Valion Bio, Inc.

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 14, 2026

VBIO$0.54+6.2%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Condensed

Condensed Consolidated Statements of Operations (Unaudited)

Three and Six Months Ended June 30, 2026 and 2025

(in thousands, except share and per share data)

Three Months Ended · Six Months Ended
	June 30,		June 30,
	2026	2025	2026	2025
OPERATING EXPENSES
Research and development	$2,704	$655	$4,558	$990
Selling, general and administrative	3,720	1,023	7,500	2,065
Total operating expenses	6,424	1,678	12,058	3,055
Loss from operations	(6,424)	(1,678)	(12,058)	(3,055)
OTHER (EXPENSE) INCOME
Change in fair value of derivative liability	47	—	80	—
Interest income	11	3	35	7
Interest expense	(691)	—	(1,339)	—
Net other (expense) income	(633)	3	(1,224)	7
Net loss from operations before discontinued operations	$(7,057)	$(1,675)	$(13,282)	$(3,048)
Loss from discontinued operations	(46)	(256)	(23)	(385)
Net loss	$(7,103)	$(1,931)	$(13,305)	$(3,433)
Net loss per share attributed to common stockholders - basic and diluted	$(2.17)	$(2.19)	$(4.59)	$(4.64)
Weighted-average number of shares - basic and diluted	3,379,997	881,294	3,002,815	739,618

Valion Bio, Inc. (formerly known as Tivic Health Systems, Inc.)

Condensed Consolidated Statements of Stockholders’** Equity (Unaudited)**

Three and Six Months Ended June 30, 2026 and 2025

(in thousands except share and per share data)

For the Three and Six Months Ended June 30, 2026

Mezzanine Equity - Redeemable Convertible Series B Preferred Stock · Mezzanine Equity - Redeemable Convertible Series C Preferred Stock · Preferred Stock · Common Stock · Additional Paid-in Capital · Accumulated Deficit · Total Stockholders’ Equity
Shares · Amount · Shares · Amount · Shares · Amount · Shares · Amount
Balance as of January 1, 2026	2,155	$1,379	12,000	$5,991	403	$—	2,525,778	$2	$69,392	$(52,597)	$16,797
Issuance of prefunded common stock warrants for equity line of credit commitment fee	—	—	—	—	—	—	—	—	375	—	375
Settlement of restricted stock units	—	—	—	—	—	—	10,755	—	—	—	—
Dividends declared on Series B preferred stock	—	41	—	—	—	—	—	—	—	(41)	(41)
Dividends declared on Series C preferred stock	—	—	—	194	—	—	—	—	—	(194)	(194)
Conversion of Series C preferred stock into common stock	—	—	(233)	(119)	—	—	343,324	—	119	—	119
Stock-based compensation expense	—	—	—	—	—	—	—	—	208	—	208
Net loss	—	—	—	—	—	—	—	—	—	(6,202)	(6,202)
Balance as of March 31, 2026	2,155	$1,420	11,767	$6,066	403	$—	2,879,857	$2	$70,094	$(59,034)	$11,062
Issuance of preferred stock and warrants, net of issuance costs	250	169	—	—	—	—	—	—	72	—	72
Issuance of common stock for equity line of credit	—	—	—	—	—	—	129,000	—	69	—	69
Settlement of restricted stock units	—	—	—	—	—	—	65,866	—	—	—	—
Dividends declared on Series B preferred stock	—	52	—	—	—	—	—	—	—	(52)	(52)
Dividends declared on Series C preferred stock	—	—	—	194	—	—	—	—	—	(194)	(194)
Conversion of Series B preferred stock into common stock	(330)	(220)	—	—	—	—	488,975	—	220	—	220
Conversion of Series C preferred stock into common stock	—	—	(80)	(42)	—	—	151,209	—	42	—	42
Exercise of warrants	—	—	—	—	—	—	437,012	—	(3)	—	(3)
Deemed dividends on purchase warrants for common shares	—	—	—	—	—	—	—	—	123	(123)	—
Stock-based compensation expense	—	—	—	—	—	—	—	—	133	—	133
Net loss	—	—	—	—	—	—	—	—	—	(7,103)	(7,103)
Balance as of June 30, 2026	2,075	$1,421	11,687	$6,218	403	$—	4,151,919	$2	$70,750	$(66,506)	$4,246

