Form 8-K

8-K — Valion Bio, Inc.

Accession: 0001683168-26-003446

Filed: 2026-05-04

Period: 2026-05-01

CIK: 0001787740

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — valion_8k.htm (Primary)

EX-10.1 — TIVIC HEALTH EXECUTIVE EMPLOYMENT AGREEMENT (valion_ex1001.htm)

EX-99.1 — PRESS RELEASE (valion_ex9901.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: valion_8k.htm · Sequence: 1

Tivic Health Systems, Inc. Form 8-K

false

0001787740

2026-05-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date

of earliest event reported): May 1,

2026

Valion

Bio, Inc.

(Exact name of Registrant as Specified in Its

Charter)

Delaware

001-41052

81-4016391

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

Identification No.)

1305 E. Houston Street,

Building 1, Suite 311

San Antonio, Texas

78205

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 888 276-6888

Tivic Health Systems, Inc.

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

VBIO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2026, Melinda Lackey was appointed as

General Counsel and Senior Vice President of Legal Affairs of Valion Bio, Inc. (formerly known as Tivic Health Systems, Inc.), a Delaware

corporation (the “Company”). Ms. Lackey, age 49, brings over 18 years of legal and corporate experience, and has served in

executive and legal leadership roles at biotechnology companies and international law firms. Prior to joining the Company, from November

2021 until August 2025, Ms. Lackey served as Senior Vice President, Legal & Administration of Alaunos Therapeutics, Inc. (NASDAQ:

TCRT). From August 2021 to November 2021, she served as Of Counsel at Hogan Lovells. Prior to that, Ms. Lackey served as General Counsel

of Kuur Therapeutics, Inc. (f/k/a Cell Medica, Inc.), was a clinical-stage biotechnology company focused on CAR-NKT cellular therapies

and later acquired by a global biopharmaceutical public company, from June 2018 to August 2021. Ms. Lackey previously practiced law at

Winston & Strawn LLP from March 2008 to June 2018, where she focused on intellectual property strategy and patent litigation. Ms.

Lackey earned a Bachelor of Science in microbiology from Texas Tech University in 1998. Ms. Lackey also earned a Master of Science in

medical microbiology and immunology from Texas Tech University Health Sciences Center and a Doctor of Jurisprudence from University of

Houston Law Center in 2007.

On May 1, 2026, in connection with her appointment

as General Counsel and Senior Vice President of Legal Affairs of the Company, the Company and Ms. Lackey entered into an executive employment

agreement (the “Employment Agreement”), pursuant to which Ms. Lackey (i) is entitled to receive a base salary of $321,000

per annum (subject to review and adjustment in accordance with the Company’s normal performance review practices); (ii) will be

eligible to receive, at the sole discretion of the Company’s Board of Directors (“Board”), an annual end-of-year incentive

bonus in an amount up to 35% of her base salary, commencing the year following the start of her employment; and (iii) may be eligible

to receive annual focal grants, as determined by the Board or the Compensation Committee of the Board, pursuant to the Company’s

Amended and Restated 2021 Equity Incentive Plan.

In addition to the foregoing compensation, on

May 1, 2026, Ms. Lackey was granted an option to purchase 45,000 shares of common stock of the Company with an exercise price equal to

the fair market value of a share of common stock of the Company on the grant date.

Pursuant to the Employment Agreement, Ms. Lackey’s

employment is “at will,” meaning that either she or the Company are entitled to terminate Ms. Lackey’s employment at

any time and for any reason, with or without cause. In the event that her employment with the Company is terminated for any reason before

December 31 of any given year, she will not be entitled to receive an annual end-of-year bonus. In the event that (i) Ms. Lackey elects

to terminate her employment with the Company other than for good reason, (ii) the Company terminates her employment for cause, or (iii)

her employment is terminated as a result of her death or disability, then Ms. Lackey will not be entitled to receive any separation benefits.

In the event that Ms. Lackey terminates her employment for good reason or the Company terminates her employment without cause, provided

that her employment with the Company continues for at least six months after execution of the Employment Agreement, then Ms. Lackey shall

be entitled to receive payment equal to her base salary for a period of six months after termination, payable in accordance with the Company’s

standard payroll procedures, and the Company shall pay her COBRA coverage for a period of six months after termination.

