Valion Bio, Inc.
Business
Tivic Health Systems, Inc. is a diversified therapeutics company developing bioelectronic and biologic approaches that harness the immune and autonomic nervous systems to treat disease. It currently markets ClearUP Sinus Pain Relief, an FDA-cleared over‑the‑counter bioelectronic device for temporary relief of sinus pain and congestion, and develops non‑invasive cervical vagus nerve stimulation (ncVNS) devices and a TLR5 agonist biologic, Entolimod. Key business programs include a commercial bioelectronic product line, an ncVNS clinical development program, and a biologics program centered on Entolimod. ClearUP is sold direct-to-consumer via tivichealth.com and major online retailers and distributors, while ncVNS and Entolimod are advancing through clinical collaborations and regulatory pathways.
Summary from filing dated 2025-03-21
Financials
Consolidated Statement of Income
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Research and development | 3 | 1 | 2 | 2 | 878,000 | |
| Selling, general and administrative | 5 | 3 | — | — | — | |
| Total operating expenses | 8 | 4 | 9 | 10 | 6 | |
| Loss from operations | −8 | −4 | −8 | −10 | −6 | |
| Change in fair value of derivative liability | 28,000 | 0 | — | — | — | |
| Interest income | 23,000 | 6,000 | — | — | — | |
| Interest expense | −146,000 | 0 | — | — | — | |
| Net other (expense) income | −95,000 | 6,000 | 1,000 | 2,000 | −3 | |
| Net loss from operations before discontinued operations | −8 | −4 | — | — | — | |
| Loss from discontinued operations | −885,000 | −1 | — | — | — | |
| Net loss | −9 | −6 | −8 | −10 | −8 | |
| Net loss per share attributed to common stockholders - basic and diluted (in dollars per share) | −7.84 | −19.68 | −176.8 | −104.32 | −2.43 | |
| Weighted-average number of shares - basic and diluted (in shares) | 1 | 287,370 | 46,650 | 96,778 | 3 |
Consolidated Balance Sheet
| Concept | Trend | FY 2025 2025-12-31 | FY 2025 2025-09-30 | FY 2025 2025-06-30 | FY 2024 2024-12-31 | FY 2023 2023-12-31 |
|---|---|---|---|---|---|---|
| Cash and cash equivalents | 13 | — | — | 2 | 3 | |
| Prepaid expenses and other current assets | 346,000 | — | — | 240,000 | 327,000 | |
| Current assets of discontinued operations | 15,000 | — | — | 397,000 | — | |
| Total current assets | 13 | — | — | 3 | 5 | |
| Property and equipment, net | 13 | — | — | 2,000 | 122,000 | |
| Deferred offering costs | 136,000 | — | — | 49,000 | — | |
| Licensed technology, net | 2 | — | — | 0 | — | |
| Goodwill | 3 | — | — | 0 | — | |
| Other assets | 124,000 | — | — | 0 | 34,000 | |
| Non-current assets of discontinued operations | 0 | — | — | 117,000 | — | |
| TOTAL ASSETS | 32 | — | — | 3 | 5 | |
| Accounts payable | 264,000 | — | — | 125,000 | 713,000 | |
| Other accrued expenses | 376,000 | — | — | 132,000 | 495,000 | |
| Current liabilities of discontinued operations | 6,000 | — | — | 15,000 | — | |
| Total current liabilities | 646,000 | — | — | 272,000 | 1 | |
| Convertible note payable, net | 6 | — | — | 0 | — | |
| Derivative liability | 292,000 | — | — | 0 | — | |
| Other non-current liabilities | 48,000 | — | — | 0 | — | |
| Non-current liabilities of discontinued operations | 0 | — | — | 0 | — | |
| Total liabilities | 7 | — | — | 272,000 | 2 | |
| COMMITMENTS AND CONTINGENCIES (Note 9) | — | — | — | — | — | |
| Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 403 shares issued and outstanding as of December 31, 2025, and no shares issued and outstanding as of December 31, 2024 | 0 | — | — | 0 | — | |
| Common stock, $0.0001 par value, 200,000,000 shares authorized; 2,525,778 and 556,902 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively | 2,000 | — | — | 1,000 | 0 | |
| Additional paid in capital | 69 | 53 | 50 | 46 | 41 | |
| Accumulated deficit | −53 | — | — | −44 | −38 | |
| Total Stockholders equity | 17 | 3 | 3 | 3 | 4 | |
| TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY | 32 | — | — | 3 | 5 |
Consolidated Statement of Cash Flows
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Stock based compensation | 564,000 | 229,000 | 271,000 | 398,000 | 57,000 | |
| Depreciation | 5,000 | 3,000 | 8,000 | 10,000 | 8,000 | |
| Amortization of debt discount and debt issuance costs | 97,000 | 0 | — | — | — | |
| Non-cash interest expense | 48,000 | — | — | — | 76,000 | |
| Issuance of warrants for services | 93,000 | 0 | — | — | 280,000 | |
| Amortization of right-of-use asset | 0 | 349,000 | 174,000 | 164,000 | 16,000 | |
| Write-off offering costs related to unclosed financing arrangements | 143,000 | 0 | — | — | — | |
| Prepaid expenses and other current assets | 78,000 | 78,000 | −92,000 | 558,000 | −707,000 | |
| Other assets | 0 | 34,000 | — | 15,000 | — | |
| Accounts payable | 139,000 | −588,000 | — | — | — | |
| Accrued expenses | 235,000 | −348,000 | 103,000 | 109,000 | 128,000 | |
| Lease liabilities | 0 | −369,000 | −161,000 | −178,000 | 4,000 | |
| Net cash used in operating activities - continuing operations | −7 | −5 | — | — | — | |
| Net cash used in operating activities - discontinued operations | −380,000 | −643,000 | — | — | — | |
| Net cash used in operating activities | −7 | −6 | −9 | −9 | −6 | |
| Issuance of note receivable | −124,000 | 0 | — | — | — | |
| Acquisition of property and equipment | −38,000 | 0 | −118,000 | −11,000 | — | |
| Acquisition of licensed technology | −543,000 | 0 | — | — | — | |
| Net cash used in investing activities | −705,000 | 0 | −118,000 | −11,000 | — | |
| Issuance costs in connection with senior convertible note | −172,000 | 0 | — | — | — | |
| Proceeds from issuance of common stock, net of issuance costs | 2 | 0 | 9 | — | 15 | |
| Proceeds from issuance of common stock and warrants, net of issuance costs | 0 | 4 | — | — | — | |
| Proceeds from issuance of preferred stock and warrants, net of issuance costs | 16 | 0 | — | — | — | |
| Proceeds from warrant exercises | 109,000 | 0 | — | — | — | |
| Offering costs in advance of sale of common stock | −136,000 | −49,000 | — | — | — | |
| Net cash provided by financing activities | 18 | 4 | 9 | −528,000 | 18 | |
| Net increase (decrease) in cash and cash equivalents | 11 | −1 | −122,000 | −9 | 12 | |
| Convertible note issued in exchange for purchase of Scorpius assets and goodwill | 16 | 0 | 75,000 | −434,000 | −181,000 | |
| Warrants issued to placement agents as non-cash offering fees | 221,000 | 70,000 | — | — | — | |
| Non-cash recognition of embedded derivative liability on issuance of convertible notes | 320,000 | 0 | — | — | — | |
| Dividends declared | 168,000 | 0 | — | — | — | |
| Deemed dividends | 10,000 | 0 | — | — | — | |
| Write-off of ROU asset and lease liability | 0 | 290,000 | — | — | — |