3i group holds sub-10% Valion Bio (VBIO) stake with warrants, note
Rhea-AI Filing Summary
Valion Bio, Inc. (VBIO) is the subject of this Amendment No. 5 to a Schedule 13D, updating the ownership position of investment entities led by 3i, LP and related reporting persons. They report beneficial ownership of 3,334,139 shares of common stock, representing 9.9% of Valion Bio’s common stock outstanding as of August 24, 2026.
The position includes 2,100,000 shares of common stock currently held and 1,234,139 shares issuable upon exercises or conversions of warrants, a senior secured convertible note, and Series B and Series C Convertible Preferred Stock, all subject to a 9.99% beneficial ownership limitation (Blocker). Tumim Stone Capital, LLC now reports 0 beneficial ownership. The amendment also adds Exhibit 9 listing additional transactions.
Positive
- None.
Negative
- None.
Key Figures
Shares of Common Stock outstanding: 32,140,634 shares
Shares beneficially owned by 3i, LP and related reporting persons: 3,334,139 shares
Percent of class beneficially owned: 9.9%
+5 more
8 metrics
Shares of Common Stock outstanding
32,140,634 shares
Outstanding as of August 24, 2026, as verified with Valion Bio, Inc.
Shares beneficially owned by 3i, LP and related reporting persons
3,334,139 shares
Aggregate beneficial ownership reported in Amendment No. 5
Percent of class beneficially owned
9.9%
Percentage of Valion Bio common stock represented by 3,334,139 shares
Shares of Common Stock directly held by 3i, LP
2,100,000 shares
Portion of beneficial ownership held as common stock, not on conversion or exercise
Shares issuable from warrants, note, and preferred stock
1,234,139 shares
Common stock issuable upon exercises or conversions, subject to a 9.99% Blocker
Original principal amount of senior secured convertible note
$16,253,147.10
Convertible into Valion Bio common stock, conversions subject to a Blocker
Beneficial ownership of Tumim Stone Capital, LLC
0 shares; 0.00%
No sole or shared voting or dispositive power reported
Beneficial ownership limitation (Blocker)
9.99%
Caps exercises or conversions of warrants, note, Series B and Series C Preferred Stock
Key Terms
beneficial ownership, beneficial ownership limitation, Blocker, senior secured convertible note, +2 more
6 terms
beneficial ownership financial
"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.
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 exercises are subject to a 9.99% beneficial ownership limitation provision (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
"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.
FAQ
What percentage of Valion Bio, Inc. (VBIO) does the 3i group currently beneficially own?
The reporting persons led by 3i, LP report beneficial ownership of 3,334,139 shares of Valion Bio, Inc. common stock, representing 9.9% of the class based on 32,140,634 shares outstanding as of August 24, 2026, as verified with the company.
What is Tumim Stone Capital, LLC’s current ownership in Valion Bio (VBIO)?
Tumim Stone Capital, LLC reports 0 shares of Valion Bio common stock beneficially owned, corresponding to 0.00% of the outstanding class, with no sole or shared voting or dispositive power reported in this amendment.
What convertible and warrant securities linked to Valion Bio (VBIO) are held by the 3i group?
The 3i group’s beneficial ownership includes shares issuable upon (i) exercises of certain common stock purchase warrants, (ii) conversions of a senior secured convertible note with original principal of $16,253,147.10, and (iii) conversions of Series B and Series C Convertible Preferred Stock, each subject to a 9.99% Blocker.
What change does this Amendment No. 5 to the Valion Bio (VBIO) Schedule 13D make?
Amendment No. 5 updates Item 5(a) to restate the 3,334,139 shares and 9.9% ownership based on 32,140,634 shares outstanding, notes Tumim Stone’s 0 ownership, and revises Item 5(c) and Item 7 to add Exhibit 9: Additional Transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
