Valion Bio investor 3i reports 9.9% stake
3i-affiliated holders report 9.9% beneficial ownership of Valion Bio after a 1-for-25 reverse split, while Tumim Stone Capital reports no remaining stake.
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Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary
Valion Bio, Inc. (VBIO) received Amendment No. 7 to a Schedule 13D from 3i, LP, 3i Management LLC and Maier J. Tarlow, updating their ownership after recent transactions and a reverse stock split. The reporting group now has beneficial ownership of 132,671 shares of Common Stock, representing 9.9% of the outstanding common stock, based on 1,285,626 shares outstanding as of August 24, 2026.
The 132,671 shares include 90,252 shares of common stock held by 3i, LP and 42,419 shares issuable upon a combination of warrant exercises and conversions of a senior secured convertible note and Series B and Series C Convertible Preferred Stock, all subject to a 9.99% beneficial ownership limitation. Tumim Stone Capital, LLC now reports 0 shares beneficially owned. All share figures reflect Valion Bio’s 1-for-25 reverse stock split effective August 31, 2026.
Key Figures
Beneficial ownership shares: 132,671 shares
Beneficial ownership percentage: 9.9%
Shares outstanding: 1,285,626 shares
+5 more
8 metrics
Beneficial ownership shares
132,671 shares
Shares of Valion Bio common stock beneficially owned by the 3i reporting group
Beneficial ownership percentage
9.9%
Portion of Valion Bio common stock represented by 132,671 shares
Shares outstanding
1,285,626 shares
Valion Bio common stock outstanding as of August 24, 2026, used for ownership calculations
Direct common shares held by 3i, LP
90,252 shares
Common stock of Valion Bio directly held by 3i, LP
Shares issuable from derivatives and preferred
42,419 shares
Shares of Valion Bio common stock issuable upon warrant exercises and conversions of note and preferred stock
Senior secured convertible note principal
$16,253,147.10
Original principal amount of the convertible note held by 3i, LP
Reverse stock split ratio
1-for-25
Valion Bio reverse stock split effective August 31, 2026
Tumim Stone Capital ownership
0 shares (0.00%)
Aggregate amount beneficially owned and percent of class reported by Tumim Stone Capital, LLC
Key Terms
beneficial ownership, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, beneficial ownership limitation, +2 more
6 terms
beneficial ownership financial
"Beneficial ownership consists of 90,252 shares of Common Stock..."
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 shares of Series B Convertible Preferred Stock..."
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..."
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.
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.
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.
reverse stock split financial
"Issuer's 1-for-25 reverse stock split effected at 12:01 a.m. Eastern Time..."
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 stake in Valion Bio (VBIO) do the 3i reporting persons disclose in Amendment No. 7?
They report beneficial ownership of 132,671 shares of Common Stock, representing 9.9% of Valion Bio’s common stock, based on 1,285,626 shares outstanding as of August 24, 2026, as verified with the issuer.
What does Tumim Stone Capital, LLC report as its ownership in Valion Bio (VBIO)?
Tumim Stone Capital, LLC reports 0 shares beneficially owned and therefore a 0.00% ownership percentage of Valion Bio’s common stock in this Amendment No. 7 filing.
What reverse stock split did Valion Bio (VBIO) implement and when did it become effective?
Valion Bio implemented a 1-for-25 reverse stock split of its common stock, which became effective 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.
What is the size of the senior secured convertible note referenced in the VBIO Schedule 13D/A?
The reporting persons reference a senior secured convertible note with an original principal amount of $16,253,147.10, held by 3i, LP. Shares issuable upon conversion of this note are subject to a 9.99% beneficial ownership limitation Blocker.
AI-generated analysis. How Rhea-AI works. Not financial advice.
