{"url_path":"/sec/vbio/8-k/2026-06-03/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1787740/0001683168-26-004481-index.html","accession_number":"0001683168-26-004481","cik":"0001787740","ticker":"VBIO","issuer_name":"Valion Bio, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1787740/0001683168-26-004481-index.html","primary_entity_key":"0001787740","primary_entity_name":"Valion Bio, Inc."},"word_count":1006,"has_tables":true,"body_markdown":"**Item 5.07 Submission of Matters to a Vote of Security Holders.**\n\n** **\n\nOn May 28, 2026, the Company held the Annual Meeting\nin a virtual format. As of the close of business on April 24, 2026, the record date for the Annual Meeting (the “Record Date”),\nthere were 3,139,095 shares of Company common stock issued and outstanding. Holders of outstanding shares of the Company’s Series\nA Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”), Series B Non-Voting Convertible Preferred Stock (“Series\nB Preferred Stock”) or Series C Non-Voting Convertible Preferred Stock (“Series C Preferred Stock”) as of the Record\nDate were not entitled to vote such shares on any of the matters presented to stockholders for approval at the Annual Meeting. Accordingly,\nonly stockholders of record of shares of the Company’s common stock as of the close of business on the Record Date were entitled\nto vote at the Annual Meeting. At the Annual Meeting, 1,569,734 of the Company’s 3,139,095 outstanding shares of common stock entitled\nto vote as of the Record Date, or approximately 50.0%, were represented by proxy or in person (virtually), and, therefore, a quorum was\npresent.\n\n \n\nAdditionally, for purposes of the listing rules\nof the Nasdaq Stock Market, holders of an aggregate of 311,474 shares of common stock as of the Record Date were not entitled to vote\non Proposal Nos. 4, 5, 6, and 7 and therefore abstained from voting on such proposals. Therefore, a total of 311,474 shares from each\nof Proposal Nos. 4, 5, 6, and 7 have been excluded from the voting results set forth below due to the fact that they were not entitled\nto be voted on such proposals in accordance with Nasdaq rules.\n\n \n\nThe proposals voted on at the Annual Meeting are more\nfully described in the Proxy Statement, which information is incorporated herein by reference.\n\n \n\nThe final voting results on the proposals presented\nfor stockholder approval at the Annual Meeting were as follows:\n\n \n\n**Proposal No. 1:** The Company’s stockholders\nelected one Class II director, to hold office until the Company’s 2029 annual meeting of stockholders, or until his successor is\nduly elected and qualified, subject to prior death, resignation or removal, as follows:\n\n \n\n**Name of Director**\n \n**Votes For**\n \n**Withhold**\n \n**Broker Non-Votes**\n\nDean Zikria\n \n873,001\n \n59,543\n \n637,190\n\n** **\n\n**Proposal\nNo. 2:** The Company’s stockholders approved the Plan Amendment to increase the number of shares of the Company’s common\nstock authorized for issuance under the 2021 Plan by 2,581,608 shares, pursuant to the terms and conditions of the 2021 Plan, as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Abstentions**\n \n**Broker Non-Votes**\n\n736,919\n \n134,918\n \n60,707\n \n637,190\n\n \n\n \n\n \n\n 2 \n\n \n\n \n\n**Proposal No. 3:** The Company’s stockholders\nratified the selection of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the\nfiscal year ending December 31, 2026, as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Abstentions**\n \n**Broker Non-Votes**\n\n1,510,322\n \n51,382\n \n8,030\n \n0\n\n** **\n\n**Proposal\nNo. 4:** The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of\nthe Company’s common stock upon conversion of those shares of its Series C Preferred Stock and exercise of those warrants to purchase\nshares of its common stock that the Company may in the future issue to certain institutional investors to that Securities Purchase Agreement\nentered into by and between the Company and such institutional investors on December 9, 2025, as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Abstentions**\n \n**Broker Non-Votes**\n\n332,353\n \n153,606\n \n135,111*\n \n637,190\n\n \n\n* As noted above, excludes an aggregate of 311,474\nshares from Proposal No. 4, in accordance with Nasdaq listing rules.\n\n** **\n\n**Proposal No. 5:** The Company’s stockholders\napproved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock upon conversion of\nthose shares of its Senior Secured Convertible Note and exercise of a warrant to purchase shares of its common stock that the Company\nmay in the future issue to 3i, LP pursuant to that Securities Purchase Agreement entered into by and between the Company and 3i, LP on\nDecember 9, 2025, as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Abstentions**\n \n**Broker Non-Votes**\n\n332,456\n \n153,503\n \n135,111*\n \n637,190\n\n** **\n\n* As noted above, excludes an aggregate of 311,474\nshares from Proposal No. 5, in accordance with Nasdaq listing rules.\n\n** **\n\n**Proposal\nNo. 6:** The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s\ncommon stock upon conversion of those shares of its Series B Non-Voting Convertible Preferred Stock and exercise of those warrants to\npurchase shares of its common stock that the Company may in the future issue to 3i, LP pursuant to that Securities Purchase Agreement\nentered into by and between the Company and the previous investor party thereto on April 29, 2025, as amended by that Amendment to Securities\nPurchase Agreement entered into by and between the Company and 3i, LP on December 9, 2025, as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Abstentions**\n \n**Broker Non-Votes**\n\n333,682\n \n152,377\n \n135,011*\n \n637,190\n\n \n\n* As noted above, excludes an aggregate of 311,474\nshares from Proposal No. 6, in accordance with Nasdaq listing rules.\n\n \n\n**Proposal No. 7:** The Company’s stockholders\napproved, in accordance with Nasdaq Listing Rule 5635(d), the sale and issuance of shares of the Company’s common stock pursuant\nto that Common Stock Purchase Agreement entered into by and between the Company and Tumim Stone Capital, LLC on February 6, 2026, as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Abstentions**\n \n**Broker Non-Votes**\n\n333,345\n \n153,008\n \n134,717*\n \n637,190\n\n \n\n* As noted above, excludes an aggregate of 311,474\nshares from Proposal No. 7, in accordance with Nasdaq listing rules.\n\n \n\n \n\n \n\n 3 \n\n \n\n \n\n**Proposal No. 8:** The Company’s stockholders\napproved the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional\nproxies in the event the Company did not receive sufficient votes in favor of any of the foregoing proposals, as follows:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Abstentions**\n \n**Broker Non-Votes**\n\n1,328,670\n \n241,064\n \n0\n \n0\n\n \n\nAlthough Proposal\nNo. 8 was approved by the Company’s stockholders, the Chair of the Annual Meeting did not elect to adjourn the meeting, as all of\nthe foregoing proposals were also approved."}