Valion Bio holder group proposes $9M preferred investment

Valion Bio, Inc. shareholder group 3i, LP, Tumim Stone Capital, 3i Management and Maier J. Tarlow filed Amendment No. 1 to their Schedule 13D on the company’s common stock.

Rhea-AI Filing Summary

Valion Bio, Inc. shareholder group 3i, LP, Tumim Stone Capital, 3i Management and Maier J. Tarlow filed Amendment No. 1 to their Schedule 13D on the company’s common stock. The group reports beneficial ownership of up to 446,759 shares, representing 9.9% of the 4,407,364 shares of common stock outstanding, including shares issuable from preferred stock, warrants and a senior secured convertible note, all subject to a 9.99% beneficial ownership limitation.

The amendment discloses an August 9, 2026 proposal by 3i, LP to purchase up to $9,000,000 of Series B or Series C preferred stock, with $3,000,000 immediately available and $6,000,000 in later installments, conditioned on due diligence, definitive agreements, required approvals, the issuer’s continued Nasdaq listing and execution of a board-approved plan. The proposal also contemplates CEO and board changes, with two directors nominated by 3i, LP joining the board and Maier J. Tarlow becoming chairman.

Key Figures

Beneficial ownership (3i, LP group): 446,759 shares; 9.9% of common stock Shares outstanding: 4,407,364 shares Proposed preferred investment: $9,000,000 +4 more

7 metrics

Beneficial ownership (3i, LP group) 446,759 shares; 9.9% of common stock Beneficial ownership of Valion Bio common stock reported by 3i, LP and affiliates

Shares outstanding 4,407,364 shares Common stock outstanding, including 4,151,259 shares plus 256,105 shares issued July 19, 2026

Proposed preferred investment $9,000,000 Total potential purchase of Series B or Series C preferred stock under August 9, 2026 proposal

Initial preferred funding $3,000,000 Amount immediately available under proposed preferred stock investment

Follow-on preferred funding $6,000,000 Additional installments over two months under proposed preferred stock investment

Convertible note principal $16,253,147.10 Original principal amount of senior secured convertible note held by 3i, LP

Ownership Blocker 9.99% Beneficial ownership limitation on conversions and warrant exercises

Key Terms

beneficial ownership limitation, Blocker, senior secured convertible note, Series B Convertible Preferred Stock, +2 more

6 terms

beneficial ownership limitation financial

"which exercises are subject to a 9.99% beneficial ownership limitation provision"

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 conversions are subject to a Blocker"

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

"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

"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.

ELOC Purchase Agreement financial

"continued purchases of shares of Common Stock by Tumim Stone pursuant to the ELOC Purchase Agreement"

FAQ

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

What ownership stake in Valion Bio (VBIO) does the 3i/Tumim group report?

The reporting group discloses beneficial ownership of up to 446,759 Valion Bio common shares, representing 9.9% of the 4,407,364 shares outstanding. This includes shares issuable from warrants, preferred stock and a convertible note, all limited by a 9.99% ownership blocker.

What investment did 3i, LP propose in Valion Bio (VBIO) preferred stock?

3i, LP proposed purchasing up to $9,000,000 of Valion Bio Series B or Series C preferred stock. The proposal includes $3,000,000 immediately available and $6,000,000 in installments over two months, subject to diligence, definitive agreements, approvals and continued Nasdaq listing.

What governance changes are tied to the proposed 3i investment in VBIO?

The proposal conditions the investment on management and board changes, including Michael Handley’s removal as CEO and director, Maier J. Tarlow becoming board chair, and two additional directors nominated by 3i, LP joining the board, subject to board review.

How many Valion Bio (VBIO) shares are outstanding in this Schedule 13D/A?

The filing bases ownership percentages on 4,407,364 Valion Bio common shares outstanding. This includes 4,151,259 shares outstanding as of July 7, 2026 plus 256,105 shares issued to 3i, LP on July 19, 2026 from Series B preferred conversions.

What is the size of the convertible note held by 3i, LP in VBIO?

3i, LP holds a senior secured convertible note with an original principal amount of $16,253,147.10. Shares issuable upon conversion of this note are subject to a 9.99% beneficial ownership limitation, affecting how many additional common shares can be acquired at any time.

What are the beneficial ownership limits affecting VBIO securities held by the group?

Conversions and warrant exercises are subject to a 9.99% beneficial ownership limitation (a “Blocker”). This cap applies to common stock issuable from warrants, the senior secured convertible note and Series B and Series C preferred stock, constraining the group’s reportable ownership percentage.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/11/2026 - 04:05 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. 1)

Valion Bio, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

888705308

(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)

08/09/2026

(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 Number(s): 888705308

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 446,759.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 446,759.00

11

Aggregate amount beneficially owned by each reporting person

446,759.00

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 the Original Schedule 13D (as defined in Item 1 below), such shares and percentage are based on 4,407,364 shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the definitive proxy statement filed by the Issuer with the U.S. Securities and Exchange Commission ("SEC") on July 17, 2026 (the "Proxy Statement"), plus (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock (as defined below). Beneficial ownership consists of 382,058 shares of Common Stock directly held by 3i, LP and 64,701 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.

SCHEDULE 13D

CUSIP Number(s): 888705308

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 49,242.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 49,242.00

11

Aggregate amount beneficially owned by each reporting person

49,242.00

12

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

13

Percent of class represented by amount in Row (11)

1.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

As more fully described in Item 5 of the Original Schedule 13D, such shares and percentage are based on 4,407,364 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, plus (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock. Beneficial ownership consists of 49,242 shares of Common Stock directly held by Tumim Stone.

