Valion Bio Inc 2025年度报告

ցANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025or տTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Tivic Health Systems, Inc.(Exact name of registrant as specified in its charter) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesտNoց Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesտNoց Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. YesցNoտ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). YesցNoտ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated FilerտSmaller reporting companyց Large accelerated FilerտNon-accelerated FilerցEmerging growth companyց If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.տ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.տ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.տ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).տ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesտNoց The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2025, the last business dayof the registrant’s most recently completed second fiscal quarter, based upon the closing price of the common stock as reported by The NasdaqCapital Market on such date, was approximately $4.0 million. This calculation does not reflect a determination that persons are affiliates forany other purposes. As of March 17, 2026, there were 2,877,926 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents PART I Item 1 – Business5Item 1A – Risk Factors25Item 1B – Unresolved Staff Comments49Item 1C – Cybersecurity50Item 2 – Properties50Item 3 – Legal Proceedings51Item 4 – Mine Safety Disclosures51 PART II Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities52Item 6 – [Reserved]52Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations52Item 7A – Quantitative and Qualitative Disclosures About Market Risk73Item 8 – Financial Statements and Supplementary Data73Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure73Item 9A – Controls and Procedures74Item 9B – Other Information75Item 9C – Disclosure Regarding Foreign Jurisdictions that Prevent Inspections75 PART III Item 10 – Directors, Executive Officers, and Corporate Governance76Item 11 – Executive Compensation82Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters91Item 13 – Certain Relationships and Related Transactions, and Director Independence93Item 14 – Principal Accounting Fees and Services94 PART IV Item 15 – Exhibits, Financial Statement SchedulesSignatures 95100 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “