TIVC Tivic Health Systems, Inc. - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to the Company’s Amended and Restated
2021 Equity Incentive Plan

As described in Item 5.07 below, on May 28, 2026,
at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Valion Bio, Inc. (the “Company”), the Company’s
stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Amended and Restated 2021 Equity Incentive
Plan (the “2021 Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 2,581,608 shares.
The Plan Amendment was previously approved by the Company’s Board of Directors, subject to stockholder approval, on January 29,
2026. The Plan Amendment became effective on May 28, 2026 following receipt of stockholder approval.

Additional information regarding the Plan Amendment
is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company
with the Securities and Exchange Commission on April 30, 2026, which information is incorporated herein by reference. Such information
and the foregoing description of the Plan Amendment do not purport to be complete and are qualified in their entirety by reference to
the full text of the Plan Amendment, a copy of which is attached to this Current Report Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2026, the Company held the Annual Meeting
in a virtual format. As of the close of business on April 24, 2026, the record date for the Annual Meeting (the “Record Date”),
there were 3,139,095 shares of Company common stock issued and outstanding. Holders of outstanding shares of the Company’s Series
A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”), Series B Non-Voting Convertible Preferred Stock (“Series
B Preferred Stock”) or Series C Non-Voting Convertible Preferred Stock (“Series C Preferred Stock”) as of the Record
Date were not entitled to vote such shares on any of the matters presented to stockholders for approval at the Annual Meeting. Accordingly,
only stockholders of record of shares of the Company’s common stock as of the close of business on the Record Date were entitled
to vote at the Annual Meeting. At the Annual Meeting, 1,569,734 of the Company’s 3,139,095 outstanding shares of common stock entitled
to vote as of the Record Date, or approximately 50.0%, were represented by proxy or in person (virtually), and, therefore, a quorum was
present.

Additionally, for purposes of the listing rules
of the Nasdaq Stock Market, holders of an aggregate of 311,474 shares of common stock as of the Record Date were not entitled to vote
on Proposal Nos. 4, 5, 6, and 7 and therefore abstained from voting on such proposals. Therefore, a total of 311,474 shares from each
of Proposal Nos. 4, 5, 6, and 7 have been excluded from the voting results set forth below due to the fact that they were not entitled
to be voted on such proposals in accordance with Nasdaq rules.

The proposals voted on at the Annual Meeting are more
fully described in the Proxy Statement, which information is incorporated herein by reference.

The final voting results on the proposals presented
for stockholder approval at the Annual Meeting were as follows:

Proposal No. 1: The Company’s stockholders
elected one Class II director, to hold office until the Company’s 2029 annual meeting of stockholders, or until his successor is
duly elected and qualified, subject to prior death, resignation or removal, as follows:

Name of Director

Votes For

Withhold

Broker Non-Votes

Dean Zikria

873,001

59,543

637,190

Proposal
No. 2: The Company’s stockholders approved the Plan Amendment to increase the number of shares of the Company’s common
stock authorized for issuance under the 2021 Plan by 2,581,608 shares, pursuant to the terms and conditions of the 2021 Plan, as follows :

Votes For

Votes Against

Abstentions

Broker Non-Votes

736,919

134,918

60,707

637,190

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Proposal No. 3: The Company’s stockholders
ratified the selection of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2026, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

1,510,322

51,382

8,030

0

Proposal
No. 4: The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of
the Company’s common stock upon conversion of those shares of its Series C 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 to that Securities Purchase Agreement
entered into by and between the Company and such institutional investors on December 9, 2025, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

332,353

153,606

135,111*

637,190

* As noted above, excludes an aggregate of 311,474
shares from Proposal No. 4, in accordance with Nasdaq listing rules.

Proposal No. 5: The Company’s stockholders
approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock upon conversion of
those shares of its Senior Secured Convertible Note 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 9, 2025, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

332,456

153,503

135,111*

637,190

* As noted above, excludes an aggregate of 311,474
shares from Proposal No. 5, in accordance with Nasdaq listing rules.

Proposal
No. 6: The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), 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 the previous investor party thereto on April 29, 2025, as amended by that Amendment to Securities
Purchase Agreement entered into by and between the Company and 3i, LP on December 9, 2025 , as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

333,682

152,377

135,011*

637,190

* As noted above, excludes an aggregate of 311,474
shares from Proposal No. 6, in accordance with Nasdaq listing rules.

Proposal No. 7: The Company’s stockholders
approved, 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, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

333,345

153,008

134,717*

637,190

* As noted above, excludes an aggregate of 311,474
shares from Proposal No. 7, in accordance with Nasdaq listing rules.

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Proposal No. 8: The Company’s stockholders
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 the Company did not receive sufficient votes in favor of any of the foregoing proposals, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

1,328,670

241,064

0

0

Although Proposal
No. 8 was approved by the Company’s stockholders, the Chair of the Annual Meeting did not elect to adjourn the meeting, as all of
the foregoing proposals were also approved.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

10.1

Second Amendment to Valion Bio, Inc. Amended and Restated 2021 Equity Incentive Plan, dated May 28, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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