0001787740 1 2026-06-01 2026-06-01 0001787740 1 2026-06-01 2026-06-01 0001787740 2 2026-06-01 2026-06-01 0001787740 3 2026-06-01 2026-06-01 0001787740 2026-06-01 2026-06-01 iso4217:USD pure shares S-8 EX-FILING FEES 0001787740 false true true false S-8 Valion Bio, Inc. Equity Common Stock, $0.0001 par value per share true 45000 0.73 32850.00 0.0001381 4.54 32850.00 4.54 4.54 0.00 Represents 45,000 shares of Common Stock of the Company issuable upon the exercise of nonstatutory stock options granted to employees of the Company (the “Inducement Awards”). Such Inducement Awards were granted outside of the Company’s Amended and Restated 2021 Equity Incentive Plan, as amended, as an inducement material to the employees’ entry into employment with the Company, in accordance with Nasdaq Listing Rule 5635(c)(4). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Valion Bio, Inc. (formerly known as Tivic Health Systems, Inc.) (the “Company”) that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.<br/><br/>The offering price per share and aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act. The proposed maximum offering price per share is based upon the average of the high and low prices of the Company’s Common Stock, as reported on the Nasdaq Capital Market on June 1, 2026, a date within five business days prior to the filing of the Registration Statement.<br/><br/> true Valion Bio, Inc. S-1 333-268010 2022-10-26 4.54 Equity Common Stock, $0.0001 par value per share 41.20 true Valion Bio, Inc. S-1 333-268010 2022-10-26 0.00 Equity Common Stock Underlying Representatives Warrants 0.00 true Valion Bio, Inc. S-1 333-268010 2022-10-26 7025.25 On October 26, 2022, the Registrant filed a Registration Statement on Form S-1 (File No. 333-268010) (the “2022 S-1”) with the Securities and Exchange Commission (the “SEC”), which registered an aggregate principal amount of $63,750,000 of the Registrant’s common stock and representative warrants to purchase common stock, to be offered by the Registrant; the fee amount paid in connection with the 2022 S-1 was $7,025.25, as calculated in accordance with Rule 457 of the Securities Act. On February 1, 2023, the Registrant filed a fourth amendment to the 2022 S-1, pursuant to which it registered only an aggregate amount of $6,109,375 in value of the Registrant’s securities that were sold (the “Final Offering”); the fee amount attributable to such sale of securities in the Final Offering was $673.26, as calculated in accordance with Rule 457 of the Securities Act. As a result, after the Final Offering, which has been completed as of the date hereof, the Registrant had $6,351.99 in unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended). The Registrant filed a new Registration Statement on Form S-1 with the SEC on March 29, 2024 (the “2024 S-1”), followed by a first amendment to the 2024 S-1 on May 8, 2024, for which it offset $3,661.66 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended), resulting in $2,690.33 in remaining unused fees available to be applied to future filings of the Registrant. The Registrant filed a new Registration Statement on Form S-1 with the SEC on May 9, 2025 (the “2025 S-1”), for which it offset $193.45 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended), resulting in $2,496.88 in remaining unused fees available to be applied to future filings of the Registrant. The Registrant filed a new Registration Statement on Form S-8 with the SEC on July 25, 2025 (the “2025 S-8”), for which it offset $318.49 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended), resulting in $2,178.39 in remaining unused fees available to be applied to future filings of the Registrant. On May 13, 2024, the Registrant completed the offering under the 2024 S-1, pursuant to which it sold only an aggregate amount of $13,391,277.20 in value of the Registrant’s securities that were originally registered in the 2024 S-1 (the “2024 Offering”); the fee amount attributable to such sale of securities in the 2024 Offering was $2,017.15, as calculated in accordance with Rule 457 of the Securities Act, resulting in an amount of $1,644.51 in unused filing fees attributed to the 2024 S-1. As a result, after the 2024 Offering, which has been completed as of the date hereof, the Registrant had $3,842.90 in unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended). The Registrant filed a new Registration Statement on Form S-1 with the SEC on April 13, 2026 (the “2026 S-1”), for which it offset $130.74 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registration in connection with its filing of the 2022 S-1 (as amended, resulting in $3,712.16 in remaining unused fees available to be applied to future filings of the Registrant. The Registrant filed a new Registration Statement on Form S-8 with the SEC on June 5, 2026 (the “2026 Plan S-8”), for which it offset $272.99 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registration in connection with its filing of the 2022 S-1 as amended, resulting in $3,439.17 in remaining unused fees available to be applied to future filings of the Registrant. In accordance with Rule 457(p) under the Securities Act, the registrant is using $272.99 of the aforementioned unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended) to offset the entirety of the filing fee payable in connection with this Registration Statement, and as a result of such offset, the Registrant will have $3,434.63 remaining in unused filing fees available to be applied to future filings of the Registrant. See Footnote 1. See Footnote 1.