company’s common stock that will be issued as a result of
rounding up fractional shares resulting from the reverse stock split to the nearest whole share, including dilution resulting from such
issuances; the price at which the Company’s common stock will trade after the reverse stock split is effected; the continued listing
of the Company’s common stock on the Nasdaq Capital Market; and the Company's financial condition. Given these risks and uncertainties,
you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and
other important factors, any of which could cause Valion Bio’s actual results to differ from those contained in the forward-looking
statements, see Valion Bio’s filings with the SEC, including, its Annual Report on Form 10-K for the year ended December 31, 2025,
filed with the SEC on March 30, 2026, under the heading "Risk Factors"; as well as the Company’s subsequent filings with
the SEC. Forward-looking statements contained in this press release are made as of this date, and Valion Bio undertakes no duty to update
such information except as required by applicable law.
Investor and Media Contact
Stephen Kilmer
(646) 274-3580
stephen.kilmer@valionbio.com