SCHEDULE 13D

CUSIP Number(s): 888705308

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 441,294.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 441,294.00

11

Aggregate amount beneficially owned by each reporting person

441,294.00

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 the Original Schedule 13D, such shares and percentage are based on 4,407,364 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, plus (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock. Beneficial ownership consists of 431,300 shares of Common Stock indirectly held by the reporting person and 9,994 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 Number(s): 888705308

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 441,294.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 441,294.00

11

Aggregate amount beneficially owned by each reporting person

441,294.00

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 the Original Schedule 13D, such shares and percentage are based on 4,407,364 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, plus (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock. Beneficial ownership consists of 431,300 shares of Common Stock indirectly held by the reporting person and 9,994 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 .1 to Schedule 13D (this "Amendment No. 1") 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 (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. 1.
(b)	This Item 2(b) is not being amended by this Amendment No. 1.
(c)	This Item 2(c) is not being amended by this Amendment No. 1.
(d)	This Item 2(d) is not being amended by this Amendment No. 1.
(e)	This Item 2(e) is not being amended by this Amendment No. 1.
(f)	This Item 2(f) is not being amended by this Amendment No. 1.
Item 3.	Source and Amount of Funds or Other Consideration
	The following sentence is hereby added to the end of Item 3 of the Original Schedule 13D: The source of funds to be used for the purchase of the Issuer's securities by 3i, LP as proposed in the August Letter (as defined in Item 4 below) would be the working capital of 3i, LP.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and restated as follows: The information reported in Item 3 is incorporated by reference into this Item 4. All of the shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons, as reported herein, are held for investment purposes. Each Reporting Person may from time to time engage in discussions with the Issuer, its directors and officers, other stockholders of the Issuer and other persons on matters that relate to the management, operations, business, assets, capitalization, financial condition, strategic plans, governance and the future of the Issuer and/or its subsidiaries. Based upon such review and discussions, as well as general economic, market and industry conditions and prospects and each Reporting Person's liquidity requirements and investment considerations, the Reporting Persons may consider additional courses of action, which may include, in the future, formulating plans or proposals regarding the Issuer and/or its subsidiaries, including possible future plans or proposals concerning events or transactions of the kind described in Item 4(a) through (j) of Schedule 13D. On July 28, 2026, 3i, LP delivered a letter (dated July 29, 2026, the "July Letter") to the Issuer's board of directors (the "Board"), a copy of which is attached to the Original Schedule 13D as Exhibit 2 and is incorporated herein by reference. In the July Letter, 3i, LP demanded the immediate removal of Michael Handley as the chief executive officer of the Issuer and the commencement of the search for his replacement. On August 9, 2026, 3i, LP delivered another letter to the Board (the "August Letter"), a copy of which is attached to this Amendment No. 1 as Exhibit 4 and is incorporated herein by reference. In the August Letter, 3i, LP proposed to purchase shares of Series B Preferred Stock or shares of Series C Preferred Stock for up to $9,000,000, with $3,000,000 immediately available and the remaining $6,000,000 to be funded in installments over the next two months, subject to customary due diligence, negotiation and execution of definitive agreements in form and substance satisfactory to 3i, LP, and receipt of required approvals. As proposed, funding of each installment would be further conditioned on the Issuer's continued Nasdaq listing and its execution of the plan approved by the reconstituted Board as described below. Pursuant to the August Letter, the investment would require certain changes to the Issuer's management and Board, consisting of (a) Michael Handley being terminated as Chief Executive Officer and removed from the Board, effective immediately, (b) Ms. Sheryle Bolton stepping down from the Board as Chair and director, and Mr. Tarlow assuming the role of Chairman of the Board, each effective upon the execution of the definitive agreements for the investment, and (c) two additional directors nominated by 3i, LP joining the Board, subject to the Board's reasonable review and approval. Upon leaving the Board, Ms. Bolton would serve as Special Advisor to the Chairman and receive the same level of compensation while she was Chair of the Board. Except as otherwise described herein, the July Letter and the August Letter, the Reporting Persons currently have no plan(s) or proposal(s) that relate to, or would result in, any of the events or transactions described in Item 4(a) through (j) of Schedule 13D, although each Reporting Person reserves the right, at any time and from time to time, to review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto. In addition, each Reporting Person reserves the right to increase or decrease its or his position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise (including the continued purchases of shares of Common Stock by Tumim Stone pursuant to the ELOC Purchase Agreement), on such terms and at such times as such Reporting Person may deem advisable. Each Reporting Person reserves the right to change its or his intention with respect to any and all matters referred to in this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	This Item 5(a) is not being amended by this Amendment No. 1.
(b)	This Item 5(b) is not being amended by this Amendment No. 1.
(c)	Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty days is set forth in Exhibit 3 attached to the Original Schedule 13D and is incorporated herein by reference.
(d)	This Item 5(d) is not being amended by this Amendment No. 1.
(e)	This Item 5(e) is not being amended by this Amendment No. 1.
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. 1.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended to add the following exhibit: Exhibit 4: Letter to the Board of Directors of the Issuer, dated August 9, 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:	08/11/2026

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:	08/11/2026

3i Management LLC

Signature:	/s/ Maier J. Tarlow
Name/Title:	Maier J. Tarlow, Manager
Date:	08/11/2026

Maier J. Tarlow

Signature:	/s/ Maier J. Tarlow
Name/Title:	Maier J. Tarlow
Date:	08/11/2026