aibioValion Bio sells preferred stock, mostly to settle overdue Series C payments
Tickers VBIO
Valion Bio sold 4,717.73 Series C preferred shares for $4,717,717.61, but $3,217,717.61 of that stays with the buyers to cover overdue cash true-up payments. The company receives $1,500,000 in cash.
Key facts
- Company
- Valion Bio, Inc. (NASDAQ: VBIO)
- News type
- Financings
- Primary source
- Valion Bio (SEC Form 8-K)
Valion Bio, Inc., a Delaware corporation based in San Antonio, Texas, reported in a Form 8-K dated October 26, 2026 that it signed two letter agreements that day for new closings under its preferred stock financings. The company trades on the Nasdaq Capital Market as VBIO. Both sales were made under the private placement exemption in Section 4(a)(2) of the Securities Act and Rule 506(b). Lisa Wolf, the chief financial officer and chief operating officer, signed the filing.
The Series C closing and the overdue payments
The Series C agreement is dated December 9, 2025. It allows the sale of up to 75,000 Series C Non-Voting Convertible Preferred Shares, with warrants, for up to $75,000,000 in a series of closings. Before this closing, the purchasers had bought 6,000 Series C shares for $6,000,000. They also held the right to buy up to 31,500 more shares for up to $31,500,000.
Under the October 26 side letter, the purchasers agreed to buy 4,717.73 Series C shares and warrants for 2,524,343 common shares, at an initial exercise price of $1.0092 per share. The purchase price is $4,717,717.61. Of that amount, $3,217,717.61 will be retained by the purchasers to satisfy overdue cash true-up payments under Section 6(b) of the Series C certificate of designation. The remaining $1,500,000 is to be paid in cash by wire.
The 8-K does not say when those true-up payments fell due, how the amount was calculated, or why they went unpaid. The 8-K says "certain" Series C purchasers had bought 6,000 shares, while the annual report's equity statement shows 12,000 Series C shares at December 31, 2025. The 8-K does not reconcile the two figures.
The Series B closing with 3i
The Series B agreement with 3i, LP is dated April 29, 2025, and was amended on December 9, 2025. It covers up to 8,400 Series B Non-Voting Convertible Preferred Shares and warrants, for up to $8,400,000 in a series of closings.
Under the fourth 3i side letter, 3i agreed to buy 50 Series B preferred shares and warrants for 1,539 common shares at an initial exercise price of $1.0092 per share, for $50,000. The closing is subject to conditions that 3i may satisfy or waive. The 8-K reports the sale under Items 1.01 and 3.02. It names no placement agent, underwriter or financial advisor for either closing, and no counsel.
Cash, losses and the warrant overhang
The annual report for 2025, filed on March 30, 2026, shows a net loss of $8,878 thousand, against $5,655 thousand in 2024. Net cash used in operating activities was $6,999 thousand in 2025, against $5,725 thousand a year earlier. Financing supplied $18,347 thousand in 2025, of which $16,209 thousand was net proceeds from preferred stock and warrants. Cash and cash equivalents were $12,645 thousand at December 31, 2025.
The company's quarterly report on Form 10-Q gives cash and cash equivalents of $2.1 million at June 30, 2026. Of the $4,717,717.61 Series C purchase price, only $1,500,000 arrives as cash.
The Series C warrants cover 2,524,343 common shares. The annual report's equity statement shows 2,525,778 common shares outstanding at December 31, 2025. The 8-K does not explain how the $1.0092 exercise price was set.
Background
The annual report says the company was incorporated in California on September 22, 2016. It was reincorporated as a Delaware corporation in June 2021, and it completed its initial public offering in November 2021. It launched its ClearUP device commercially in 2019. The company's name in the report is Tivic Health Systems, Inc., while the 8-K uses the name Valion Bio, Inc. The filings do not describe the name change.