Valion Bio, Inc. 8-K

What Happened
Valion Bio, Inc. (formerly Tivic Health) filed an 8-K reporting that on June 17, 2026 it issued securities to 3i, LP pursuant to a previously announced Securities Purchase Agreement. The company issued 250 shares of its Series B Non‑Voting Convertible Preferred Stock at $1,000 per share and a warrant to purchase 156,026 shares of common stock, for an aggregate purchase price of $250,000. The Purchase Agreement was originally entered April 29, 2025, assigned to 3i on December 9, 2025, and amended the same day.

Key Details

• Issuance date: June 17, 2026.
• Securities issued: 250 Series B Non‑Voting Convertible Preferred Shares at $1,000 each ($250,000 total) and one Warrant to buy 156,026 common shares.
• Warrant exercise price: $0.616280 per common share.
• Registration/exemption: Securities issued under Section 4(a)(2) and/or Rule 506(b) of the Securities Act (unregistered sale).
• Original transaction scope: Purchase Agreement allowed up to 8,400 Series B Preferred Shares and warrants for up to $8.4M in tranche closings.

Why It Matters
This filing records a capital raise tranche and an unregistered securities sale to 3i, LP. Investors should note potential dilution from the issued warrant (156,026 common shares if exercised) and possible conversion of the Series B preferred (the preferred is convertible but conversion terms are not disclosed in this 8‑K). The amount raised in this tranche ($250,000) is a small portion of the $8.4M authorized under the Purchase Agreement, indicating this is one step in a larger financing arrangement.