The effectiveness of this shelf registration opens the door for immediate resale by 3i, LP. Given the micro-cap size ($2M market cap), even partial selling could pressure the stock. Monitor for any Form 4 filings or prospectus supplements indicating actual sales. The overhang is likely to cap upside until the selling stockholder's position is substantially reduced or absorbed.
Price Chart
Executive Summary
The SEC declared Valion Bio's S-3 shelf registration statement (File No. 333-299506) effective on October 20, 2026. This allows the selling stockholder (3i, LP) to resell up to 3,954,381 shares of common stock, including shares issuable upon conversion of Series B and Series C preferred stock and exercise of warrants. The effectiveness creates a near-term overhang of potential dilution for a micro-cap company with a $2M market cap.
Key Facts
- S-3 shelf registration declared effective on October 20, 2026.
- Registration covers up to 3,954,381 shares of common stock held by selling stockholder 3i, LP.
- Shares include conversion of Series B and Series C preferred stock and exercise of warrants.
- Valion Bio has a market cap of approximately $2M, making the potential dilution significant relative to current float.
- The company was formerly known as Tivic Health Systems, Inc.
Financial Impact
Up to 3,954,381 shares of common stock may be resold, representing potentially massive dilution relative to a $2M market cap company. Exact dilution percentage cannot be calculated without current share count.
Risk Factors
- Immediate selling pressure from the registered resale of up to 3.95M shares.
- Potential for significant dilution relative to current market cap.
- Limited liquidity in a micro-cap stock could amplify price impact of any sales.
Market Snapshot
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| EFFECT Filing (Primary) | 9999999995-26-003309 |
| Document: 9999999995-26-003309-index.html | 9999999995-26-003309 |
| Document: 9999999995-26-003309.txt | 9999999995-26-003309 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | 8-K | $1.15 | awaiting T+20 | — | $0.8400 (−26.70%) |
Oct 22, 2026 4d ago | 8-K | $0.9560 | awaiting T+20 | — | $0.8400 (−12.13%) |
Oct 21, 2026 5d ago | EFFECT | $1.12 | awaiting T+20 | — | $0.8400 (+25.00%) |
Oct 21, 2026 5d ago | EFFECT | $1.12 | awaiting T+20 | — | $0.8400 (+25.00%) |
Oct 16, 2026 10d ago | S-3 | $1.16 | awaiting T+20 | — | $0.8400 (+27.59%) |
Oct 16, 2026 10d ago | DEF 14A | $1.16 | awaiting T+20 | — | $0.8400 (+27.59%) |
Oct 15, 2026 11d ago | 8-K | $1.23 | awaiting T+20 | — | $0.8400 (−31.71%) |
Oct 14, 2026 12d ago | 8-K | $1.45 | awaiting T+20 | — | $0.8400 (−42.07%) |
Oct 8, 2026 18d ago | 8-K | $2.21 | awaiting T+20 | — | $0.8400 (+61.99%) |
Oct 7, 2026 18d ago | S-3 | $2.21 | awaiting T+20 | — | $0.8400 (+61.99%) |
US Market Status
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