Valion Bio, Inc. Common Stock (NASDAQ:VBIO) held a special meeting of stockholders to seek authority for a potential reverse stock split as the company addresses its current Nasdaq listing deficiency.
Michael K. Handley, Valion Bio’s chief executive officer and a board member, said the meeting was intended to give the board discretion to address the company’s stock price through a reverse split if it determines such action is necessary.
Reverse Split Authorization
Stockholders were asked to consider two proposals. The first would authorize the board to amend the company’s amended and restated certificate of incorporation to carry out a reverse split of its outstanding common shares.
Under the proposal, the board would be able to select a reverse-split ratio ranging from not less than 1-for-5 to not greater than 1-for-50. The board would have discretion to determine the ratio and implement the split at any time within 12 months after stockholder approval, without seeking additional stockholder approval.
The second proposal would authorize the board, if necessary or appropriate, to adjourn the special meeting to another time or place to solicit additional proxies in support of the proposals.
Quorum and Voting
Melinda Lackey, Valion Bio’s general counsel and senior vice president of legal affairs, chaired the virtual meeting, which was called to order at 11:01 a.m. Central Time.
The company set July 7, 2026, as the record date for the meeting. According to preliminary information from independent Inspector of Election Christopher Tinnin, holders entitled to 1,940,835 votes were represented in person or by proxy. That amount represented approximately 46% of the company’s 4,161,259 issued and outstanding common shares as of the record date.
Lackey said the represented shares exceeded the one-third threshold required for a quorum. Shares of Series A, Series B and Series C non-voting convertible preferred stock were not eligible to vote on the matters presented and were excluded from the quorum tally.
Preliminary Results, Final Filing Pending
The polls closed at 11:07 a.m. Central Time. Lackey said the preliminary report reflected votes received by the company before the meeting, while votes submitted during the meeting would be included in the inspector’s final report and the company’s permanent records.
The company reported that the proposal authorizing the board to adjourn the meeting, if needed to solicit additional proxies, was preliminarily approved. Valion Bio said it would not adjourn the meeting at that time because it received votes during the meeting.
The meeting remarks did not provide a separate preliminary vote tally or explicitly state the preliminary outcome for the reverse stock split authorization. Valion Bio said final voting results would be disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days of the meeting.
In addition to Handley and Lackey, Chief Financial Officer Lisa Wolf attended the meeting, along with board Chair Sheryle Bolton and directors Dean Zikria and Christina Valauri.
About Valion Bio, Inc. Common Stock (NASDAQ:VBIO)
Tivic Health Systems is a commercial-stage medical technology company that develops and markets non-drug, neuromodulation-based therapies for nasal and sinus health. The company’s solutions are designed to alleviate sinus pain, pressure and congestion through gentle microcurrent and vibration stimulation. By targeting the underlying nerve pathways in the nasal passages, Tivic Health aims to provide an alternative to over-the-counter and prescription medications without introducing systemic side effects.
The flagship product, ClearUP™ Sinus Pain Relief, is an FDA-cleared, hand-held device intended for home use.
