Valion Bio signs $50K preferred share sale agreement

The underlying Series B purchase agreement provides for purchases of up to 8,400 preferred shares and up to $8,400,000 in aggregate.

Rhea-AI Filing Summary

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).

Filing Explained

The $50,000 conditional purchase sits within a Series B agreement covering up to $8.4 million across multiple closings; that agreement-wide ceiling is not the amount specified for this closing.

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: $50,000 Series B Preferred Shares: 50 shares Common shares subject to warrants: 1,539 shares +3 more

6 metrics

Aggregate purchase price $50,000 Third Side Letter

Series B Preferred Shares 50 shares Purchase under the October 7, 2026 letter agreement

Common shares subject to warrants 1,539 shares Series B Warrants under the letter agreement

Initial exercise price $2.5520 per share Series B Warrants

Preferred shares under the Series B Preferred Purchase Agreement Up to 8,400 shares Purchase and sale in a series of closings

Aggregate purchase price under the Series B Preferred Purchase Agreement Up to $8,400,000 Purchase and sale in a series of closings

Key Terms

Series B Non-Voting Convertible Preferred Stock, Series B Warrants, Section 4(a)(2), Rule 506(b)

4 terms

Series B Non-Voting Convertible Preferred Stock financial

"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 financial

"warrants (“Series B Warrants”) to purchase 1,539 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.

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.

What did Valion Bio (VBIO) agree to sell to 3i?

Valion Bio agreed to issue 3i 50 Series B Preferred Shares and warrants to purchase 1,539 common shares for an aggregate purchase price of $50,000. The warrants have an initial exercise price of $2.5520 per share, and the closing is subject to satisfaction or waiver by 3i of the letter agreement’s conditions.

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): October 7, 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

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.

Valion Bio, Inc., a Delaware corporation (the “Company”), and 3i, LP (“3i”) are parties 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 October 7, 2026, the Company and 3i entered into a letter agreement (the “Third Side Letter”), pursuant to which 3i agreed to purchase, and the Company agreed to issue to 3i, (a) 50 Series B Preferred Shares and (b) Series B Warrants to purchase 1,539 shares of Common Stock at an initial exercise price of $2.5520 per share, for an aggregate purchase price of $50,000, subject to the satisfaction or waiver by 3i of the conditions set forth in the Third Side Letter, at the closing. Such securities were issued under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) promulgated thereunder.

The foregoing description of the Third Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Third 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 No.		Description
10.1		Letter Agreement between the Company and 3i, LP, dated October 7, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This Current Report contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Current Report or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission (the “SEC”), reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the SEC, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

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:	October 8, 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 BETWEEN THE COMPANY AND 3I, LP 19.7 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