The foregoing summary of the Employment Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of

which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

There are no arrangements or understandings, other

than the employment agreement between the Company and Ms. Lackey described above, pursuant to which Ms. Lackey was appointed and

there are no family relationships between Ms. Lackey and any of the Company’s directors, executive officers or persons nominated

or chosen by the Company to become a director or executive officer. Ms. Lackey has not engaged in any related-person transactions required

to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 7.01 Regulation FD Disclosure.

On May 4, 2026, the Company issued a press release

announcing Ms. Lackey’s appointment as General Counsel and Senior Vice President of Legal Affairs of the Company, among other things.

A copy of that press release is furnished as Exhibit 99.1 of this Current Report and incorporated herein by reference.

The information set forth under Item 7.01 of this

Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of

Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current

Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or

the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific

reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current

Report that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

This Current Report including Exhibit 99.1, contains

certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,”

“expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to

us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Current Report,

including Exhibit 99.1, or hereafter, including in other publicly available documents filed with the Commission, reports to the stockholders

of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other

factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results,

performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are

based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include,

but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of which could adversely

affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements

may differ materially from those expressed or implied by such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

10.1*

Executive Employment Agreement, by and between Valion Bio, Inc. and Melinda Lackey, dated May 1, 2026.

99.1

Press Release, dated May 4, 2026.

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALION BIO, INC.

Date:

May 4, 2026

By:

/s/ Lisa Wolf

Name: Lisa Wolf

Title: Chief Financial Officer

EX-10.1 — TIVIC HEALTH EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.1

Filename: valion_ex1001.htm · Sequence: 2

Exhibit 10.1

TIVIC HEALTH EXECUTIVE EMPLOYMENT

AGREEMENT

This Employment Agreement (this “Agreement”)

is made and entered into as of May 1, 2026 (the “Effective Date”) by and between Tivic Health Systems, Inc., a Delaware limited

liability company (the “Company”) and Melinda Lackey (“Employee”).

1. Duties and Scope of Employment.

(a)

Position. For the term of your employment under this Agreement (your “Employment”), the Company agrees

to employ you in the exempt position of General Counsel and SVP of Legal Affairs. You will report to the Company’s CEO, Michael

Handley. You will perform the duties and have the responsibilities and authority customarily performed and held by an employee in your

position.

(b)

Location. You will be working remotely from a location approved in advance by the Company, which approval may be revoked

by the Company in its sole discretion. It also being understood that the Company may require you to perform business travel to other locations

from time to time in connection with the Company’s business.

(c)

Obligations to the Company. During the term of your Employment, you will devote your full business efforts and time to the

Company. During your Employment, you agree that you will not engage in any other employment, occupation, consulting or other business

activity without the prior written consent of the Company, nor will you engage in any other activities that conflict with your obligations

to the Company, under this Agreement, the Confidentiality Agreement and/or any other agreement with the Company or otherwise. You shall

comply with the Company’s policies and rules, including those policies located in the Company’s Handbook and the Confidentiality

Agreement (defined below), as they may be in effect from time to time during your Employment.

(d)

Employment at Will. Your Employment will be “at will,” meaning that either you or the Company shall be entitled

to terminate your Employment at any time and with or without cause. Any contrary representations that may have been made to you shall

be superseded by this Agreement. This Agreement will constitute the full and complete agreement between you and the Company on the “at-will”

nature of your Employment, which may only be changed in an express written agreement signed by you and a duly authorized officer of the

Company. Except as otherwise herein expressly provided for, upon the termination of your employment, you will only be entitled to the

compensation and benefits earned and the reimbursements described in this Agreement for the period preceding the effective date of the

termination.

2. Compensation; Business Expenses.

(a)

Base Wage. In this exempt position, the Company will pay you as compensation for your Employment a base salary of $321,000.00,

pro-rated for any partial year. Your annual base salary will be subject to review and adjustment based upon the Company’s normal

performance review practices. Your base salary will continue to be payable in accordance with the Company’s standard payroll procedures.

The annual base salary specified in this Section 2(a), together with any modifications thereof, is referred to in this Agreement as the

“Base Salary.” This Base Salary contemplates a full-time position of approximately 40 hours per week.

