Valion Bio Inc

This management proposal asks shareholders to approve an amendment to the Company’s certificate of incorporation granting the Board discretion to effect a reverse stock split of all outstanding common shares at a ratio between 1-for-5 and 1-for-50 within 12 months of shareholder approval. Management is seeking shareholder approval primarily to address a Nasdaq deficiency—specifically the Company received notice that its closing bid price had been below the Nasdaq $1.00 minimum bid requirement—so the Board can raise the per-share trading price and thereby seek to regain compliance. The proposal gives the Board flexibility to choose the exact ratio within the stated range based on market conditions, liquidity considerations, and the number of outstanding shares, which management argues allows optimized timing and ratio selection without needing a second shareholder vote. If implemented, the reverse split will proportionally reduce the number of outstanding shares, adjust option, warrant and plan share reserves and exercise/conversion prices, and may result in a new CUSIP; fractional shares will be rounded up to whole shares. The Board acknowledges and discloses countervailing risks: reverse splits can be perceived negatively by investors and may not prevent post-split price erosion, and a reduced share count can impair liquidity. The Company also notes that approval does not obligate the Board to effect the split and that the Board may abandon the action if it determines it is not in stockholders’ best interests. The principal governance/regulatory context is Nasdaq continued listing requirements and the company’s recent deficiency letter; management frames the split as a defensive and compliance-driven measure rather than a change to shareholder rights. The Board unanimously recommends a FOR vote because it believes the benefits—chiefly maintaining a Nasdaq listing and improving marketability—outweigh the potential disadvantages, and because the flexibility to set the ratio is important given market volatility and timing uncertainty.

This management proposal asks shareholders to grant the Board the authority to adjourn the Special Meeting to another place or a later date to allow further solicitation of proxies, principally to obtain sufficient votes to approve Proposal 1 (the reverse stock split authorization). Management seeks this authority as a standard procedural mechanism to avoid having an unfavorable vote or insufficient quorum foreclose the Board’s ability to pursue what it views as a time-sensitive remedy for Nasdaq non-compliance. The proposal is narrow in scope — it does not itself effect any corporate change but simply permits adjournment for additional solicitation — and requires the same affirmative majority of shares present and entitled to vote. Board support emphasizes that additional solicitation time could secure approval for the reverse split, which management believes is necessary to preserve the company’s Nasdaq listing and related strategic options. The company represents that broker non-votes will not affect the outcome of Proposal 2 and that any proxies returned without instructions will be voted in favor of adjournment, which may benefit management’s ability to continue outreach. The adjournment authority also preserves stockholder rights because proxies already submitted may be revoked prior to the reconvened meeting. The Board unanimously recommends a FOR vote because allowing adjournment preserves flexibility to achieve stockholder approval for Proposal 1 and to protect the company’s listing and strategic options without prematurely abandoning solicitation efforts.