Valion Bio files S-1 for offering of up to 29.4 million shares and warrants

Valion Bio, Inc., formerly known as Tivic Health Systems, Inc., filed a Form S-1 with the Securities and Exchange Commission on July 17, 2026. The filing covers up to 29,411,764 shares of common stock along with up to 29,411,764 common warrants to purchase shares, at an assumed combined public offering price of $0.51 per share and warrant, based on the last reported Nasdaq sale price on July 13, 2026.¹

The offering is set to terminate on August 14, 2026, unless the company ends it earlier at its discretion.¹ Dawson James Securities, Inc. has been engaged as placement agent¹ on a reasonable best efforts basis, with no minimum offering requirement as a condition of closing.¹

The company estimated net proceeds of approximately $13.7 million, assuming no Pre-Funded Warrant issuance and no Common Warrant exercise.¹ Valion said it intends to use the net proceeds, together with existing cash and marketable securities, for research and development related to its Entolimod program and for general corporate purposes.¹ Separately, in the Use of Proceeds section, the company stated more broadly that net proceeds would go toward working capital and general corporate purposes, which may include operating expenses, research and development, and pending and future acquisitions.¹

Entolimod is described in the filing as the company's lead program, a recombinant TLR5 agonist with a preclinical and clinical data package supporting development as a medical countermeasure for Acute Radiation Syndrome and its subsyndromes, as well as adjunct oncology therapy such as neutropenia.¹

The filing also disclosed a planned reverse stock split. At a Special Meeting of Stockholders scheduled for August 14, 2026, shareholders will be asked to grant the Board discretionary authority to effect a reverse split at a ratio between 1-for-5 and 1-for-50.¹