NASDAQ: VBIO Valion Bio, Inc. 8-K

Valion Bio shareholders approve 2.6M share equity plan expansion and multiple dilutive financings

Filed June 3, 2026 · Period ending May 28, 2026 · ~1 min read

Key Changes

high

Shareholders approved issuance of common stock from conversion of Series C Preferred Stock and warrants under December 2025 institutional investor agreement, representing significant potential dilution.

Item 5.07: Annual Meeting Results verify on EDGAR →
high

Shareholders approved issuance of common stock from conversion of Senior Secured Convertible Note and warrant exercise for 3i, LP under December 2025 agreement, adding to dilution risk.

Item 5.07: Annual Meeting Results verify on EDGAR →
medium

2021 Equity Incentive Plan expanded by 2,581,608 shares (82% increase from 3.1M outstanding shares), enabling additional stock-based compensation for employees and directors.

Item 5.02: Compensatory Arrangements verify on EDGAR →
medium

Shareholders approved common stock sales under February 2026 agreement with Tumim Stone Capital, providing another equity financing channel but further diluting existing holders.

Item 5.07: Annual Meeting Results verify on EDGAR →
low

Annual Meeting achieved exactly 50.0% quorum (1.57M of 3.14M shares), with all eight proposals passing including director elections and auditor ratification.

Item 5.07: Annual Meeting Results verify on EDGAR →

Summary

Valion Bio's May 28, 2026 Annual Meeting resulted in shareholder approval of multiple dilutive financing arrangements and a substantial equity compensation expansion.

Most significantly, shareholders authorized the company to issue common stock through conversion of Series C Preferred Stock and warrants from a December 2025 institutional financing, plus conversion of a Senior Secured Convertible Note and warrants for 3i, LP.

These approvals were required under Nasdaq rules to prevent excessive dilution without shareholder consent, but now clear the path for substantial share issuance. The company also expanded its equity incentive plan by 2.6 million shares—representing an 82% increase relative to the 3.1 million shares currently outstanding. Combined with the Tumim Stone Capital stock purchase agreement also approved at the meeting, Valion Bio has secured multiple channels for raising capital through equity, all of which will dilute existing shareholders. The barely-achieved 50% quorum suggests limited shareholder engagement. Retail investors should monitor upcoming SEC filings for actual conversions and issuances under these newly-approved arrangements, as the timing and pricing of these transactions will determine the real dilution impact on per-share value.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~49 words

8-K discloses amendment to equity incentive plan under Item 5.02, but filing text is incomplete.

1 Added

Added Equity incentive plan amendment medium

Added in current filing · verify on EDGAR →

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amendment to the Company’s Amended and Restated 2021 Equity Incentive Plan As described in

The filing discloses an amendment to the company's 2021 Equity Incentive Plan under Item 5.02, which covers compensatory arrangements for officers. However, the provided text is incomplete and cuts off mid-sentence, preventing full assessment of the amendment's terms and impact.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~1,500 words

Valion Bio stockholders approved equity plan expansion and multiple share issuances at 2026 Annual Meeting on May 28, 2026.

3 Added

Added Equity plan amendment approved medium

Added in current filing · verify on EDGAR →

on May 28, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Valion Bio, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 2,581,608 shares.

Stockholders approved increasing the 2021 Equity Incentive Plan share reserve by 2,581,608 shares. This expands the company's ability to grant stock-based compensation to employees and directors. The amendment was previously approved by the Board on January 29, 2026 and became effective May 28, 2026.

Added Series C Preferred Stock conversion approval high

Added in current filing · verify on EDGAR →

The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock upon conversion of those shares of its Series C Preferred Stock and exercise of those warrants to purchase shares of its common stock that the Company may in the future issue to certain institutional investors to that Securities Purchase Agreement entered into by and between the Company and such institutional investors on December 9, 2025

Stockholders approved the potential issuance of common stock upon conversion of Series C Preferred Stock and warrant exercises related to a December 9, 2025 Securities Purchase Agreement with institutional investors. This approval was required under Nasdaq listing rules to prevent excessive dilution without shareholder consent.

Added Tumim Stone Capital stock purchase agreement approval medium

Added in current filing · verify on EDGAR →

The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the sale and issuance of shares of the Company’s common stock pursuant to that Common Stock Purchase Agreement entered into by and between the Company and Tumim Stone Capital, LLC on February 6, 2026

Stockholders approved the sale and issuance of common stock under a February 6, 2026 Common Stock Purchase Agreement with Tumim Stone Capital, LLC. This represents another potential source of equity financing and shareholder dilution.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Valion Bio amended its 2021 Equity Incentive Plan on May 28, 2026, filing only the amendment as an exhibit with no further details disclosed.

1 Added

Added Equity plan amendment medium

Added in current filing · verify on EDGAR →

Second Amendment to Valion Bio, Inc. Amended and Restated 2021 Equity Incentive Plan, dated May 28, 2026

The company filed a second amendment to its equity incentive plan dated May 28, 2026. The 8-K provides no details about the nature of the amendment, such as whether it increases the share reserve, modifies vesting terms, or changes eligibility criteria. Investors would need to review the full exhibit to understand the material terms.