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.

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.

Stock Split

1-for-25 reverse split · Effective August 31, 2026

Split Ratio 1-for-25 reverse split

Effective Date August 31, 2026

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How is 3i’s beneficial ownership in VBIO structured between current shares and derivatives?

Beneficial ownership includes 87,248 common shares held by 3i, LP and 45,757 common shares issuable from warrants, a senior secured convertible note, and Series B and Series C Preferred Stock, all subject to a 9.99% beneficial ownership limitation on conversions or exercises.

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.

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Available on EDGAR 09/02/2026 - 08:51 PM EDT Accepted by SEC EDGAR 09/02/2026 - 08:51 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Valion Bio, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

(CUSIP Number)

Maier J. Tarlow
2 Wooster Street, 2nd Floor,
NEW YORK, NY, 10013
(646) 845-0040

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/31/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

3i, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 133,005.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 133,005.00

11

Aggregate amount beneficially owned by each reporting person

133,005.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

As more fully described in Item 5 of this Amendment No. 6 (as defined in Item 1 below), such shares and percentage are based on 1,285,626 shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 87,248 shares of Common Stock directly held by 3i, LP and 45,757 shares of Common Stock issuable in any combination upon (i) exercises of certain common stock purchase warrants (the "Warrants") held directly by 3i, LP, which exercises are subject to a 9.99% beneficial ownership limitation provision (a "Blocker"), (ii) conversions of a senior secured convertible note in the original principal amount of $16,253,147.10 (the "Note") held directly by 3i, LP, which conversions are subject to a Blocker, (iii) conversions of shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series B Preferred Stock") directly held by 3i, LP, which conversions are subject to a Blocker, and (iv) conversions of shares of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series C Preferred Stock") directly held by the 3i, LP, which conversions are subject to a Blocker. Unless the context expressly dictates otherwise, all references to share and per share amounts in this Amendment No. 6 give effect to the Issuer's 1-for-25 reverse stock split effected at 12:01 a.m. Eastern Time on August 31, 2026.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Tumim Stone Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

3i Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 133,005.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 133,005.00

11

Aggregate amount beneficially owned by each reporting person

133,005.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

As more fully described in Item 5 of this Amendment No. 6, such shares and percentage are based on 1,285,626 shares of Common Stock outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 87,248 shares of Common Stock indirectly held by the reporting person and 45,757 shares of Common Stock issuable in any combination upon (i) exercises of the Warrants indirectly held by the reporting person, which exercises are in each case subject to a Blocker, and (ii) conversions of the Note, shares of Series B Preferred Stock and shares of Series C Preferred Stock indirectly held by the reporting person, which conversions are in each case subject to a Blocker.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Maier J. Tarlow

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 133,005.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 133,005.00

11

Aggregate amount beneficially owned by each reporting person

133,005.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

As more fully described in Item 5 of this Amendment No. 6, such shares and percentage are based on 1,285,626 shares of Common Stock outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 87,248 shares of Common Stock indirectly held by the reporting person and 45,757 shares of Common Stock issuable in any combination upon (i) exercises of the Warrants indirectly held by the reporting person, which exercises are in each case subject to a Blocker, and (ii) conversions of the Note, shares of Series B Preferred Stock and shares of Series C Preferred Stock indirectly held by the reporting person, which conversions are in each case subject to a Blocker.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Valion Bio, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1305 E. Houston Street, Building 1, Suite 311, San Antonio, TEXAS , 78205.
Item 1 Comment: This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") relates to the common stock, par value $0.0001 per share (the "Common Stock") of Valion Bio, Inc., a Delaware corporation (the "Issuer"), and amends the Schedule 13D filed on August 3, 2026, as amended by Amendment No. 1 filed on August 11, 2026, Amendment No. 2 filed on August 14, 2026, Amendment No. 3 filed on August 19, 2026, Amendment No. 4 filed on August 24, 2026 and Amendment No. 5 filed on August 27, 2026 (as amended, the "Original Schedule 13D") by (a) 3i, LP, (b) Tumim Stone Capital, LLC ("Tumim Stone"), (c) 3i Management LLC ("3i Management") and (d) Maier J. Tarlow ("Mr. Tarlow" and, together with 3i, LP, 3i Management and Tumim Stone, the "Reporting Persons") as set forth herein.
Item 2.	Identity and Background
(a)	This Item 2(a) is not being amended by this Amendment No. 6.
(b)	This Item 2(b) is not being amended by this Amendment No. 6.
(c)	This Item 2(c) is not being amended by this Amendment No. 6.
(d)	This Item 2(d) is not being amended by this Amendment No. 6.
(e)	This Item 2(e) is not being amended by this Amendment No. 6.
(f)	This Item 2(f) is not being amended by this Amendment No. 6.
Item 3.	Source and Amount of Funds or Other Consideration
	This Item 3 is not being amended by this Amendment No. 6.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended to add the following paragraph at the end thereof: On August 31, 2026, the Issuer and 3i, LP entered into a letter agreement, pursuant to which the Issuer issued to 3i, LP (a) 100 shares of Series B Preferred Stock, (b) Warrants to purchase 3,077 shares of Common Stock at an initial exercise price of $3.62 per share, (c) 7,637 shares of Series C Preferred Stock and (d) Warrants to purchase 1,053,969 shares of Common Stock for an initial exercise price of $3.62 per share, for an aggregate purchase price of $7,737,000, consisted of (a) $6,137,000 retained by 3i, LP to satisfy overdue cash true-up payments pursuant to Section 6(b) of the Certificate of Designation of Rights and Preferences of the Series C Preferred Stock, (b) $100,000 retained by 3i, LP to pay the fees of its legal counsel in connection with the purchase of the Issuer's securities by it and (c) $1,500,000 paid to the Issuer in immediately available funds.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows: See rows (11) and (13) of the cover pages to this statement for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons. The shares and percentages are based on 1,285,626 shares of Common Stock outstanding as of August 24, 2026, as verified with the Issuer.
(b)	This Item 5(b) is not being amended by this Amendment No. 6.
(c)	This Item 5(c) is hereby amended to add the transactions set forth in Exhibit 10 attached herein.
(d)	This Item 5(d) is not being amended by this Amendment No. 6.
(e)	This Item 5(e) is not being amended by this Amendment No. 6.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	This Item 6 is not being amended by this Amendment No. 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended to add the following exhibits: Exhibit 10: Additional Transactions Exhibit 11: Letter Agreement between the Issuer and 3i, LP, dated August 31, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on September 1, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

3i, LP

Signature:	/s/ Maier J. Tarlow
Name/Title:	Maier J. Tarlow, manager of 3i Management LLC, general partner of 3i, LP
Date:	09/02/2026

Tumim Stone Capital, LLC

Signature:	/s/ Maier J. Tarlow
Name/Title:	Maier J. Tarlow, manager of 3i Management LLC, manager of Tumim Stone Capital, LLC
Date:	09/02/2026

3i Management LLC

Signature:	/s/ Maier J. Tarlow
Name/Title:	Maier J. Tarlow, Manager
Date:	09/02/2026

Maier J. Tarlow

Signature:	/s/ Maier J. Tarlow
Name/Title:	Maier J. Tarlow
Date:	09/02/2026