Offerings - Offering: 1 |
Jun. 01, 2026
USD ($)
shares
|
|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Common Stock, $0.0001 par value per share |
| Amount Registered | shares | 2,707,897 |
| Proposed Maximum Offering Price per Unit | 0.73 |
| Maximum Aggregate Offering Price | $ 1,976,764.81 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 272.99 |
| Offering Note | Represents 2,707,897 shares of Common Stock issuable pursuant to Plan, which includes (i) 2,581,608 additional shares of Common Stock added to the Plan in connection with the Second Amendment to the Plan, effective May 28, 2026; and (ii) 126,289 additional shares of Common Stock added to the Plan on January 1, 2026, pursuant to the “evergreen” provision of the Plan. 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 under the Company’s Amended and Restated 2021 Equity Incentive Plan, as amended (the “Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction. 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. |