(b)

Incentive Compensation. At the discretion of the Board, you will be eligible to receive a discretionary, annual end-of-year

incentive bonus in an amount of up to 35% of your Base Salary, commencing with the first full calendar year following the start of your

Employment. The exact amount and timing of the incentive bonus you may receive will be a combination of personal and Company objectives,

dependent on the achievement of Company milestones and financial metrics, and such other metrics as the Board deems appropriate. Payment

of your incentive bonus, if any, will be paid to you as soon as practical following the end of the calendar year, will be subject to

the approval of the Board of Directors and will be contingent upon final financial results from the prior year. You will not be eligible

to receive any incentive bonus (including a prorated bonus) if your employment terminates for any reason before December 31, for the

year in question.

(c)

Equity Incentive Award. Equity Incentive Awards are granted by the Board of Directors, or a committee thereof that is authorized

to do so (the “Committee”). Management will recommend to the Board of Directors (or the Committee, as applicable) at the next

meeting thereof that you be granted an option to purchase 45,000 shares of the Common Stock of the Company with an exercise price equal

to the fair market value of a share of Common Stock on the date of grant. Additionally, you may be eligible for consideration for annual

focal grants, as determined by management Amended and Restated 2021 Equity Plan and conditioned upon Employee’s continuous employment

with the Company through each vesting date.

(d)

Business Expenses. The Company will reimburse you for your necessary and reasonable business expenses incurred in connection

with your duties hereunder upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the

Company’s generally applicable policies currently in effect or to be adopted after the date hereof, as may be amended from time

to time.

Employee Benefits. During your employment, you will be eligible to participate in any employee

benefit plans or programs of the Company that are made generally available by the Company to similarly situated employees, in accordance

with the terms of the applicable plans and programs. Tivic offers a “Responsible Adult” policy for discretionary time off

(“DTO”) You must ensure that any DTO is scheduled to minimize disruption to the Company’s operations. These benefits

may change from time to time. Nothing in this Offer Letter shall preclude the Company, any affiliates, or Successors of the Company from

terminating or amending any employee benefit plan or program from time to time after your start date.

Clawback of Incentive Compensation. Notwithstanding the foregoing, incentive compensation payable to you during the term

of this Agreement shall be subject to clawback in accordance with Company policies, as may be adopted and/or amended from time to time,

in accordance with applicable law, including, without limitation, SEC rules and regulations and/or rules of the exchange on which the

Company’s equity securities may be listed from time to time.

5. Termination of this Agreement; Separation Benefits.

(a)

Termination of this Agreement. This Agreement and your employment with the Company shall terminate under any of the following

conditions: (i) your death; (ii) your Complete Disability; (iii) upon your receipt of written notice from the Company that your employment

is being terminated for Cause; (iv) upon your receipt of written notice from the Company that your employment is being terminated other

than for Cause; (v) upon sixty (60) days’ written notice by you that you are resigning from your employment with the Company; (vi)

upon sixty (60) days’ written notice by you that you are resigning from your employment with the Company for Good Reason.

(b)

Separation Benefits. You will be entitled to receive separation benefits upon termination of employment only as set forth

in Section 4(b)(iv) hereof (the “Severance Benefits”); provided, however, that in the event you are entitled to any

severance pay under a Company-sponsored severance pay plan, any such severance pay to which you are entitled under such severance pay

plan will reduce the amount of severance pay to which you are entitled pursuant to Section 4(b)(iv) hereof.

(i)

Voluntary Resignation. If you voluntarily elect to terminate your employment with the Company (other than in the event of

a termination by you for Good Reason), you will not be entitled to any Severance Benefits.

(ii)

Termination for Cause. If the Company or any successor in interest terminates your employment for Cause (as defined below),

you will not be entitled to receive any Severance Benefits.

(iii)

Termination for Death or Complete Disability. If your employment with the Company is terminated as a result of your death

or Complete Disability, you will not be entitled to receive any Severance Benefits.

(iv)

Involuntary Termination. Subject to the provisions of Section 4(b)(iv) and Section 5 hereof, if there is an Involuntary

Termination you will be entitled to receive the following:

(A)

Severance Payment. The Company will pay you six months of your Base Salary, payable in accordance with the Company’s

standard payroll procedures over the Severance Period, if your Employment continued for at least six months following the execution of

this Agreement.

(B)

Health Insurance. Provided that you timely elect such coverage, the Company shall pay your group health continuation coverage

under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) during the Severance Period; provided, however,

that in the event that you become eligible for group insurance coverage in connection with new employment, such COBRA premium payments

by the Company shall terminate immediately and, in furtherance thereof, you represent, warrant, covenant and agree to promptly, and in

any event, within seven (7) days therefrom, notify the Company of your new employment and eligibility for group insurance coverage related

thereto.

