Valion Bio, Inc. filed a Form 8-K on November 9, 2026, reporting that on November 6, 2026, it completed a closing under its Series B Non-Voting Convertible Preferred Stock purchase agreement with 3i, LP, raising $700,000 through the issuance of preferred shares and warrants.

Key Highlights

  • Closing amount: Valion Bio raised $700,000 from 3i, LP in the November 6, 2026 closing.
  • Shares issued: The company issued 700 Series B Non-Voting Convertible Preferred Shares to 3i in this closing.
  • Warrants issued: Series B Warrants to purchase 21,539 shares of Common Stock were issued at an initial exercise price of $0.5182 per share.
  • Overall program size: The Series B Preferred Purchase Agreement covers up to 8,400 preferred shares for an aggregate purchase price of up to $8,400,000 across a series of closings.
  • Extended deadline: The outside date to effect any closings under the Series B Preferred Purchase Agreement was extended to December 9, 2027.
  • Registration commitment: The company agreed to use commercially reasonable efforts to file a registration statement covering shares issuable upon conversion and exercise within 30 days of the closing, with effectiveness targeted within 60 days.
  • Exemption relied upon: The securities were issued in reliance on Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) promulgated thereunder.

Valion Bio's Fifth Side Letter With 3i Closes $700,000 Preferred Tranche

According to the filing, Valion Bio, Inc. (NASDAQ:VBIO) and 3i, LP are parties to a Securities Purchase Agreement originally dated April 29, 2025, and subsequently assigned and amended as of December 9, 2025. That agreement governs the purchase and sale of up to 8,400 Series B Non-Voting Convertible Preferred Shares and accompanying Series B Warrants for an aggregate purchase price of up to $8,400,000. The November 6, 2026 transaction represents one closing in that multi-tranche structure.

The filing states that on November 6, 2026, the company and 3i entered into a letter agreement designated the "Fifth 3i Side Letter." Under that agreement, 3i purchased 700 Series B Preferred Shares and Series B Warrants to purchase 21,539 shares of Common Stock at an initial exercise price of $0.5182 per share, for an aggregate purchase price of $700,000. The company disclosed that the securities were issued without registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) thereunder.

The Fifth 3i Side Letter also establishes registration obligations for the company. According to the filing, Valion Bio agreed to use commercially reasonable efforts to file a registration statement with the SEC covering the maximum number of shares of Common Stock issuable upon conversion of the closing preferred shares and exercise of the closing warrants no later than 30 days after the closing, to cause the registration statement to be declared effective no later than 60 days after the closing, and to maintain its effectiveness until 3i has sold all covered securities or they otherwise cease to require registration. Additionally, the filing reports that the outside date to effect any closings under the Series B Preferred Purchase Agreement was extended to December 9, 2027. The 8-K was signed by Dean Zikria, Interim Chief Executive Officer.

What Was Disclosed

Valion Bio reported the fifth closing under its Series B preferred stock facility with 3i, LP, issuing 700 preferred shares and warrants for 21,539 common shares at $0.5182 per share in exchange for $700,000, and extending the facility's outside closing date to December 9, 2027.