Welcome to the 2026 Annual Meeting of Stockholders for Valion Bio, Inc.. Our host for today's call is Michael K. Handley, Chief Executive Officer. I will now turn the call over to your host. Mr. Handley, you may begin.
Thank you, operator. Good morning or good afternoon, depending on where you're located, and welcome to the 2026 Annual Meeting of Stockholders for Valion Bio, formerly Tivic Health Systems Incorporated. I am Michael K. Handley, Chief Executive Officer of Valion Bio. Thank you for joining us today and for the confidence you continue to place in this company. An annual meeting is, at its core, an act of direct engagement between the company and its owners. We regard that engagement not as a formality, but as a foundational to building shareholder value over time. We are very grateful to have you here for it. This is our first annual meeting under the name Valion Bio. Effective April 28th, we completed our transition from Tivic Health Systems with our common stock now trading on the Nasdaq Capital Market under the ticker symbol VBIO.
That change is more than a rebrand. It formalizes the company we have built since the start of 2025, a clinical-stage biopharmaceutical company anchored by our lead drug, entolimod, which we believe is the most advanced TLR5, or Toll-like receptor 5, agonist in the world, and the only one that we're aware of that is active in the U.S. FDA development pathway. The foundation beneath that asset is substantial. More than $140 million has been invested in entolimod development to date, with more than 300 patients dosed. The program carries two active INDs alongside an FDA Fast Track designation and an Orphan Drug designation. We have also added wholly owned subsidiary for domestic biomanufacturing called Velocity Bioworks. We're advancing a second-generation molecule, Entolasta. 2025 was a year of fundamental transformation for our company. With that foundation now in place, 2026 is a year of execution.
Today's meeting is part of that work, a step we take together with you, our stockholders. With that, let me introduce Melinda Lackey, our General Counsel and Senior Vice President of Legal Affairs, who will chair today's meeting. Melinda?
Thank you, Michael, and welcome everyone. I am Melinda Lackey, General Counsel and Senior Vice President of Legal Affairs of Valion Bio, and I will chair today's meeting. Thank you for joining us today. It is 10:02 A.M. Pacific Time, and the 2026 Annual Meeting of Stockholders of Valion Bio will now come to order. You may vote electronically via the web portal while this meeting is in session. Please note that this meeting is being recorded. However, no one is permitted to use an audio recording device during the meeting. I will start by introducing Lisa Wolf, our Chief Financial Officer, who is also in attendance. Additionally, I would like to introduce the other members of the company's Board of Directors that are in attendance, in addition to Michael, our CEO and Board Member. Sheryle Bolton, Chair, Dean Zikria, and Christina Valauri.
Finally, Christopher Tinnon will serve as our independent Inspector of Election for the meeting. He is also in attendance. Our board of directors set the close of business on April 24th, 2026, as the record date for determining eligibility to receive notice of and to vote at this meeting. I have received an affidavit of mailing certifying that on May 6th, 2026, notice of this annual meeting was deposited in the mail to all stockholders of record of shares of our common stock as of the close of business on the record date. This affidavit of mailing will be filed with the records of the meeting. Due notice having been given to all eligible stockholders, I declare this meeting convened for the transaction of business. Christopher Tinnon, our Inspector of Election, has taken an oath of office to execute his duties with strict impartiality.
We will file this oath with the records of the meeting. I have been informed by our Inspector of Election that a preliminary count indicates that of the 3,139,095 shares of the company's issued and outstanding common stock as of the close of business on April 24th, 2026, holders entitled to 1,569,734 votes, or approximately 50% of the total voting power of all shares of company common stock outstanding as of the close of business on the record date, are present in person or by proxy.
Holders of shares of the company's Series A, B, and C non-voting convertible preferred stock outstanding as of the record date are not entitled to vote such shares on any of the matters to be presented to our stockholders for approval at this meeting and therefore have been excluded from the quorum tally. Excuse me. As at least one-third of the capital stock issued and outstanding and entitled to vote at this meeting is represented, there is a quorum present, and the meeting may continue for the transaction of business. This meeting is hereby duly convened, and the polls are now open. If there are any stockholders who haven't yet voted or wish to change their vote, they may do so before closing of the polls by clicking on the voting buttons on the web portal and then following the instructions there.
Shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. After the polls are closed, we will post preliminary results of the votes. There are eight formal items of business to be considered today. Proposal one. The first item of business is the election of one individual to serve as a Class 2 Director of the company, to serve for a term of three years until the company's 2029 annual meeting of stockholders, or until his successor shall be duly qualified and elected. The Board of Directors of the company has nominated Dean Zikria as the Class 2 Director nominee. Proposal two.
