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TIVC 424B3: Shelf registration

Valion Bio, Inc.

Filed with the SEC on · accession 0001683168-26-007998

TIVC filed a 424B3 (prospectus (offering)) with the SEC on Oct 21, 2026. Valion Bio, Inc. filed a 424B3 prospectus covering the resale of up to 3,954,381 shares of common stock by selling stockholder 3i, LP, consisting of shares issuable upon conversion of Series B and Series C preferred stock and exercise of warrants.

Summary of the filing

Valion Bio, Inc. filed a 424B3 prospectus covering the resale of up to 3,954,381 shares of common stock by selling stockholder 3i, LP, consisting of shares issuable upon conversion of Series B and Series C preferred stock and exercise of warrants. The company will not receive proceeds from the resale, though it may receive warrant exercise proceeds if exercised.

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Key details

Aggregate shares of common stock registered for resale$4.0M
Shares issuable upon conversion of Series B Preferred Stock$536K
Shares issuable upon conversion of Series C Preferred Stock$2.3M
Shares issuable upon exercise of warrants$1.1M
Series B conversion price$4
Series C fixed conversion price$4
Closing price of common stock on October 13, 2026$2
IssuerValion Bio, Inc. (formerly Tivic Health Systems, Inc.)
Selling stockholder3i, LP

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Frequently asked questions

What did TIVC file with the SEC on Oct 21, 2026?

TIVC filed a 424B3 (Shelf registration). Valion Bio, Inc. filed a 424B3 prospectus covering the resale of up to 3,954,381 shares of common stock by selling stockholder 3i, LP, consisting of shares issuable upon conversion of Series B and Series C preferred stock and exercise of warrants. The company will not receive proceeds from the resale, though it may receive warrant exercise proceeds if exercised.

What does a shelf registration mean for TIVC stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B3?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.

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