Valion Bio, Inc. SEC Filings

Valion Bio, Inc. (VBIO) reported final voting results from its August 14, 2026 Special Meeting of Stockholders. Common stock was the only voting class, with 4,151,259 shares outstanding as of the July 7, 2026 record date, and 2,001,335 shares present, representing approximately 48.21% and establishing a quorum.

Stockholders approved granting the board of directors discretionary authority to amend the certificate of incorporation to implement a reverse stock split of the common stock at a ratio between 1-for-5 and 1-for-50, to be selected by the board within twelve months of the meeting, without further stockholder approval. Stockholders also approved a proposal authorizing potential adjournment to solicit additional proxies, although the meeting was not adjourned because the reverse split authority had already been approved.

Valion Bio, Inc. (VBIO) is the subject of this amended Schedule 13D, which updates the holdings and financing arrangements of 3i, LP and related reporting persons. 3i, LP, 3i Management LLC and Maier J. Tarlow each report beneficial ownership of 2,050,200 shares of common stock, representing 9.9% of the outstanding common stock of Valion Bio, Inc. based on 18,892,969 shares outstanding. Tumim Stone Capital, LLC now reports 0% beneficial ownership.

The 2,050,200 shares consist of 420,641 common shares held for 3i, LP and 1,629,559 shares issuable in any combination upon exercises of warrants, and conversions of a senior secured convertible note and Series B and Series C preferred stock, each subject to a 9.99% beneficial ownership limitation Blocker. This structure caps how many shares 3i, LP can hold at any time.

On August 17, 2026, Valion Bio, Inc. and 3i, LP entered into a letter agreement under which the company issued 1,500 shares of Series B Preferred Stock at $1,000 per share and granted warrants to purchase 1,153,847 common shares at an initial exercise price of $0.23708 per share, for an aggregate purchase price of $1,500,000. The parties state they are negotiating in good faith regarding additional funding tranches but have no definitive agreements in place.

Valion Bio, Inc. entered into a letter agreement with 3i, LP for a new funding tranche under its existing Series B Preferred Purchase Agreement. The company agreed to issue 1,500 Series B Non-Voting Convertible Preferred Shares at $1,000 per share plus related Series B warrants for an aggregate purchase price of $1,500,000, with closing expected on or about August 17, 2026, in a transaction exempt from registration under Section 4(a)(2) and/or Rule 506(b).

Valion also agreed that 3i and other investors will receive payments under a new Royalty Agreement equal to 5% of gross revenue of subsidiary Velocity Bioworks, Inc. from third parties for 10 years. Lisa Wolf was appointed Chief Operating Officer while continuing as Chief Financial Officer, and Michael K. Handley was terminated as Chief Executive Officer, both effective August 16, 2026.

At an August 14, 2026 special meeting, stockholders approved granting the board authority to implement a reverse stock split at a ratio between 1-for-5 and 1-for-50 within twelve months, and also approved a proposal allowing adjournment of the meeting to solicit additional proxies if needed.

Valion Bio, Inc. common stock is the subject of this amended Schedule 13D filing by 3i, LP, Tumim Stone Capital, LLC, 3i Management LLC and Maier J. Tarlow. The reporting group states beneficial ownership of 1,742,699 shares of common stock, representing 9.9% of the outstanding class.

The 9.9% figure is based on 15,776,805 shares of Valion Bio common stock outstanding, which include multiple share issuances to 3i, LP following conversions of Series B and Series C Convertible Preferred Stock and earlier outstanding shares disclosed in a proxy statement. Of the reported holdings, 75,069 shares are common stock already issued, and 1,667,630 shares are issuable upon exercises of warrants, conversions of a senior secured convertible note with original principal of $16,253,147.10, and conversions of Series B and Series C preferred stock, all subject to a 9.99% beneficial ownership limitation Blocker.

Valion Bio, Inc. reports a transition to a late-stage biopharma and CDMO model while posting a net loss of $13.3 million for the six months ended June 30 2026. Operating expenses rose sharply as research and development reached $4.6 million and selling, general and administrative costs $7.5 million.

Cash and cash equivalents were $2.1 million (plus $0.4 million restricted) at June 30 2026, after using $10.3 million in cash for operating activities, and the company carries a $66.5 million accumulated deficit. Management states that these factors raise substantial doubt about its ability to continue as a going concern and that substantial additional financing will be required.

Valion licensed TLR5 agonist Entolimod and related rights from Statera, capitalized $0.75 million of drug-substance inventory upon validation, and acquired Scorpius’ CDMO assets via a $16.25 million senior secured convertible note. New facility leases created $9.8 million in right-of-use assets and future minimum lease payments of $15.6 million. The company also discloses a Nasdaq notice for non-compliance with the $1.00 minimum bid price requirement.

Valion Bio, Inc. shareholder group 3i, LP, Tumim Stone Capital, 3i Management and Maier J. Tarlow filed Amendment No. 1 to their Schedule 13D on the company’s common stock. The group reports beneficial ownership of up to 446,759 shares, representing 9.9% of the 4,407,364 shares of common stock outstanding, including shares issuable from preferred stock, warrants and a senior secured convertible note, all subject to a 9.99% beneficial ownership limitation.

The amendment discloses an August 9, 2026 proposal by 3i, LP to purchase up to $9,000,000 of Series B or Series C preferred stock, with $3,000,000 immediately available and $6,000,000 in later installments, conditioned on due diligence, definitive agreements, required approvals, the issuer’s continued Nasdaq listing and execution of a board-approved plan. The proposal also contemplates CEO and board changes, with two directors nominated by 3i, LP joining the board and Maier J. Tarlow becoming chairman.

Valion Bio, Inc. reports achieving its first development milestone under its amended exclusive license with Statera Biopharma for the TLR5 agonist Entolimod in the Acute Radiation Syndrome indication. Validation of current inventory for distribution and sales triggered a $750,000 milestone payment, the first portion of up to $1,750,000 in ARS development milestones and part of broader obligations that may direct up to $5.6 million of subsequent payments to Avenue Capital on Statera’s behalf. Additional cash-or-stock milestones are outlined for potential Neutropenia indications.

To satisfy the Milestone Payment, Valion issued an aggregate of 1,287.8685 shares of Series A Non-Voting Convertible Preferred Stock as Milestone Shares to Statera and Avenue under a securities purchase agreement that includes resale registration rights for the underlying common stock within 60 calendar days following the Closing Date. These unregistered securities were sold to accredited investors under Section 4(a)(2) and Regulation D and are restricted, with conversion limited so each holder’s beneficial ownership remains between 4.9% and 19.9% of outstanding common shares.