Valion Bio investor 3i reports 9.99% passive stake

3i, LP and related parties report a 9.99% capped economic stake in Valion Bio, now under a passive Schedule 13G following an earlier control‑oriented 13D.

Rhea-AI Filing Summary

Valion Bio, Inc. (VBIO) is the subject of an amended Schedule 13G filing in which a group of investors led by 3i, LP reports beneficial ownership of 132,671 shares of common stock, equal to 9.99% of the class based on 1,285,626 shares outstanding as of August 24, 2026.

The position consists of 90,252 shares of common stock held by 3i, LP plus up to 42,419 additional shares issuable from warrants, a senior secured convertible note, and Series B and Series C Convertible Preferred Stock, all subject to a 9.99% beneficial ownership limitation. The investors state they no longer hold VBIO securities with a purpose or effect of changing or influencing control, so their Schedule 13D has been amended back to a 13G. All share figures reflect Valion Bio’s 1-for-25 reverse stock split effective August 31, 2026.

Key Figures

Beneficially owned shares: 132,671 shares Direct common shares held by 3i, LP: 90,252 shares Shares issuable from convertibles and warrants: 42,419 shares +4 more

7 metrics

Beneficially owned shares 132,671 shares Shares of Valion Bio common stock beneficially owned by the reporting group

Direct common shares held by 3i, LP 90,252 shares Common stock directly held by 3i, LP

Shares issuable from convertibles and warrants 42,419 shares Maximum additional common shares issuable to 3i, LP subject to Blockers

Ownership percentage 9.99% Beneficial ownership of Valion Bio common stock by 3i, LP, 3i Management, and Maier J. Tarlow

Shares outstanding 1,285,626 shares Valion Bio common shares outstanding as of August 24, 2026, used for the ownership calculation

Senior secured convertible note principal $16,253,147.10 Original principal amount of the senior secured convertible note held by 3i, LP

Reverse stock split ratio 1-for-25 Reverse stock split of Valion Bio common stock effective August 31, 2026

Key Terms

beneficial ownership, Beneficial Ownership Limitation, Schedule 13D, Series B Convertible Preferred Stock, +1 more

5 terms

beneficial ownership financial

"The share amounts and ownership percentages reported are based on 1,285,626 shares of Common Stock outstanding"

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

"each of which prohibits 3i, LP from exercising the Warrants for, or converting"

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.

Schedule 13D regulatory

"the Reporting Persons filed a Schedule 13D on August 3, 2026"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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.

reverse stock split financial

"give effect to the Issuer's 1-for-25 reverse stock split effected at 12:01 a.m."

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.

FAQ

What percentage of Valion Bio (VBIO) does 3i, LP currently report owning?

The reporting group led by 3i, LP reports beneficial ownership of 9.99% of Valion Bio’s common stock, representing 132,671 shares based on 1,285,626 shares outstanding as of August 24, 2026.

How many Valion Bio (VBIO) shares does 3i, LP hold directly and through convertibles?

3i, LP directly holds 90,252 common shares and may acquire up to an additional 42,419 shares in any combination through warrants, a senior secured convertible note, and Series B and C Convertible Preferred Stock, all subject to a 9.99% beneficial ownership limitation.

Why did the Valion Bio (VBIO) investors switch from a Schedule 13D back to a 13G?

As of September 4, 2026, the reporting persons state they no longer hold Valion Bio securities with a purpose or effect of changing or influencing control, so they are now filing under Schedule 13G in accordance with Rule 13d-1(h).

What is the beneficial ownership limitation affecting VBIO’s warrants and preferred stock?

The warrants, senior secured convertible note, and Series B and C Convertible Preferred Stock held by 3i, LP each have a 9.99% Beneficial Ownership Limitation, preventing exercises or conversions that would cause the group’s beneficial ownership to exceed 9.99% of Valion Bio’s outstanding common stock.

How did Valion Bio’s reverse stock split affect the share figures in this filing?

All share and per‑share amounts give effect to Valion Bio’s 1-for-25 reverse stock split, which became effective at 12:01 a.m. Eastern Time on August 31, 2026, so reported holdings and percentages are presented on a post‑split basis.

Does Tumim Stone Capital, LLC still own any Valion Bio (VBIO) securities?