(i)

“Cause” means the occurrence of any of the following: (A) your conviction for, or plea of no contest to, a felony

or a crime involving moral turpitude; (B) your commission of an act of personal dishonesty that is intended to result in your personal

enrichment (excluding inadvertent acts that are promptly cured following notice); (C) a continued material failure or failures by you

to perform your lawful and reasonable duties of employment (including, but not limited to, compliance with material written policies of

the Company and material written agreements with the Company) (but only after the Company has delivered a written demand for performance

to you that describes the basis for the Company’s belief that you have committed material violations and you have not cured within

a period of 15 days following notice); (D) your willful failure (other than due to physical incapacity) to reasonably cooperate with any

audit or investigation by a governmental authority or the Company of the Company’s business or financial conditions or practices

that continues after written notice from the Board and at least fifteen (15) days to cure; (E) it is determined that you have conducted

yourself in an unprofessional, unethical, illegal or fraudulent manner, or have acted in a manner detrimental to the reputation, character

or standing of the Company, or to the financial condition of the Company, including, but not limited to theft or misappropriation of Company’s

assets, engaging in unlawful discriminatory or harassing conduct, working while under the influence of alcohol or illegal drugs, or the

filing of false expense or related reports; (G) a material breach of any of your fiduciary duties to the Company; (H) any willful, material

violation by you of any law or regulation applicable to the business of the Company; (I) a material breach of any of the covenants, representations

and warranties contained herein; or (J) insubordinate conduct so divergent from the Company’s purpose, that a majority vote by the

Board necessitates your removal.

(ii)

“Change in Control” shall have the meaning as set forth in the Company’s 2021 Equity Incentive Plan. as

may be amended from time to time.

(iii)

“Complete Disability” shall mean your inability to perform your duties under this Agreement, whether with or

without reasonable accommodation, by reason of any incapacity, physical or mental, which the Company, based upon medical advice or an

opinion provided by a licensed physician acceptable to the Company, determines to have incapacitated you from satisfactorily performing

all of your usual services for the Company, with or without reasonable accommodation, for a period of at least one hundred eighty (180)

days during any twelve (12) month period (whether or not consecutive). Based upon such medical advice or opinion, the determination of

the Company shall be final and binding and the date such determination is made shall be the date of such Complete Disability for purposes

of this Agreement.

(iv)

“Good Reason” means the occurrence of one or more of the following (through a single action or series of actions)

without your written consent: (A) the assignment to you of any authority, duties or responsibilities or the reduction of your authority,

duties or responsibilities, either of which results in a material diminution in your authority, duties or responsibilities at the Company,

unless you are provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority and status);

or (B) a material reduction by the Company in your Base Salary, other than a one-time reduction that is applicable to substantially all

other similarly-situated executives.

An event or action will not constitute

Good Reason unless (1) you give the Company written notice within 60 days after you know or should know of the initial existence of such

event or action, (2) such event or action is not reversed, remedied or cured, as the case may be, by the Company as soon as possible but

in no event later than 30 days of receiving such written notice from you, and (3) you terminate employment within 60 days following the

end of the cure period.

(v)

“Involuntary Termination” means a termination of your employment by the Company without Cause, or you terminate

your employment with the Company for Good Reason.

6. Conditions to Receipt of Severance or other Benefits Pursuant to this Agreement.

(a)

Release of Claims Agreement. Notwithstanding anything herein contained to the contrary, in order for you to receive any

Severance Benefits, you will be required to sign and not revoke a separation and release of claims agreement in a form reasonably satisfactory

to the Company (the “Release”). In all cases, the Release must become effective and irrevocable no later than the 60th

day following your Involuntary Termination (the “Release Deadline Date”). If the Release does not become effective

and irrevocable by the Release Deadline Date, you will forfeit any right to the Severance Benefits. In no event will the Severance Benefits

be paid or provided until the Release becomes effective and irrevocable.

(b) Section 409A.

(i)

Notwithstanding anything to the contrary in this Agreement, no Severance Benefits to be paid or provided to you, if any hereunder

that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section

409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated

thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or provided until

you have a “separation from service” within the meaning of Section 409A. Similarly, no Severance Benefits payable to you,

if any, under this Agreement that otherwise would be exempt from Section 409Apursuant to Treasury Regulation Section 1.409A-1(b)(9) will

be payable until you have a “separation from service” within the meaning of Section 409A.

