Valion Bio investor 3i holds 9.9% stake
3i and affiliated reporting persons hold 9.9% of Valion Bio’s common stock after a new $7.74 million structured investment and a 1-for-25 reverse stock split.
Rhea-AI Filing Summary
Valion Bio, Inc. (VBIO) received additional financing-linked securities from 3i, LP and now has 3i and its affiliates reporting beneficial ownership of 133,005 shares of Common Stock, or 9.9% of the class, based on 1,285,626 shares outstanding as of August 24, 2026.
Beneficial ownership includes 87,248 common shares held by 3i, LP and 45,757 shares issuable from a senior secured convertible note, Series B and Series C Convertible Preferred Stock and warrants, each subject to a 9.99% beneficial ownership limitation. On August 31, 2026, 3i, LP acquired 100 Series B Preferred shares, 7,637 Series C Preferred shares, and warrants for 1,057,046 common shares at an exercise price of $3.62 per share for an aggregate purchase price of $7,737,000, primarily through setoff of amounts owed and including $1,500,000 in cash to Valion Bio. The disclosure also notes Valion Bio’s previously effected 1-for-25 reverse stock split on August 31, 2026.
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Key Figures
Beneficial ownership: 133,005 shares
Percent of class: 9.9%
Shares outstanding: 1,285,626 shares
+5 more
8 metrics
Beneficial ownership
133,005 shares
Shares of Valion Bio common stock beneficially owned by each of 3i, LP, 3i Management LLC and Maier J. Tarlow
Percent of class
9.9%
Portion of Valion Bio common stock represented by 133,005 shares
Shares outstanding
1,285,626 shares
Valion Bio common stock outstanding as of August 24, 2026, verified with the issuer
Common stock directly held by 3i, LP
87,248 shares
Portion of beneficial ownership held as common stock by 3i, LP
Shares issuable from derivatives
45,757 shares
Common shares issuable from note, preferred stock and warrants subject to a 9.99% blocker
Senior secured convertible note
$16,253,147.10
Original principal amount of the note held by 3i, LP
Warrants issued August 31, 2026
1,057,046 shares at $3.62
Warrants to purchase 3,077 and 1,053,969 common shares at an initial exercise price of $3.62
Aggregate purchase price
$7,737,000
Total consideration for preferred stock and warrants issued to 3i, LP on August 31, 2026
Key Terms
beneficial ownership limitation, senior secured convertible note, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, +1 more
5 terms
beneficial ownership limitation regulatory
"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.
senior secured convertible note financial
"conversions of a senior secured convertible note in the original principal amount"
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 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 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.
reverse stock split market
"give effect to the Issuer's 1-for-25 reverse stock split effected at 12:01 a.m."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
FAQ
What percentage of Valion Bio (VBIO) does 3i now beneficially own?
The reporting persons led by 3i report beneficial ownership of 133,005 shares of Valion Bio common stock, representing 9.9% of the outstanding common stock, based on 1,285,626 shares outstanding as of August 24, 2026, as verified with the company.
What new securities did Valion Bio (VBIO) issue to 3i on August 31, 2026?
On August 31, 2026, Valion Bio issued to 3i, LP 100 shares of Series B Preferred Stock, 7,637 shares of Series C Preferred Stock, and warrants to purchase an aggregate of 1,057,046 common shares (3,077 plus 1,053,969) at an initial exercise price of $3.62 per share.
What was the total consideration for 3i’s August 31, 2026 investment in VBIO?
The aggregate purchase price was $7,737,000, consisting of $6,137,000 retained by 3i, LP to satisfy overdue cash true-up payments, $100,000 retained for legal fees, and $1,500,000 paid to Valion Bio in immediately available funds.
Did Tumim Stone Capital retain any beneficial ownership in Valion Bio (VBIO)?
Tumim Stone Capital, LLC reports 0 shares beneficially owned, with 0.0% of the class represented. Its cover page shows no sole or shared voting or dispositive power over Valion Bio common stock following this amendment.
What reverse stock split did Valion Bio (VBIO) implement and when?
Valion Bio effected a 1-for-25 reverse stock split of its common stock at 12:01 a.m. Eastern Time on August 31, 2026. All share and per-share amounts in the amendment give effect to this reverse split.
AI-generated analysis. How Rhea-AI works. Not financial advice.
