Valion Bio, Inc. 8-K

What Happened

• Valion Bio, Inc. (formerly Tivic Health Systems) announced on May 4, 2026 that Melinda Lackey, age 49, was appointed General Counsel and Senior Vice President of Legal Affairs. The Company and Ms. Lackey entered into an employment agreement dated May 1, 2026. Ms. Lackey brings over 18 years of legal and corporate experience at biotechnology companies and law firms, most recently serving as Senior Vice President, Legal & Administration at Alaunos Therapeutics (Nov 2021–Aug 2025).

Key Details

• Base salary: $321,000 per year (subject to periodic review).
• Bonus & equity: eligible for an annual discretionary end-of-year bonus up to 35% of base salary (beginning year after start) and may receive annual equity grants under the Company's equity plan.
• Stock option: granted an option to purchase 45,000 shares of Company common stock, exercise price = fair market value on grant date.
• Employment terms: “at‑will” employment; limited separation benefits — if she resigns for good reason or is terminated without cause (and remains employed at least six months after agreement), she receives six months’ base salary and six months’ COBRA coverage. No separation benefits if she resigns other than for good reason, is terminated for cause, or upon death/disability. If employment ends before Dec 31 of any year, she is not eligible for that year’s bonus.
• Disclosure: Company furnished a press release under Regulation FD announcing the appointment.

Why It Matters

• For investors, this is a senior legal hire that strengthens Valion Bio’s executive bench and legal leadership at a critical time for a biotech company. Compensation includes a modest fixed salary, potential bonus, and a 45,000‑share option that could dilute shareholders if exercised. The employment is at‑will with a relatively limited severance package (six months pay/COBRA in narrowly defined cases), meaning the Company’s contractual financial exposure is capped and the arrangement aligns with typical corporate practice.