Valion Bio Inc 2026年季度报告

Washington, DC 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly periodendedMarch 31, 2026 ☒ OR ☐Transmission Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from______ to ______ Commission file number: 001-41052 Valion Bio, Inc.(Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 1305 E. Houston St., Building 1, Suite 311San Antonio, TX 78205(Address of principal executive offices including zip code) (888) 276-6888(Registrant’s telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Trading Symbol(s)VBIO Title of Each ClassCommon Stock, par value $0.0001 per share Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act (Check one): ☐Accelerated Filer☒Smaller reporting company ☐Large accelerated Filer☒Non-accelerated Filer☒Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes☐No☒ We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business,including our corporate name, logos and website names. We own the trademarks Tivic®, Tivic Health®, Valion®, and ValionBio®as well as the graphic trademark found on our website. Other trademarks, service marks and trade names appearing in thisQuarterly Report on Form 10-Q are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this Quarterly Report on Form 10-Q are listed without the ® and ™ symbols, but wewill assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. Table of Contents Table of Contents PART I - FINANCIAL INFORMATION Item 1.Financial Statements1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 3.Quantitative and Qualitative Disclosures about Market Risk36Item 4.Controls and Procedures36 PART II - OTHER INFORMATION PART I - FINANCIAL INFORMATION Item 1. Financial Statements Our condensed consolidated financial statements included in this Quarterly Report on Form 10‑Q are as follows: Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025Condensed ConsolidatedStatements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)Condensed Consolidated Statements of Stockholders’Equity for the three months ended March 31, 2026 and 2025(unaudited)Condensed ConsolidatedStatements of Cash Flow for the three months ended March 31, 2026 and 2025 (unaudited)Notes to Condensed ConsolidatedFinancial Statements (unaudited) This Quarterly Report on Form 10‑Q (this “Quarterly Report”) for the quarter ended March 31, 2026, should be read in conjunctionwithValion Bio, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2025, filed with the Securities and ExchangeCommission (the “SEC”) on March 30, 2026. The accompanying condensed consolidated financial statements and footnotes have been prepared in accordance with accountingprinciples generally accepted in the United States of America for interim financial information and the SEC instructions to Form10‑Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operatingresults for the interim period ended March 31, 2026are not necessarily indicative of the results that can be expected for the fullyear. Valion Bio, Inc. (formerly known as Tivic Health Systems, Inc.)Condensed Consolidated Statements of Operations (Unaudited)Three