(ii)

It is intended that none of the Severance Benefits will constitute Deferred Payments but rather will be exempt from Section 409A

as a payment that would fall within the “short-term deferral period” as described in Section 5(b)(iii) below or resulting

from an involuntary separation from service as described in Section 5(b)(iv) below. In no event will you have discretion to determine

the taxable year of payment of any Deferred Payment.

(iii)

Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” within the meaning of

Section 409A at the time of your separation from service (other than due to death), then the Deferred Payments, if any, that are payable

within the first 6 months following your separation from service, will become payable on the date 6 months and 1 day following the date

of your separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable

to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of your death following your separation from

service, but before the 6 month anniversary of the separation from service, then any payments delayed in accordance with this paragraph

will be payable in a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will

be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this

Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations.

(iv)

Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in

Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Section 5.

(v)

Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant

to Section 1.409A- 1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments

for purposes of this Section 5.

(vi)

The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the Severance

Benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply

or be exempt. You and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable

actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual

payment to you under Section 409A. In no event will the Company reimburse you for any taxes that may be imposed on you as result of Section

409A.

7. Pre-Employment Conditions.

(a)

Confidentiality Agreement. Your acceptance of this offer and the term of this Agreement is contingent upon the execution,

and delivery to an officer of the Company, of the Employee Invention Assignment and Confidentiality Agreement attached hereto as Attachment

A (the “Confidentiality Agreement”), concurrent with the execution hereof.

(b)

Arbitration Agreement. To facilitate speedy resolution of disputes, employees are asked to sign a mutual agreement to arbitrate

claims, a copy of which is attached hereto as Attachment B (the “Arbitration Agreement”). Arbitration is a

private forum where parties can resolve disputes over legal claims. A neutral party called an arbitrator presides over the arbitration.

There is no jury. This is different from court where the forum is public, a judge presides over the proceeding, and a jury determines

a verdict. An arbitrator is normally a retired judge or practicing attorney who has many years of experience in resolving issues between

companies and their employees. The arbitrator is selected by the employee and the Company. The decision made by the arbitrator is final

and binding on both the employee and the Company. As set forth in more detail in the Arbitration Agreement, you and the Company agree

to submit to mandatory binding arbitration any and all claims arising out of or related to your employment with the Company and your

termination thereof, including but not limited to, claims for unpaid wages, wrongful termination, torts, stock or stock options or other

ownership interest in the Company and/or discrimination based upon any federal, state or local ordinance, statute, regulation or constitutional

provision, except for claims expressly excluded by the Arbitration Agreement. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL

BY JURY IN REGARD TO SUCH CLAIMS.

(c)

Right to Work. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence

of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business

days of your hire date or our employment relationship with you may be terminated.

(d)

Verification of Information. This offer of employment is also contingent upon the successful verification of the information

you provided to the Company during your application process, as well as a general background check performed by the Company to confirm

your suitability for employment. By accepting this offer of employment, you warrant that all information provided by you is true and correct

to the best of your knowledge, you agree to execute any and all documentation necessary for the Company to conduct a background check

and you expressly release the Company from any claim or cause of action arising out of the Company’s verification of such information.

8. Successors.

(a)

Company’s Successors. This Agreement shall be binding upon any successor (whether direct or indirect and whether by

purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets.

For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business

or assets that becomes bound by this Agreement.

(b)

Your Successors. This Agreement and all of your rights hereunder shall inure to the benefit of, and be enforceable by, your

personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

9. Miscellaneous.

(a)

Notice. All notices and other communications contemplated under this Agreement shall be in writing and shall be deemed to

have been duly given, made and received (i) when delivered personally; (ii) two (2) days following the day when deposited with a reputable,

established overnight courier service for delivery to the intended addressee, the first of which such delivery shall have been with signature

required from the recipient; (iii) five (5) days following the day when deposited with the United States Postal Service as first class,

registered or certified mail, postage prepaid; and (iv) by confirmed electronic (email) transmission or facsimile. In your case, mailed

notices shall be addressed to you at the home address that you most recently communicated to the Company in writing. In the case of the

Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of the Board.

(b)

Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification,

waiver or discharge is agreed to in writing and signed by you and by an authorized officer of the Company (other than you). No waiver

by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered

a waiver of any other condition or provision or of the same condition or provision at another time.

