Valion Bio closes $700K preferred share financing

Valion agreed to use commercially reasonable efforts on resale registration, with 30- and 60-day milestones, and extended closings through December 9, 2027.

Available on EDGAR 11/09/2026 - 06:04 AM EST Accepted by SEC EDGAR 11/09/2026 - 06:01 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Valion Bio, Inc. (VBIO) and 3i, LP completed a $700,000 Series B closing on November 6, 2026. 3i purchased 700 Series B Non-Voting Convertible Preferred Shares, and Valion issued warrants to purchase 21,539 common shares at an initial exercise price of $0.5182 per share. The closing was under an agreement providing for a series of closings involving up to 8,400 Series B Preferred Shares and an aggregate purchase price of up to $8,400,000.

Valion agreed to use commercially reasonable efforts to file a registration statement covering common shares issuable upon conversion of the preferred shares and exercise of the warrants no later than 30 days after closing, and to cause it to become effective no later than 60 days after closing. Valion also agreed to maintain the statement’s effectiveness and resale availability until 3i sells all covered securities or they otherwise cease to require registration. The securities were issued in reliance on an exemption under Section 4(a)(2) and/or Rule 506(b). The side letter extends the outside date for closings to December 9, 2027.

Filing Explained

At the November 6 completed closing, Valion issued preferred shares and warrants—not common shares; common stock could be issued if the preferred converts or warrants are exercised, and any such new shares would increase the share count and reduce existing holders’ percentage ownership.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate purchase price: $700,000 Series B Preferred Shares: 700 shares Common shares covered by warrants: 21,539 shares +5 more

8 metrics

Aggregate purchase price $700,000 Series B closing on November 6, 2026

Series B Preferred Shares 700 shares Purchased by 3i at the November 6, 2026 closing

Common shares covered by warrants 21,539 shares Warrants issued at the Series B closing

Initial warrant exercise price $0.5182 per share Series B Warrants

Maximum Series B Preferred Shares under the purchase agreement Up to 8,400 shares Series of closings under the agreement

Maximum aggregate purchase price under the purchase agreement Up to $8,400,000 Series of closings under the agreement

Registration statement filing milestone No later than 30 days after closing Subject to commercially reasonable efforts

Registration statement effectiveness milestone No later than 60 days after closing Subject to commercially reasonable efforts

Key Terms

Series B Non-Voting Convertible Preferred Stock, Series B Warrants, commercially reasonable efforts, Section 4(a)(2), +1 more

5 terms

Series B Non-Voting Convertible Preferred Stock technical

"purchase and sale of ... Series B Non-Voting Convertible Preferred Stock"

A Series B non-voting convertible preferred stock is a class of company shares that gives holders financial priority—such as fixed dividends and first claim on assets if the company is sold—while not granting voting rights. It can be converted into regular common shares under set conditions, which matters to investors because conversion can increase upside participation but also dilute existing owners; the preference reduces downside risk like a safety buffer.

Series B Warrants technical

"warrants (“Series B Warrants”) to purchase a number of shares"

Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.

commercially reasonable efforts regulatory

"agreed to use commercially reasonable efforts"

Section 4(a)(2) regulatory

"pursuant to Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506(b) regulatory

"Rule 506(b) promulgated thereunder"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did 3i invest in VBIO in the Series B closing?

The aggregate purchase price was $700,000 for 700 Series B Preferred Shares and warrants to purchase 21,539 common shares. The warrants have an initial exercise price of $0.5182 per share.

What are VBIO’s registration deadlines under the 3i side letter?

Valion agreed to use commercially reasonable efforts to file a registration statement no later than 30 days after closing and cause it to be effective no later than 60 days after closing. It also agreed to maintain effectiveness and resale availability until 3i sells all covered securities or they otherwise cease to require registration. The outside date for closings was extended to December 9, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2026

Valion Bio, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-41052	81-4016391
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1305 E. Houston Street, Building 1, Suite 311
San Antonio, Texas		78205
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 888 276-6888

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		VBIO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Series B Closing

Valion Bio, Inc., a Delaware corporation (the “Company”), and 3i, LP (“3i”) are party to that certain Securities Purchase Agreement, dated as of April 29, 2025 (as assigned and amended as of December 9, 2025, the “Series B Preferred Purchase Agreement”), with respect to the purchase and sale of (a) up to 8,400 shares of the Company’s Series B Non-Voting Convertible Preferred Stock (“Series B Preferred Shares”) and (b) warrants (“Series B Warrants”) to purchase a number of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at an initial exercise price per share determined pursuant to Section 2.2 of the Series B Preferred Purchase Agreement, for an aggregate purchase price of up to $8,400,000 in a series of closings.

On November 6, 2026, the Company and 3i entered into a letter agreement (the “Fifth 3i Side Letter”), pursuant to which, at the closing contemplated thereby, 3i purchased from the Company, and the Company issued to 3i, (a) 700 Series B Preferred Shares (the “Closing Series B Shares”) and (b) Series B Warrants to purchase 21,539 shares of Common Stock at an initial exercise price of $0.5182 per share (the “Closing Series B Warrants”), for an aggregate purchase price of $700,000. The Company issued and sold the Closing Series B Shares and the Closing Series B Warrants in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) promulgated thereunder.

Under the Fifth 3i Side Letter, the Company also agreed to use commercially reasonable efforts to (a) file with the Securities and Exchange Commission, no later than 30 days after the closing, a registration statement covering the maximum number of shares of Common Stock issuable upon conversion of the Closing Series B Shares and exercise of the Closing Series B Warrants, (b) cause the registration statement to be declared effective no later than 60 days after the closing and (c) maintain the effectiveness of the registration statement and its availability for resale until 3i has sold all securities covered thereby or such securities otherwise cease to require registration.

Pursuant to the Fifth 3i Side Letter, the outside date to effect any closings under the Series B Preferred Purchase Agreement is extended to December 9, 2027.

The foregoing description of the Fifth 3i Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth 3i Side Letter filed as Exhibit 10.1 to this Current Report, which is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 is hereby incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Letter Agreement between Valion Bio, Inc. and 3i, LP, dated November 6, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			VALION BIO, INC.
Date:	November 9, 2026	By:	/s/ Dean Zikria
			Name: Dean Zikria Title: Interim Chief Executive Officer

3

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 LETTER AGREEMENT 24.4 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB