Valion Bio, Inc.

Item 1A.

Risk Factors

Please carefully consider the information set forth in this Quarterly Report and the risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report. The risks described here and in our Annual Report, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our common stock. The occurrence of any of the risks discussed in such filings, or other events that we do not currently anticipate or that we currently deem immaterial, could harm our business, prospects, financial condition and results of operations. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

ManaOther than as described below, management is unaware of any material updates or changes to the risk factors previously disclosed in our Annual Report; provided, however, additional risks not currently known or currently material to us may also harm our business.

The contemplated reverse stock split could cause our stock price to decline relative to its value before the split and decrease the liquidity of shares of our Common Stock.

At the Companys planned Special Meeting of Stockholders, to be held August 14, 2026, the Companys stockholders are being asked to approve a proposal to grant the Companys board of directors (the Board) discretionary authority to amend our amended and restated certificate of incorporation to effect a reverse stock split of all of our issued and outstanding shares of common stock at a ratio of not less than 1-for-5 and not greater than 1-for-50 (the Reverse Stock Split), such ratio to be determined by our Board at any time within twelve months from the date that stockholder approval is obtained, without further approval or authorization of our stockholders, with the exact ratio to be determined by the Board without further approval or authorization of our stockholders.

There is no assurance that the Reverse Stock Split will be approved by our stockholders or will be implemented by any certain date. In the case of approval, there is no assurance that effecting the Reverse Stock Split will not cause an actual decline in the value of our outstanding common stock. The liquidity of the shares of our common stock may be affected adversely given the reduced number of shares that will be outstanding following the Reverse Stock Split, especially if the market price of our common stock does not increase as a result of the Reverse Stock Split, if implemented in the future. In addition, the Reverse Stock Split may increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

Even if we effect the Reverse Stock Split of our common stock, we cannot assure you that the market price of our common stock will remain high enough for such Reverse Stock Split to have the intended effect of complying with Nasdaqs minimum bid price requirement.

We plan to effect the Reverse Stock Split in order to achieve a sufficient increase in our stock price to enable us to continue qualify for listing on The Nasdaq Capital Market and to satisfy Nasdaqs minimum bid price requirement of $1.00. Even if Reverse Stock Split occurs, there can be no assurance that the market price of our common stock following the Reverse Stock Split will remain at the level required for continuing compliance with Nasdaqs requirement. It is not uncommon for the market price of a companys common stock to decline in the period following a reverse stock split. If the market price of our common stock declines following the effectuation of the Reverse Stock Split, the percentage decline may be greater than would occur in the absence thereof. In any event, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and thus jeopardize our ability to meet or maintain Nasdaqs minimum bid price requirement and overall continued listing on The Nasdaq Capital Market.