aibioTivic Health Systems (now Valion Bio) buys Scorpius CDMO assets for $16,253,147.10
Tickers VBIO
Tivic Health Systems bought the manufacturing and development assets of Scorpius Holdings at a public auction, paying $16,253,147.10 in cash funded by a senior secured convertible note sold to 3i. The note converts at a fixed price and at a discount to market, which can add shares.
Key facts
- Company
- Valion Bio, Inc. (NASDAQ: VBIO)
- News type
- Mergers
- Primary source
- Valion Bio, Inc. Form 8-K filed December 11, 2025 (SEC EDGAR)
Tivic Health Systems, Inc. (Nasdaq: TIVC) said its newly formed subsidiary, Velocity Bioworks, Inc., acquired the manufacturing and development assets of Scorpius Holdings, Inc. The acquisition closed on December 10, 2025, and the company paid $16,253,147.10 in cash for the assets. A senior secured convertible note sold to 3i, LP funded all of that price. The terms are in a Form 8-K dated December 9, 2025 and filed December 11, 2025.
How the assets were sold
The subsidiary signed an Asset Purchase Agreement and a Secured Party Bill of Sale with 3i, acting as collateral agent for Scorpius. Under them, the subsidiary acquired all of Scorpius's personal property and assets. The 8-K says Scorpius defaulted in October 2025 under certain secured notes and related security agreements. The collateral agent then exercised its remedies over the collateral and decided to sell it at a public auction under Article 9 of the Uniform Commercial Code. Tivic's subsidiary submitted the winning bid.
The sale was made "as is." The 8-K says the agreement contains no representations, warranties, covenants or indemnities from the collateral agent, which is customary for a sale under Article 9.
Tivic had engaged Scorpius in May 2025 as its primary U.S. manufacturer for Entolimod, a late-stage TLR5 agonist for acute radiation syndrome. The 8-K says that work will now be done in-house.
The note and the warrant
On December 9, 2025, Tivic signed a Securities Purchase Agreement with 3i. It issued a senior secured convertible note with a principal amount of $16,253,147.10, and a warrant to buy up to 4,553,213 shares of common stock. The gross proceeds were $16,253,147.10, and all of it was used to fund the asset purchase. Tivic also agreed to reimburse 3i's costs up to $100,000.
The note matures on the fifth anniversary of issuance and bears interest at 5.0% a year, rising to 10% during an event of default. Installments begin on the first day of the first full calendar month that is 18 months after issuance. Tivic may redeem the note at 105% of the installment amount.
The holder can convert at $2.2310 per share, subject to adjustment. Once a registration statement is effective, the holder can also convert up to $750,000 a month at 97% of the lowest volume weighted average price over a set period, with a floor of $0.39 on that alternative price. Discounted conversions add shares as the price falls.
The warrant expires five years from issuance and has an exercise price of $2.2310. Shares issuable on the note, the warrant, the Series C preferred stock and its warrants together are subject to an Exchange Cap of 19.99% of the common stock outstanding when the agreements were signed, or 353,013 shares, unless stockholders approve more. The 8-K says that if the note converted in full at the conversion price, including interest and the make-whole amount, with no cap, the company would issue 9,106,425 shares.
The preferred stock and the company's account
Separately, Tivic agreed to sell institutional investors up to 75,000 shares of Series C Non-Voting Convertible Preferred Stock at $1,000 a share, with warrants, for up to $75,000,000 in tranches. The first tranche, 12,000 shares for $12,000,000, closed on December 10, 2025. A second tranche of 6,000 shares for $6,000,000 follows once its conditions are met. Up to 57,000 shares for up to $57,000,000 can follow in later tranches, subject to conditions that include a limit of $3,000,000 on the stated value of Series C outstanding and volume and price tests. Each tranche carries warrants for 50% of the common shares issuable on conversion, with an exercise price of $2.2310 and a five-year term.
Jennifer Ernst, Tivic's chief executive officer, is quoted in the release as saying: "Tivic has entered a new era." The release calls cGMP manufacturing a prerequisite to commercialization.
The investors do not have to fund the second or later tranches until stockholders approve issuing shares above the Exchange Cap, which Tivic agreed to seek within 90 days. The release says $18M of the preferred comes in two near-term tranches and that an affiliate of 3i is expected to provide a $50M equity line of credit.