Valion Bio, Inc. SEC Filings

Valion Bio, Inc. is calling an August 14, 2026 virtual special meeting to ask common stockholders to authorize its board to implement a reverse stock split of the common stock at a ratio between 1-for-5 and 1-for-50 within twelve months, and to approve a related adjournment proposal.

The board states that one main purpose is to help regain compliance with Nasdaq’s $1.00 minimum bid requirement after the stock traded below that level, creating delisting risk. Common shares outstanding were 4,151,259 as of July 7, 2026, versus 200,000,000 authorized. The split would not change authorized share counts, would round fractional shares up to a whole share, and would increase the pool of authorized but unissued shares, which the company notes could have anti-takeover and future dilution effects.

Valion Bio, Inc. is conducting a primary equity offering of up to 29,411,764 shares of common stock together with an equal number of Common Warrants, plus related pre-funded and placement agent warrants and underlying shares. The assumed combined price is $0.51 per share and Common Warrant, implying gross proceeds of $15,000,000 if fully subscribed, with estimated net proceeds of about $13.7 million after fees and expenses.

Common stock outstanding would rise from 4,151,259 shares before the transaction to up to 33,563,023 shares afterward, excluding existing options, warrants and convertible preferred stock, so new investors experience immediate dilution. The transaction is on a reasonable best efforts basis with no minimum amount and no escrow, so it may close even if substantially less than the maximum is sold.

Valion Bio has pivoted from bioelectronic devices to a late-stage biopharmaceutical focus around its TLR5 agonist Entolimod and second-generation candidate Entolasta, targeting Acute Radiation Syndrome and oncology-related indications. Management discloses substantial doubt about the company’s ability to continue as a going concern and expects to need significant additional capital even after this financing.

Valion Bio, Inc. has a significant shareholder group led by Murchinson Ltd. and related entities and individuals that, together with affiliated funds, may be deemed to beneficially own up to 440,242 shares of common stock, representing 9.99% of the class after applying a contractual ownership cap.

The position consists of currently held common shares plus additional shares that can be acquired within 60 days through conversion or exercise of Series C preferred stock, subject to a 9.99% “Blocker” that prevents the funds and their affiliates from exceeding 9.99% beneficial ownership. The 9.99% figure is calculated using 4,151,259 shares outstanding as of July 10, 2026 plus the shares issuable under the preferred stock within the Blocker limit. The reporting parties disclaim beneficial ownership beyond any pecuniary interest and report only shared, not sole, voting and dispositive power over these shares.

Valion Bio, Inc. provided a business update on its Entolimod program and broader TLR5 platform. Entolimod is being developed as a potential medical countermeasure for Acute Radiation Syndrome under the FDA Animal Rule and has received Fast Track and Orphan Drug designations. The company reports ongoing engagement with BARDA, NIAID, AFRRI, the U.S. Department of War and Ukraine’s Ministry of Health regarding possible development support, regulatory pathways and Strategic National Stockpile or national reserve opportunities, while emphasizing that no funding, procurement or stockpiling agreements have been executed.

Through its wholly owned CDMO subsidiary Velocity Bioworks, Valion Bio has demonstrated an approximately 200-fold Entolimod manufacturing scale-up at the 50-liter fermentation scale, which it estimates is equivalent to about 1.3 million potential human doses, meeting applicable purity and potency specifications. Velocity Bioworks is intended to support both internal programs and third-party biologics manufacturing, though the company notes that material third-party revenue has not yet been established.

Valion Bio is expanding beyond biodefense into oncology supportive care, with planned physician-sponsored studies of Entolimod in neutropenia and continued development of Entolasta, a next-generation TLR5 agonist targeting oncology supportive care and immune dysfunction. The company states that more than $140 million has been invested in Entolimod’s development to date and that successful execution of its integrated platform strategy will depend on regulatory progress, government decisions, manufacturing performance, access to capital and clinical outcomes.

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.