(c)

Whole Agreement. No other agreements, representations or understandings (whether oral or written and whether express or

implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject

matter hereof. This Agreement, the Confidentiality Agreement and the Arbitration Agreement contain the entire understanding of the parties

with respect to the subject matter hereof.

(d)

Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges

required to be withheld by law.

(e)

Choice of Law and Severability. To the extent permitted by law, this Agreement shall be interpreted in accordance with the

laws of the State of Delaware without giving effect to provisions governing the choice of law. If any provision of this Agreement becomes

or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage,

then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable

or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken

and the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is rendered illegal by

any present or future statute, law, ordinance or regulation (collectively, the “Law”) then that provision shall be

curtailed or limited only to the minimum extent necessary to bring the provision into compliance with the Law. All the other terms and

provisions of this Agreement shall continue in full force and effect without impairment or limitation.

(f)

No Assignment. This Agreement and all of your rights and obligations hereunder are personal to you and may not be transferred

or assigned by you at any time.

(g)

Interpretation; Construction. The headings set forth in this Agreement are for convenience of reference only and shall not

be used in interpreting this Agreement. This Agreement has been drafted by legal counsel to the Company, but you acknowledge your understanding

that you have been advised to consult with an attorney prior to executing this Agreement (and by your execution hereof, you acknowledge

that you have so consulted with an attorney of your choice or have knowingly and voluntarily waived such consultation), and the normal

rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation

of this Agreement.

(h)

Representations and Warranties. You represent and warrant that you are not restricted or prohibited, contractually or otherwise,

from entering into and performing each of the terms and covenants contained in this Agreement, and that your execution and performance

of this Agreement will not violate or breach any other agreements between you and any other person or entity. You further represent and

warrant that you will not, during the term hereof, enter into any oral or written agreement in conflict with any of the provisions of

this Agreement, the agreements referenced herein and the Company’s policies.

(i)

Return of Company Property. Upon termination of this Agreement or earlier as requested by the Company, you shall deliver

to the Company any and all equipment, and, at the election of the Company, either deliver or destroy, and certify thereto, any and all

drawings, notes, memoranda, specifications, devices, formulas and documents, together with all copies, extracts and summaries thereof,

and any other material containing or disclosing any third-party information or proprietary information.

(j)

Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,

but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail

(including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission

method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

TIVIC HEALTH SYSTEMS, INC.

By: /s/ Michael Handley

Name: Michael Handley, Chief Executive Officer

ACCEPTED AND AGREED:

Melinda Lackey

/s/ Melinda Lackey

Signature

Date: May 1, 2026

ATTACHMENT A

EMPLOYEE INVENTION ASSIGNMENT

AND CONFIDENTIALITY AGREEMENT

ATTACHMENT

ARBITRATION AGREEMENT

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: valion_ex9901.htm · Sequence: 3

Exhibit 99.1

Valion Bio Appoints Melinda Lackey

as General Counsel

Seasoned Biopharmaceutical Attorney with Deep IP, Clinical-Stage,

and Nasdaq Public Company Experience Joins Leadership Team

SAN ANTONIO, MAY 4, 2026 /PRNewswire/ Valion

Bio, Inc. (formerly Tivic Health Systems, Inc.) (Nasdaq: VBIO), a clinical-stage immunotherapeutics company developing Entolimod™

for Acute Radiation Syndrome (ARS) and oncology supportive care, today announced the appointment of Melinda Lackey as General Counsel

and Senior Vice President of Legal Affairs. Ms. Lackey brings nearly two decades of combined scientific and legal experience across clinical-stage

biopharmaceutical development, intellectual property strategy, and Nasdaq public company governance, a profile built for Valion Bio’s

current phase of growth.

Ms. Lackey joins from Alaunos Therapeutics (Nasdaq:

TCRT), a clinical trial-stage oncology cell therapy company, where she served as Senior Vice President of Legal & Administration.

In that role, she managed all legal and compliance functions for the publicly traded immunology company, navigating complex clinical development,

regulatory strategy, and capital markets obligations. Prior to Alaunos, she served as Senior Legal Counsel at Kuur Therapeutics, a clinical

trial-stage biopharmaceutical company focused on cellular immunotherapies, where she developed expertise in the legal architecture of

next-generation immunological platforms.

