
Valion Bio, Inc.
1305 E. Houston Street
Building 1, Suite 311
San Antonio, TX 78205
(888) 276-6888
August 24, 2026
Via EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: |
Valion Bio, Inc. |
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Request for Withdrawal of Registration Statement on Form S-1 filed on July 17, 2026 |
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(Registration No. 333-297529) |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities
Act of 1933, as amended (the “Securities Act”), Valion Bio, Inc. (the "Company") hereby respectfully requests the
withdrawal of the above-referenced Registration Statement, effective as of the date hereof or as soon as practicable hereafter. The Registration
Statement was originally filed with the Securities and Exchange Commission (the “Commission”) on July 17, 2026.
The Company has decided not to continue to pursue
the offering and confirms that no securities covered by the Registration Statement or prospectus contained therein have been issued or
sold. Based on the foregoing, the Company submits that the withdrawal of the Registration Statement is consistent with the public interest
and the protection of investors. In accordance with Rule 457(p) under the Securities Act, the Company requests that all fees paid to the
Commission in connection with the filing of the Registration Statement be credited to the Company’s account for future use.
We appreciate your assistance and if you have any
questions regarding this request for withdrawal, please feel free to contact the Company’s legal counsel, Christopher Tinen, by
email at ctinen@swlaw.com or at (858) 910-4809.
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Sincerely, |
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Valion Bio, Inc. |
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/s/ Lisa Wolf |
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Lisa Wolf |
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Chief Operating Officer |
| cc: |
Christopher Tinen, Snell & Wilmer L.L.P. |