Valion Bio (VBIO) holder nears 10% after big preferred swap
Rhea-AI Filing Summary
Valion Bio, Inc. (VBIO) is the subject of this Amendment No. 4 to a Schedule 13D, updating the ownership position of 3i, LP, 3i Management LLC and Maier J. Tarlow. These reporting persons now report beneficial ownership of 2,102,780 shares of common stock, representing 9.9% of Valion Bio’s common stock.
The percentage is based on 20,913,373 shares outstanding, which includes multiple blocks of common stock issued to 3i, LP between July 19 and August 20, 2026 upon conversions of Series B and Series C Convertible Preferred Stock. Beneficial ownership comprises 1,967,298 shares held by 3i, LP and 135,482 shares issuable from warrants, a senior secured convertible note and preferred shares, each subject to a 9.99% beneficial ownership limitation Blocker. Tumim Stone Capital, LLC now reports 0 shares beneficially owned. The amendment also updates Item 5 and adds Exhibit 8 for additional transactions.
Positive
- None.
Negative
- None.
Key Figures
Beneficial ownership: 2,102,780 shares of common stock
Ownership percentage: 9.9 %
Shares outstanding: 20,913,373 shares of Common Stock
+4 more
7 metrics
Beneficial ownership
2,102,780 shares of common stock
Aggregate shares beneficially owned by each of 3i, LP, 3i Management LLC, and Maier J. Tarlow
Ownership percentage
9.9 %
Percent of Valion Bio common stock represented by 2,102,780 shares
Shares outstanding
20,913,373 shares of Common Stock
Total outstanding common shares used to calculate beneficial ownership percentages
Common stock held by 3i, LP
1,967,298 shares of Common Stock
Shares directly or indirectly held that form part of beneficial ownership
Issuable shares from derivatives
135,482 shares of Common Stock
Shares issuable from warrants, senior secured convertible note, Series B and Series C Preferred Stock
Senior secured convertible note
$16,253,147.10 original principal amount
Convertible note held by 3i, LP that can convert into shares subject to a Blocker
Large Series C conversion
9,260,042 shares of Common Stock
Shares issued to 3i, LP on August 12, 2026 from conversions of Series C Preferred Stock
Key Terms
beneficial ownership, senior secured convertible note, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, +2 more
6 terms
beneficial ownership financial
"for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
senior secured convertible note financial
"conversions of a senior secured convertible note in the original principal amount of $16,253,147.10"
A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.
Series B Convertible Preferred Stock financial
"conversions of certain shares of Series B Convertible Preferred Stock, par value $0.0001 per share"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
Series C Convertible Preferred Stock financial
"conversions of certain shares of Series C Convertible Preferred Stock, par value $0.0001 per share"
Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.
beneficial ownership limitation financial
"which exercises are subject to a 9.99% beneficial ownership limitation provision (a "Blocker")"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Blocker financial
"which exercises are subject to a 9.99% beneficial ownership limitation provision (a "Blocker")"
FAQ
What percentage of Valion Bio, Inc. (VBIO) does the 3i group report owning in this Schedule 13D/A?
The reporting persons state they beneficially own 2,102,780 shares of Valion Bio common stock, representing 9.9% of the outstanding common stock, based on a total of 20,913,373 shares outstanding.
What is Tumim Stone Capital, LLC’s current ownership of Valion Bio (VBIO) in this amendment?
Tumim Stone Capital, LLC reports an aggregate beneficial ownership of 0 shares of Valion Bio common stock, corresponding to 0.0% of the class, with no sole or shared voting or dispositive power reported.
What change does Amendment No. 4 report regarding transactions in Valion Bio (VBIO) stock?
Amendment No. 4 restates Item 5(a) to reflect updated ownership based on recent preferred stock conversions and states that Item 5(c) is amended to add transactions listed in Exhibit 8: Additional Transactions, which are incorporated as part of the reporting persons’ trading history.
AI-generated analysis. How Rhea-AI works. Not financial advice.
