Private Placement (Form 8-K)

Item 8.01 Other Events.

As previously announced, on April 29, 2025, Valion Bio, Inc. (formerly known as Tivic Health Systems, Inc.) (the "Company") entered into a Securities Purchase Agreement (as subsequent assigned and amended, the "Purchase Agreement") with an investor (the "Investor"), pursuant to which, subject to the conditions set forth therein, the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, up to 8,400 shares of the Company's Series B Non-Voting Convertible Preferred Stock ("Series B Preferred Shares") and warrants ("Warrants" and together with Series B Preferred Shares, "Securities") to purchase shares of the Company's common stock for a total purchase price of up to $8,400,000 in a series of tranche closings. On December 9, 2025, the Investor assigned the Purchase Agreement, including all of its rights and obligations thereunder, to 3i, LP ("3i"), and 3i purchased all of the outstanding Series B Preferred Shares and Warrants from the Investor. Also on December 9, 2025, the Company and 3i amended certain terms of the Purchase Agreement.

On June 17, 2026, pursuant to the Purchase Agreement, the Company issued to 3i (a) 250 Series B Preferred Shares at $1,000 per share, and (b) a Warrant to purchase 156,026 shares of the Company's common stock at an exercise price of $0.616280 per share, for an aggregate purchase price of $250,000. Such Securities were issued under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) promulgated thereunder.

Item 3.02 Unregistered Sales of Equity Securities.