Valion Bio raises $250,000 in preferred stock tranche
Valion Bio, Inc. disclosed a new tranche closing under its existing Securities Purchase Agreement.
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Form Type
8-K
Rhea-AI Filing Summary
Valion Bio, Inc. disclosed a new tranche closing under its existing Securities Purchase Agreement. On June 17, 2026, the company issued 250 shares of Series B Non-Voting Convertible Preferred Stock at $1,000 per share and a warrant to purchase 156,026 shares of common stock at an exercise price of $0.616280 per share, for total proceeds of $250,000 from investor 3i, LP. The agreement, originally signed in April 2025 and later assigned to 3i, allows for sales of up to 8,400 Series B preferred shares and related warrants for up to $8,400,000. These securities were issued in a private placement relying on exemptions under Section 4(a)(2) and Rule 506(b) of the Securities Act.
8-K Event Classification
2 items: 3.02, 8.01
2 items
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Current tranche proceeds: $250,000
Series B shares issued: 250 shares
Series B price: $1,000 per share
+4 more
7 metrics
Current tranche proceeds
$250,000
Aggregate purchase price for June 17, 2026 closing
Series B shares issued
250 shares
Series B Non-Voting Convertible Preferred Stock in this tranche
Series B price
$1,000 per share
Issue price for Series B preferred in June 17, 2026 tranche
Warrant shares
156,026 shares
Common shares underlying warrant issued June 17, 2026
Warrant exercise price
$0.616280 per share
Exercise price for warrant issued to 3i, LP
Maximum Series B shares under agreement
8,400 shares
Total Series B shares available under Purchase Agreement
Maximum aggregate proceeds
$8,400,000
Total potential purchase price under Securities Purchase Agreement
Key Terms
Series B Non-Voting Convertible Preferred Stock, Securities Purchase Agreement, Warrants, Section 4(a)(2) of the Securities Act of 1933, +1 more
5 terms
Series B Non-Voting Convertible Preferred Stock financial
"the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, up to 8,400 shares of the Company’s 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.
Securities Purchase Agreement financial
"Valion Bio, Inc. ... entered into a Securities Purchase Agreement ... with an investor"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Warrants financial
"and warrants (“Warrants” and together with Series B Preferred Shares, “Securities”) to purchase shares of the Company’s common stock"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"Such Securities were issued under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended"
Rule 506(b) regulatory
"and/or 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) announce in this 8-K filing?
Valion Bio reported a new tranche closing with investor 3i, LP. The company issued Series B preferred shares and a warrant in exchange for $250,000 in gross proceeds under an existing financing agreement.
How much capital did Valion Bio (VBIO) raise in this tranche?
Valion Bio raised $250,000 in this tranche. It sold 250 Series B Non-Voting Convertible Preferred shares at $1,000 each and issued a warrant to purchase 156,026 common shares at $0.616280 per share.
What are the key terms of Valion Bio’s Series B preferred stock deal?
The Purchase Agreement allows Valion Bio to sell up to 8,400 Series B Non-Voting Convertible Preferred shares and related warrants. Each share is priced at $1,000, for potential total proceeds of up to $8,400,000 across multiple closings.
Who is the investor in Valion Bio’s latest financing tranche?
The investor is 3i, LP. The original Securities Purchase Agreement counterparty assigned its rights and obligations to 3i, which also purchased all outstanding Series B preferred shares and warrants before participating in this tranche.
How were the new Valion Bio securities issued from a regulatory standpoint?
Valion Bio issued the Series B preferred shares and warrant in a private placement. The transaction relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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