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Valion Bio, Inc. (VBIO) is the issuer in an amended ownership report in which 3i, LP reported beneficial ownership of 137,282 common shares, or 9.99%. 3i Management LLC and Maier J. Tarlow, manager of 3i Management, also reported shared voting and dispositive power over those same shares; Tumim Stone Capital, LLC reported no beneficial ownership. The reported percentage is based on 1,285,731 common shares outstanding as of September 15, 2026.
Key Figures
Beneficial ownership:137,282 sharesCommon shares held directly:48,813 sharesCommon shares issuable:88,469 shares+3 more
6 metrics
Beneficial ownership137,282 sharesReported by 3i, LP; 9.99% of the class
Common shares held directly48,813 sharesHeld directly by 3i, LP
Common shares issuable88,469 sharesIn any combination upon warrant exercises and conversions, subject to blockers
Common shares outstanding1,285,731 sharesAs of September 15, 2026; basis for the reported ownership percentages
Senior secured convertible note principal$16,253,147.10Original principal amount of the note held by 3i, LP
Tumim Stone beneficial ownership0 sharesReported by Tumim Stone Capital, LLC
Key Terms
Blocker, senior secured convertible note, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, +1 more
5 terms
Blockerregulatory
"9.99% beneficial ownership limitation provision"
senior secured convertible notefinancial
"the Note held directly by 3i, LP"
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 Stockfinancial
"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 Stockfinancial
"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.
shared dispositive powerregulatory
"Shared Dispositive Power 137,282.00"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many VBIO shares did 3i, LP report beneficially owning?
3i, LP reported beneficial ownership of 137,282 shares of Valion Bio common stock, or 9.99% of the class. The reported percentage uses 1,285,731 shares outstanding as of September 15, 2026.
How does the 9.99% ownership blocker affect 3i, LP’s VBIO securities?
The blocker prevents exercise of the warrants or conversion of the note and Series B and Series C preferred stock into common stock if the transaction would cause 3i, LP, together with its affiliates and any persons acting as a group with them, to beneficially own more than 9.99% of common stock outstanding immediately after the transaction.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Valion Bio, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
918942202
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
918942202
1
Names of Reporting Persons
3i, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
137,282.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
137,282.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
137,282.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 3 to Statement on Schedule 13G (this ''Amendment No. 3''), such shares and percentage are based on 1,285,731 shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") outstanding as of September 15, 2026, as disclosed in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the "SEC") on October 16, 2026 (the "Proxy Statement"). Beneficial ownership consists of 48,813 shares of Common Stock directly held by 3i, LP and 88,469 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 3i, LP, which conversions are subject to a Blocker.
SCHEDULE 13G
CUSIP Number(s):
918942202
1
Names of Reporting Persons
Tumim Stone Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
918942202
1
Names of Reporting Persons
3i Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
137,282.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
137,282.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
137,282.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 3, such shares and percentage are based on 1,285,731 shares of Common Stock outstanding as of September 15, 2026, as disclosed in the Proxy Statement. Beneficial ownership consists of 48,813 shares of Common Stock indirectly held by the reporting person and 88,469 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 13G
CUSIP Number(s):
918942202
1
Names of Reporting Persons
Maier J. Tarlow
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
137,282.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
137,282.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
137,282.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 3, such shares and percentage are based on 1,285,731 shares of Common Stock outstanding as of September 15, 2026, as disclosed in the Proxy Statement. Beneficial ownership consists of 48,813 shares of Common Stock indirectly held by the reporting person and 88,469 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 13G
Item 1.
(a)
Name of issuer:
Valion Bio, Inc.
(b)
Address of issuer's principal executive offices:
1305 E. Houston Street, Building 1, Suite 311, San Antonio, TX 78205
Item 2.
(a)
Name of person filing:
(i) 3i, LP, a Delaware limited partnership;
(ii) Tumim Stone Capital, LLC, a Delaware limited liability company ("Tumim Stone");
(iii) 3i Management LLC, a Delaware limited liability company ("3i Management"); and
(iv) Maier J. Tarlow ("Mr. Tarlow").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the SEC on February 27, 2026 (the "Schedule 13G"), pursuant to which such Reporting Persons have agreed to file this Amendment No. 3 and all subsequent amendments to the Schedule 13G, as amended by Amendment No. 1 to Schedule 13G filed by the Reporting Persons with the SEC on May 8, 2026 ("Amendment No. 1"), as amended by Amendment No. 2 to Schedule 13G filed by the Reporting Persons with the SEC on September 4, 2026 ("Amendment No. 2" and, together with Amendment No. 1, the "Amendments") and this Amendment No. 3 jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The filing of this Amendment No. 3 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
(c)
Citizenship:
3i, LP is a Delaware limited partnership. Tumim Stone is a Delaware limited liability company. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
918942202
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The purpose of this Amendment No. 3 is to amend and supplement the Schedule 13G and the Amendments in order to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G and the Amendments. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 3 and is incorporated herein by reference for each such Reporting Person. The share amounts and ownership percentages reported are based on 1,285,731 shares of Common Stock outstanding as of September 15, 2026, as disclosed in the Proxy Statement.
3i, LP holds (i) 48,813 shares of Common Stock, (ii) Warrants exercisable for certain shares of Common Stock, which exercises are subject to a Blocker, (iii) the Note, which conversions are subject to a Blocker, (iv) certain shares of Series B Preferred Stock, which conversions are subject to a Blocker, and (v) certain shares of Series C Preferred Stock, which conversions are subject to a Blocker. Tumim Stone does not hold or beneficially own any shares of the Issuer. Due to the interaction between the Blockers in each of the Warrants, the Note, the Series B Certificate of Designation and the Series C Certificate of Designation, 3i, LP may exercise the Warrants for and/or convert the Note, the shares of Series B Preferred Stock and the shares of Series C Preferred Stock into, in any combination, an aggregate of 88,469 shares of Common Stock as a result of the triggering of the applicable Blockers, each of which prohibits 3i, LP from exercising the Warrants for, or converting the Note, the shares of Series B Preferred Stock and the shares of Series C Preferred Stock into, shares of Common Stock if, as a result of such exercise or conversion, 3i, LP, together with its affiliates and any persons acting as a group together with 3i, LP or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise or conversion.
Consequently, 3i, LP is the beneficial owner of the 137,282 shares of Common Stock and has the power to dispose of and the power to vote such shares, which power may be exercised by 3i Management, the general partner of 3i, LP. 3i Management is the manager of Tumim Stone. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the shares beneficially owned by each of 3i, LP, Tumim Stone and 3i Management. Mr. Tarlow does not directly own any shares of the Issuer. By reason of the provisions of Rule 13d-3 of the Exchange Act, Mr. Tarlow may be deemed to beneficially own the shares beneficially owned by 3i, LP, Tumim Stone and 3i Management, and 3i Management may be deemed to beneficially own the shares beneficially owned by 3i, LP and Tumim Stone.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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:
11/12/2026
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:
11/12/2026
3i Management LLC
Signature:
/s/ Maier J. Tarlow
Name/Title:
Maier J. Tarlow, Manager
Date:
11/12/2026
Maier J. Tarlow
Signature:
/s/ Maier J. Tarlow
Name/Title:
Maier J. Tarlow
Date:
11/12/2026
Exhibit Information
LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated February 27, 2026 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on February 27, 2026)