For the Three and Six Months Ended June 30, 2025

Mezzanine Equity - Redeemable Convertible Series B Preferred Stock · Mezzanine Equity - Redeemable Convertible Series C Preferred Stock · Preferred Stock · Common Stock · Additional Paid-in Capital · Accumulated Deficit · Total Stockholders’ Equity
Shares · Amount · Shares · Amount · Shares · Amount · Shares · Amount
Balance as of January 1, 2025	—	$—	—	$—	—	$—	556,902	$1	$46,075	$(43,541)	$2,535
Issuance of stock for consideration of licensed technology	—	—	—	—	491	—	111,339	—	1,700	—	1,700
Issuance of common stock for equity line of credit	—	—	—	—	—	—	29,800	—	94	—	94
Issuance of common stock in lieu of fractional shares for stock split	—	—	—	—	—	—	76	—	—	—	—
Exercise of warrants	—	—	—	—	—	—	7,524	—	109	—	109
Stock-based compensation expense	—	—	—	—	—	—	—	—	100	—	100
Net loss	—	—	—	—	—	—	—	—	—	(1,502)	(1,502)
Balance as of March 31, 2025	—	$—	—	$—	491	$—	705,641	$1	$48,078	$(45,043)	$3,036
Issuance of common stock, net of issuance costs	—	—	—	—	—	—	260,258	—	1,908	—	1,908
Issuance of preferred stock and common stock warrants, net of issuance costs and warrants to placement agents	—	—	—	—	700	—	—	—	549	—	549
Issuance of warrants	—	—	—	—	—	—	—	—	36	—	36
Stock-based compensation expense	—	—	—	—	—	—	—	—	90	—	90
Dividends declared on Series B preferred stock	—	—	—	—	—	—	—	—	—	(1)	(1)
Net loss	—	—	—	—	—	—	—	—	—	(1,931)	(1,931)
Balances at June 30, 2025	—	—	—	—	1,191	$—	965,899	$1	$50,661	$(46,975)	$3,687

Valion Bio, Inc. (formerly known as Tivic Health Systems, Inc.)

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30, 2026 and 2025

(in thousands)

	Six Months Ended
	June 30,
	2026	2025
Cash flows from operating activities
Net loss	$(13,305)	$(3,433)
Less: Net loss from discontinued operations	(23)	(385)
Net loss from continuing operations	(13,282)	(3,048)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	341	276
Depreciation	362	2
Amortization of debt discount and debt issuance costs	934	—
Non-cash interest expense	406	—
Change in fair value of derivative liability	(80)	—
Amortization of right-of-use asset	428	—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(178)	(113)
Inventory	(750)	—
Other assets	(90)	(2)
Accounts payable	375	109
Accrued expenses	1,455	353
Lease liabilities	(242)	—
Net cash used in operating activities - continuing operations	(10,321)	(2,423)
Net cash provided by (used in) operating activities - discontinued operations	29	(293)
Net cash used in operating activities	(10,292)	(2,716)
Cash flows from investing activities
Acquisition of property and equipment	(64)	(3)
Acquisition of licensed technology	—	(543)
Net cash used in investing activities	(64)	(546)
Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs	69	1,908
Proceeds from issuance of preferred stock and common stock warrants, net of issuance costs	241	585
Proceeds from warrant exercises, net of fees	(3)	109
Offering costs in advance of sale of common stock	(120)	(158)
Net cash provided by financing activities	187	2,444
Net decrease in cash and cash equivalents	(10,169)	(818)
Cash and cash equivalents
Beginning of period	12,645	2,002
End of period	2,476	1,184
Less: Cash and cash equivalents included in discontinued operations	—	—
Cash and cash equivalents included in continuing operations	$2,476	$1,184
Cash and cash equivalents is comprised of:
Cash and cash equivalents	$2,108	$1,184
Restricted cash	368	—
Total cash and cash equivalents included in continuing operations	$2,476	$1,184
Supplemental disclosure on non-cash investing and financing activities
Issuance of common stock warrant	$—	$36
Issuance of common stock and preferred stock in exchange for license	$—	$1,700
Issuance of common stock for equity line of credit commitment fee	$375	$94
Dividends declared	$235	$—
Lease liabilities arising from right-of-use assets	$10,264	$—
Issuance of 10,755 shares of common stock in settlement of RSUs	$—	$—

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.