The second item of business is the approval of an amendment to the company's Amended and Restated 2021 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 2,581,608 shares. Proposal three. The third item of business is to consider an act upon a proposal to ratify the appointment of Rosenberg, Rich, Baker, Berman, P.A. as the company's independent registered public accounting firm for the company's fiscal year ending December 31st, 2026. Proposal four.
The fourth item of business is the approval, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of shares of the company's common stock upon conversion of those shares of its Series C non-voting convertible preferred stock and exercise of those warrants to purchase shares of its common stock that the company may in the future issue to certain institutional investors pursuant to that securities purchase agreement entered into by and between the company and such institutional investors on December 9th, 2025.
The fifth item of business is the approval, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of shares of the company's common stock upon conversion of those shares of its senior secured convertible notes and exercise of a warrant to purchase shares of its common stock that the company may in the future issue to 3i, LP pursuant to that securities purchase agreement entered into by and between the company and 3i, LP on December 9th, 2025. Proposal six.
The sixth item of business is the approval, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of shares of the company's common stock upon conversion of those shares of its Series B non-voting convertible preferred stock and exercise of those warrants to purchase shares of its common stock that the company may in the future issue to 3i, LP pursuant to that securities purchase agreement entered into by and between the company and a previous investor party thereto on April 29th, 2025, as amended by that amendment to the securities purchase agreement entered into by and between the company and 3i, LP on December 9th, 2025. Proposal seven.
The seventh item of business is the approval, in accordance with Nasdaq Listing Rule 5635(d), the sale and issuance of shares of the company's common stock pursuant to that common stock purchase agreement entered into by and between the company and Tumim Stone Capital LLC on February 6, 2026. The final item of business is to approve the adjournment of the annual meeting to another place or later date or dates if necessary or appropriate to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing proposals. As described in our proxy statement, voting is either by proxy or by electronic submission at this virtual meeting.
You do not need to submit your votes during this meeting if you have already voted online, by telephone or fax, sent in your signed proxy card, or if you have electronically submitted your proxy at this meeting. Each share of common stock outstanding as of close of business on the record date is entitled to one vote on each proposal presented. It is now 10:10 A.M. Pacific Time, and the polls are still open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action.
We will now take a few moments to provide stockholders with the opportunity to submit or change their votes before closing the polls and announcing the preliminary voting results. Now that everyone has had the opportunity to vote, I hereby declare the polls for this annual meeting of shareholders closed. Mr. Tinnon has provided me with his preliminary report, which reflects only those votes cast that were received by his company prior to today's meeting. Any votes cast at the meeting will appear in the final report of the Inspector of Election and in the permanent records of the company.
Based on the proxies received prior to the meeting, and subject to final adjustment for any votes cast during the meeting, I can report that Dean Zikria has been elected as the Class 2 Director of the company to serve for a term of three years until the company's 2029 annual meeting of shareholders, or until his successor shall be duly qualified and elected. The amendment to the company's Amended and Restated 2021 Equity Incentive Plan, as detailed in our proxy statement, has been approved. The appointment of Rosenberg Rich Baker Berman, P.A.
As the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been ratified. The issuance of shares of the company's common stock upon conversion of those shares of its Series C non-voting convertible preferred stock and exercise of those warrants to purchase shares of its common stock that the company may in the future issue to certain institutional investors pursuant to that securities purchase agreement entered into with each institutional investor in December 2025 has been approved. The issuance of shares of the company's common stock upon conversion of its senior secured convertible notes and exercise of a warrant to purchase shares of its common stock that the company may in the future issue to 3i pursuant to that security purchase agreement entered into with 3i in December 2025 has been approved.
The issuance of shares of the company's common stock upon conversion of those shares of its Series B non-voting convertible preferred stock and exercise of those warrants to purchase shares of its common stock that the company may in the future issue to 3i pursuant to that securities purchase agreement entered into with the previous investor party thereto in April 2025, as amended by that amendment to securities purchase agreement entered into with 3i in December 2025, has been approved. The sale and issuance of the company's common stock pursuant to that common stock purchase agreement entered into with Tumim in February 2026 has been approved. The adjournment of the annual meeting to another place or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing proposals has been approved.
Because each of the foregoing proposals has been approved, we will not be adjourning this meeting. We will report the final results of voting in a current report on Form 8-K to be filed with the SEC within four business days of this meeting. There being no further business to come before the meeting, the 2026 Annual Meeting of Stockholders of Valion Bio Incorporated is now adjourned. Michael?
Thank you, Melinda. That concludes our meeting. We thank you for your attendance today and your continued support. Thank you, and have a great day.