Before transitioning in-house, Ms. Lackey was

an associate at Winston & Strawn LLP and Howrey LLP, two firms with nationally recognized intellectual property and life sciences

practices, where she built a strong foundation in patent litigation and prosecution, IP portfolio strategy, and biopharmaceutical transactions.

Her legal training is further distinguished by an early career as a Research Associate at the University of Texas Health Science Center

at Houston and a Research Technician at UT MD Anderson Cancer Center. She holds her J.D. from the University of Houston Law Center.

The appointment comes as Valion Bio is in

the process of advancing Entolimod™ toward an FDA Animal Rule approval pathway for ARS, and scaling its wholly owned CDMO

subsidiary Velocity Bioworks in San Antonio. Ms. Lackey’s transactional, IP, and public company governance experience

positions her to support all of these workstreams simultaneously.

“Melinda’s appointment reflects Valion

Bio’s direction. She has built her career at the intersection of cutting-edge immunotherapy and the legal strategy that protects

it, from the bench at MD Anderson to senior legal leadership at a Nasdaq-listed cell therapy company. As we work to execute our capital

raise, advance Entolimod™ through the Animal Rule pathway, and scale Velocity Bioworks, having an in-house General Counsel with

her depth of scientific literacy, IP acumen, and public company experience is a strategic imperative," said Michael K. Handley, Chief

Executive Officer of Valion Bio, Inc.

Ms. Lackey commented, “I am excited to join

Valion Bio at such a consequential moment in its evolution. The science behind Entolimod™ and Entolasta™ is compelling, and

the combination of a clinical-stage pipeline, a government-aligned countermeasures program, and a fully operational CDMO subsidiary creates

a legal environment that demands both precision and creativity. I look forward to contributing to the company’s mission of activating

innate immunity to protect and extend life.”

About Valion Bio, Inc.

Valion Bio, Inc. (formerly Tivic Health Systems,

Inc.) (Nasdaq: VBIO) is a clinical-stage immunotherapeutics company developing Entolimod™, a TLR5 agonist, for Acute Radiation Syndrome

(ARS) via the FDA Animal Rule pathway, oncology supportive care (neutropenia), and longevity indications. Entolimod™ has received

Fast Track and Orphan Drug designations from the U.S. Food and Drug Administration. The company is also advancing Entolasta™, a

next-generation TLR5 agonist. Valion Bio’s wholly owned subsidiary, Velocity Bioworks (San Antonio, TX), is a full-service contract

development and manufacturing organization (CDMO) offering biomanufacturing services to third-party biotech companies. For more information,

visit www.valionbio.com.

Forward-Looking Statements

This press release may contain “forward-looking

statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained

in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by

the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,”

“expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,”

“predict,” “project,” “target,” “aim,” “should,” “will,” “would,”

or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking

statements are based on Valion Bio, Inc.’s current expectations and are subject to inherent uncertainties, risks, and assumptions

that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove

to be accurate, including as a result of the company’s interactions with and guidance from the FDA and other regulatory authorities;

the continued interest of BARDA and other U.S. government agencies in Entolimod™; the ability of the company to achieve the expected

benefits from the acquisition of development and manufacturing assets within expected time frames or at all; changes to the company’s

relationship with its partners; failure to obtain FDA or similar clearances or approvals and noncompliance with FDA or similar regulations,

including related to the Animal Rule; the company’s future development of Entolimod or Entolasta; changes to the company’s

business strategy; timing and success of pre-clinical and clinical trials and study results; regulatory requirements and pathways for

approval; the company’s ability to successfully commercialize its product candidates in the future; changes in the markets and industries

in which the company does business; consummation of any strategic transactions; the company’s need for, and ability to secure when

needed, additional working capital; the company’s ability to maintain its Nasdaq listing; and changes in tariffs, inflation, legal,

regulatory, political and economic risks. Accordingly, you are cautioned not to place undue reliance on such forward-looking statements.

For a discussion of risks and uncertainties relevant to the company, and other important factors, see Valion Bio’s filings with

the SEC, including, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026, under the

heading “Risk Factors”, as well as the company’s subsequent filings with the SEC. Forward-looking statements contained

in this press release are made as of this date, and the company undertakes no duty to update such information except as required by applicable

law.

Investor Contact

Rich Cockrell

CG Capital

rich@cg.capital

SOURCE: Valion Bio, Inc.

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