Valion Bio (VIBO) Proxy filing summary

Executive summary

• Special meeting set for Nov. 12, 2026, virtually; Board recommends FOR all three proposals: reverse-split authority, 2021 Plan share increase, and meeting adjournment authority.

Voting matters and shareholder proposals

• Record date Oct. 15, 2026; 2,155,637 common shares outstanding, one vote per share; Series A, B and C non-voting preferred shares have no vote.

• Proposals 1–3 each require a majority of shares present and entitled to vote; abstentions count as AGAINST. Proposal 2 broker non-votes do not affect the result.

• Quorum requires holders of one-third of outstanding voting common shares, present virtually or by proxy; the Board may adjourn to solicit more votes for Proposals 1 and 2.

• Preliminary results planned for the meeting; final results to be reported on Form 8-K within four business days.

Board of directors and corporate governance

• Board unanimously approved reverse-split authorization on Sept. 25, 2026, and the plan amendment on Sept. 30, 2026; it unanimously recommends FOR all proposals.

• If authorized, the Board may set a 1-for-2 to 1-for-12 reverse-split ratio and implement it within 12 months of approval, or abandon it before filing without further stockholder action.