Tumim Stone Capital, LLC is listed as a reporting person but is stated to not hold or beneficially own any shares of Valion Bio in this amended Schedule 13G.

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Available on EDGAR 09/04/2026 - 08:12 PM Accepted by SEC EDGAR 09/04/2026 - 08:12 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Valion Bio, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

918942202

(CUSIP Number)

09/04/2026

(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 132,671.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 132,671.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

132,671.00

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. 2 to Statement on Schedule 13G (this ''Amendment No. 2''), such shares and percentage are based on 1,285,626 shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 90,252 shares of Common Stock directly held by 3i, LP and 42,419 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 the 3i, LP, which conversions are subject to a Blocker. Unless the context expressly dictates otherwise, all references to share and per share amounts in this Amendment No. 2 give effect to the Issuer's 1-for-25 reverse stock split effected at 12:01 a.m. Eastern Time on August 31, 2026.

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)

0.0 %

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 132,671.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 132,671.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

132,671.00

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. 2, such shares and percentage are based on 1,285,626 shares of Common Stock outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 90,252 shares of Common Stock indirectly held by the reporting person and 42,419 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 132,671.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 132,671.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

132,671.00

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. 2, such shares and percentage are based on 1,285,626 shares of Common Stock outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 90,252 shares of Common Stock indirectly held by the reporting person and 42,419 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, pursuant to which such Reporting Persons have agreed to file this Amendment No. 2 and all subsequent amendments to the Schedule 13G and this Amendment No. 2 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. 2 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. The Reporting Persons initially filed a Schedule 13G with respect to the securities of the Issuer on February 27, 2026, and amended such Schedule 13G on May 8, 2026 (as amended, the "Original Schedule 13G"). Subsequently, on July 28, 2026, the Reporting Persons' investment intent changed with respect to the securities of the Issuer and the Reporting Persons filed a Schedule 13D on August 3, 2026 in accordance with Rule 13d-1(e) of the Exchange Act (as amended on August 11, 2026, August 14, 2026, August 19, 2026, August 24, 2026, August 27, 2026, September 2, 2026 and September 3, 2026, the "Schedule 13D"). As of September 4, 2026, the Reporting Persons no longer hold securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are filing this Amendment No. 2 pursuant to Rule 13d-1(c) of the Exchange Act in accordance with Rule 13d-1(h) of the Exchange Act. This Amendment No. 2 operates as an amendment to the Schedule 13D.
(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. 2 is to operate as an amendment to the Schedule 13D and to amend and supplement the Original Schedule 13G in order to update the beneficial ownership information on the cover pages and in Item 4 in the Original Schedule 13G. 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. 2 and is incorporated herein by reference for each such Reporting Person. The share amounts and ownership percentages reported are based on 1,285,626 shares of Common Stock outstanding as of August 24, 2026, as verified with the Issuer. 3i, LP holds (i) 90,252 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 42,419 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. 3i, LP is the beneficial owner of the 132,671 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.
(b)	Percent of class: (A) 3i, LP: 9.99% (B) Tumim Stone: 0.00% (C) 3i Management: 9.99% (D) Mr. Tarlow: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (A) 3i, LP: 0.00 (B) Tumim Stone: 0.00 (C) 3i Management: 0.00 (D) Mr. Tarlow: 0.00
	(ii) Shared power to vote or to direct the vote: (A) 3i, LP: 132,671.00 (B) Tumim Stone: 0.00 (C) 3i Management: 132,671.00 (D) Mr. Tarlow: 132,671.00
	(iii) Sole power to dispose or to direct the disposition of: (A) 3i, LP: 0.00 (B) Tumim Stone: 0.00 (C) 3i Management: 0.00 (D) Mr. Tarlow: 0.00
	(iv) Shared power to dispose or to direct the disposition of: (A) 3i, LP: 132,671.00 (B) Tumim Stone: 0.00 (C) 3i Management: 132,671.00 (D) Mr. Tarlow: 132,671.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	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 Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP
Date:	09/04/2026

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:	09/04/2026

3i Management LLC

Signature:	/s/ Maier J. Tarlow
Name/Title:	Maier J. Tarlow, Manager
Date:	09/04/2026

Maier J. Tarlow

Signature:	/s/ Maier J. Tarlow
Name/Title:	Maier J. Tarlow
Date:	09/04/2026

Comments accompanying signature: 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)