On October 7, 2026, Valion Bio, Inc. (VBIO) entered into a letter agreement with 3i, LP under which 3i agreed to purchase 50 Series B Preferred Shares and warrants to purchase 1,539 common shares for an aggregate purchase price of $50,000. The closing is subject to satisfaction or waiver by 3i of the letter agreement’s conditions.
The warrants have an initial exercise price of $2.5520 per share. The securities were issued under an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506(b).
Valion Bio, Inc. (VBIO) filed a shelf registration for up to $100,000,000 of common stock, preferred stock, debt securities, warrants, subscription rights and units. Up to $5,000,000 of common stock that may be offered under the sales-agreement prospectus is included within that shelf amount. Sales may occur from time to time only after the SEC declares the registration statement effective, with specific terms and pricing provided in offering supplements. While the market value of common stock held by non-affiliates is below $75.0 million, Valion says sales under the registration cannot exceed one-third of that market value in any 12-month period. That non-affiliate market value was approximately $15,085,817 as of October 7, 2026.
Valion describes its business focus as Entolimod, a late-stage TLR5 agonist being developed for acute radiation syndrome and oncology indications including neutropenia. It says Entolimod has FDA Fast Track and Orphan Drug designations for ARS and identifies manufacturing-process validation for a Biologics License Application as its immediate operational priority. Velocity Bioworks, a wholly owned contract development and manufacturing subsidiary launched in December 2025, offers biomanufacturing development, analytic support and CGMP manufacturing.
Valion Bio, Inc. (VBIO) outlined new Board Chair Thomas H. Jensen’s perspectives on advancing Entolimod. Jensen has served as chair since September 2026 and brings more than 20 years of biotechnology and oncology experience.
Entolimod is an investigational Toll-like receptor 5 (TLR5) agonist being developed as a potential medical countermeasure for acute radiation syndrome (ARS). Its development has been supported by approximately $35.6 million in non-dilutive funding from several U.S. government agencies, and it holds FDA Fast Track and Orphan Drug designations for ARS. The company also cites human safety data and supply-chain control through its wholly owned U.S.-based CDMO subsidiary, Velocity Bioworks. Jensen said he sees longer-term potential to explore the molecule in cancer supportive care.
Valion Bio, Inc. is asking stockholders to approve a discretionary common-stock reverse split at a ratio of not less than 1-for-2 and not greater than 1-for-12, and a 272,000-share increase to its 2021 Equity Incentive Plan reserve. If approved, the Board could choose the ratio and implement the split within 12 months, or abandon it; authorized common shares would remain unchanged. The Board says advance approval may help maintain Nasdaq listing if a future minimum-bid-price deficiency arises, but the company cannot assure the split will improve share price or liquidity.
Approval would increase total plan authorization from 128,783 to 400,783 shares. As of September 15, 2026, 114,121 shares were available for future awards and 14,662 were subject to outstanding awards. The dilution analysis reports potential pro forma partially diluted overhang of 4.94%, based on 5,500,764 pro forma partially diluted shares outstanding, assuming full conversion of preferred shares without applying conversion limits.
The third proposal would authorize adjournment to seek additional proxies. The Board recommends “FOR” all three proposals; each requires a majority of shares present or represented and entitled to vote, and abstentions count against. Only common-stock holders are entitled to vote; Series A, B and C non-voting preferred shares are excluded.
Valion Bio, Inc. (VBIO) and Shear Kershman Laboratories completed formulation work on an oral mucosal version of Entolimod using SKL’s BioViscid™ drug-delivery platform. The next study will test whether the formulation delivers measurable amounts of Entolimod into the bloodstream and, if so, characterize the absorption’s pharmacokinetic profile.
Valion says that, if successfully developed and authorized or approved, the U.S. dose requirement could be approximately 10 to 40 times that of its injectable program. The estimate assumes supplying about 2.0 million active-duty and Selected Reserve service members, 1.0 million firefighters and 790,000 full-time sworn law enforcement officers; it is not a revenue forecast, an estimate of committed purchases or a measure of demonstrated demand. Valion said its injectable program remains a priority.
Valion Bio, Inc. (symbol: VBIO) is the issuer of record for a Form 4 filing submitted to the SEC. Zikria Dean reported acquisition or exercise transactions in this Form 4 filing.
Valion Bio, Inc. (VBIO) Interim CEO and director Zikria Dean received an award of 50,000 restricted stock units on September 22, 2026. Each unit is convertible into one common share, and one fourth is scheduled to vest quarterly, beginning December 22, 2026. The reported amounts reflect the company’s 1-for-25 reverse stock split on August 31, 2026; Dean’s reported direct RSU holdings following the award were 50,000 units.
Valion Bio, Inc. COO & CFO Lisa G. Wolf reported settlement of 4 restricted stock units for 4 common shares on September 18, 2026. Two common shares were forfeited for tax withholdings, using a market price of $2.12 per share. The reported post-transaction position was 19 restricted stock units. The RSU and tax-withholding counts reflect the 1-for-25 reverse stock split on August 31, 2026; no Rule 10b5-1 plan is reported.
Valion Bio, Inc. (VBIO) appointed Board member Dean Zikria interim Chief Executive Officer effective September 22, 2026; he remains a director. Under a consulting agreement, he is entitled to a $23,333 monthly fee and 50,000 restricted stock units (RSUs). Another 50,000 RSUs are contingent on an increase to the equity plan by stockholders and approval by the Board’s Special Committee. A cash bonus may be awarded upon closing a reverse merger, merger, or acquisition, as determined by the Board or its Compensation Committee. The agreement is scheduled to terminate January 22, 2027, unless mutually extended for up to 12 months from its effective date.
Sheryle Bolton resigned from the Board effective September 17, 2026; the company stated her resignation did not result from a disagreement. Thomas Jensen became Board and Compensation Committee chair, and Jared Malbin became Audit and Risk Committee chair. While serving as interim CEO, Zikria was removed as an independent member of three Board committees. Lisa Wolf continues as President, Chief Operating Officer, and Chief Financial Officer, reporting to Zikria.
Valion Bio, Inc. (VBIO) submitted an initial statement of beneficial ownership on Form 3 for Jared David Malbin, who is identified as a director of the company. The Form 3 does not list any equity holdings or report any transactions, and references an accompanying Exhibit 24.1 Power of Attorney.
Valion Bio, Inc. (VBIO) reported that Jensen Thomas has become a reporting person as a director through an initial ownership filing. The Form 3 does not list any equity holdings or report any transactions in Valion Bio securities for Jensen Thomas at this time, and it references an attached Power of Attorney.