3i injects cash into Valion Bio (VBIO) under tight ownership cap
Rhea-AI Filing Summary
Valion Bio, Inc. (VBIO) is the subject of this amended Schedule 13D, which updates the holdings and financing arrangements of 3i, LP and related reporting persons. 3i, LP, 3i Management LLC and Maier J. Tarlow each report beneficial ownership of 2,050,200 shares of common stock, representing 9.9% of the outstanding common stock of Valion Bio, Inc. based on 18,892,969 shares outstanding. Tumim Stone Capital, LLC now reports 0% beneficial ownership.
The 2,050,200 shares consist of 420,641 common shares held for 3i, LP and 1,629,559 shares issuable in any combination upon exercises of warrants, and conversions of a senior secured convertible note and Series B and Series C preferred stock, each subject to a 9.99% beneficial ownership limitation Blocker. This structure caps how many shares 3i, LP can hold at any time.
On August 17, 2026, Valion Bio, Inc. and 3i, LP entered into a letter agreement under which the company issued 1,500 shares of Series B Preferred Stock at $1,000 per share and granted warrants to purchase 1,153,847 common shares at an initial exercise price of $0.23708 per share, for an aggregate purchase price of $1,500,000. The parties state they are negotiating in good faith regarding additional funding tranches but have no definitive agreements in place.
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Key Figures
Beneficially owned shares: 2,050,200 shares
Ownership percentage: 9.9 %
Shares outstanding: 18,892,969 shares
+8 more
11 metrics
Beneficially owned shares
2,050,200 shares
Shares of Valion Bio, Inc. common stock beneficially owned by each of 3i, LP, 3i Management LLC and Maier J. Tarlow
Ownership percentage
9.9 %
Percent of Valion Bio, Inc. common stock represented by 2,050,200 beneficially owned shares
Shares outstanding
18,892,969 shares
Total Valion Bio, Inc. common stock outstanding used as the basis for ownership calculations
Direct common shares held
420,641 shares
Valion Bio, Inc. common shares directly held by 3i, LP forming part of its beneficial ownership
Issuable shares under instruments
1,629,559 shares
Shares issuable upon exercises of warrants and conversions of note, Series B and Series C held by 3i, LP
Series B Preferred issued
1,500 shares
Series B Preferred Stock issued to 3i, LP on August 17, 2026 under the Letter Agreement
Series B issue price
$1,000 per share
Cash price per share of Series B Preferred Stock issued to 3i, LP
Aggregate purchase price
$1,500,000
Total purchase price paid by 3i, LP for Series B Preferred Stock and warrants under the Letter Agreement
Warrant shares issued
1,153,847 shares
Number of Valion Bio, Inc. common shares underlying the new warrants issued to 3i, LP
Warrant exercise price
$0.23708 per share
Initial exercise price of the warrants to purchase Valion Bio, Inc. common stock
Convertible note principal
$16,253,147.10
Original principal amount of the senior secured convertible note held by 3i, LP
Key Terms
beneficial ownership, Series B Preferred Stock, Series C Preferred Stock, senior secured convertible note, +2 more
6 terms
beneficial ownership financial
"See rows (11) and (13) of the cover pages 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.
Series B Preferred Stock financial
"shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series B Preferred Stock")"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Series C Preferred Stock financial
"shares of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series C Preferred Stock")"
A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.
senior secured convertible note financial
"conversions of a senior secured convertible note in the original principal amount of $16,253,147.10 (the "Note")"
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.
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.
Warrants financial
"exercises of certain common stock purchase warrants (the "Warrants") held directly by 3i, LP"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
FAQ
What percentage of Valion Bio, Inc. (VBIO) does 3i, LP currently beneficially own?
3i, LP and related reporting persons report beneficial ownership of 2,050,200 VBIO shares, representing 9.9% of Valion Bio, Inc.’s common stock, based on 18,892,969 shares of common stock outstanding as detailed in the filing.
What new financing did Valion Bio, Inc. (VBIO) enter into with 3i, LP on August 17, 2026?
On August 17, 2026, Valion Bio, Inc. issued 1,500 Series B Preferred shares at $1,000 per share and granted warrants to purchase 1,153,847 common shares at $0.23708 per share to 3i, LP, for an aggregate purchase price of $1,500,000.
What is the size of the senior secured convertible note held by 3i, LP in Valion Bio (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 count toward the 1,629,559 issuable shares and are subject to a 9.99% beneficial ownership Blocker.
Are further funding tranches between Valion Bio (VBIO) and 3i, LP guaranteed?
No. Valion Bio, Inc. and 3i, LP disclose they are negotiating in good faith additional tranches of funding, but explicitly state there are no definitive agreements or understandings currently in place for such additional funding.
AI-generated analysis. How Rhea-AI works. Not financial advice.
