Valion Bio (VBIO) investor group reports 1.74M shares, capped at 9.9% stake
Rhea-AI Filing Summary
Valion Bio, Inc. common stock is the subject of this amended Schedule 13D filing by 3i, LP, Tumim Stone Capital, LLC, 3i Management LLC and Maier J. Tarlow. The reporting group states beneficial ownership of 1,742,699 shares of common stock, representing 9.9% of the outstanding class.
The 9.9% figure is based on 15,776,805 shares of Valion Bio common stock outstanding, which include multiple share issuances to 3i, LP following conversions of Series B and Series C Convertible Preferred Stock and earlier outstanding shares disclosed in a proxy statement. Of the reported holdings, 75,069 shares are common stock already issued, and 1,667,630 shares are issuable upon exercises of warrants, conversions of a senior secured convertible note with original principal of $16,253,147.10, and conversions of Series B and Series C preferred stock, all subject to a 9.99% beneficial ownership limitation Blocker.
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Key Figures
Beneficially owned shares: 1,742,699 shares
Ownership percentage: 9.9%
Shares outstanding baseline: 15,776,805 shares
+5 more
8 metrics
Beneficially owned shares
1,742,699 shares
Aggregate number of Valion Bio common shares beneficially owned by each reporting person
Ownership percentage
9.9%
Percent of Valion Bio common stock represented by 1,742,699 shares
Shares outstanding baseline
15,776,805 shares
Total Valion Bio common stock outstanding used to calculate reported ownership percentages
Direct common shares held
75,069 shares
Valion Bio common stock directly or indirectly held apart from issuable securities
Issuable common shares
1,667,630 shares
Shares issuable upon warrant exercises and conversions of note and preferred stock, subject to Blocker
Convertible note principal
$16,253,147.10
Original principal amount of senior secured convertible note held by 3i, LP
Shares from Series C conversions (Aug 12, 2026)
9,260,042 shares
Common shares issued to 3i, LP on August 12, 2026 from Series C Preferred Stock conversions
Shares from Series C conversions (Aug 13, 2026)
1,262,733 shares
Common shares issued to 3i, LP on August 13, 2026 from Series C Preferred Stock conversions
Key Terms
beneficial ownership, Series B Convertible Preferred Stock, Series C Convertible 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 Convertible Preferred Stock financial
"conversions of certain shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the Issuer"
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, of the Issuer"
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.
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.
Blocker financial
"which exercises are subject to a 9.99% beneficial ownership limitation provision (a "Blocker")"
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 is the size of the senior secured convertible note referenced for VBIO?
The reporting person holds a senior secured convertible note with an original principal amount of $16,253,147.10. Shares of Valion Bio common stock may be issued upon conversion of this note, subject to a 9.99% beneficial ownership limitation Blocker.
Does Tumim Stone Capital, LLC report any current ownership in Valion Bio (VBIO)?
Tumim Stone Capital, LLC reports an aggregate beneficial ownership of 0 shares of Valion Bio common stock, representing 0.0% of the class. Other reporting persons in the group, including 3i, LP and 3i Management LLC, report the 9.9% beneficial ownership position.
What is the beneficial ownership limitation or Blocker mentioned for VBIO securities?
The filing describes a 9.99% beneficial ownership limitation Blocker. Exercises of warrants and conversions of the note and preferred stock cannot increase the reporting persons’ beneficial ownership above 9.99% of Valion Bio’s outstanding common stock at any time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
