Valion Bio, Inc. filed a current report on October 27, 2026, disclosing two separate preferred stock closings executed on October 26, 2026, under existing securities purchase agreements with investor 3i, LP and a group of Series C purchasers.

Key Highlights

  • Series B closing: 3i, LP agreed to purchase 50 Series B Non-Voting Convertible Preferred Shares and warrants to purchase 1,539 shares of common stock at an initial exercise price of $1.0092 per share, for an aggregate purchase price of $50,000.
  • Series C closing: Purchasers agreed to acquire 4,717.73 Series C Non-Voting Convertible Preferred Shares and warrants to purchase 2,524,343 shares of common stock at an initial exercise price of $1.0092 per share, for an aggregate purchase price of $4,717,717.61.
  • Series C payment structure: Of the $4,717,717.61 aggregate price, $3,217,717.61 was to be retained by the Purchasers to satisfy overdue cash true-up payments, with $1,500,000 paid in immediately available funds by wire transfer.
  • Exemption from registration: Both issuances were made under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) promulgated thereunder.
  • Series B program capacity: The existing Series B Preferred Purchase Agreement covers up to 8,400 shares and an aggregate purchase price of up to $8,400,000 across a series of closings.
  • Series C program capacity: The Series C Preferred Purchase Agreement covers up to 75,000 shares for an aggregate purchase price of up to $75,000,000 across a series of closings.

Valion Bio Issues Preferred Shares and Warrants Under Two Agreements on October 26, 2026

Valion Bio, Inc. (NASDAQ:VBIO), a Delaware corporation headquartered in San Antonio, Texas, disclosed two concurrent preferred stock closings that took place on October 26, 2026. The first closing arose from the Fourth 3i Side Letter, a letter agreement between the company and 3i, LP, under the previously established Series B Non-Voting Convertible Preferred Stock purchase program. According to the filing, the Series B Preferred Purchase Agreement was originally dated April 29, 2025, and was subsequently assigned and amended as of December 9, 2025. The fourth closing under that arrangement involved 50 Series B Preferred Shares and accompanying warrants, all for $50,000.

The second closing involved the company's Series C Non-Voting Convertible Preferred Stock program, established under a Securities Purchase Agreement dated December 9, 2025. The filing states that, before the October 26, 2026 transaction, certain purchasers had already acquired 6,000 Series C Preferred Shares and corresponding warrants for $6,000,000, and retained the right to purchase up to an additional 31,500 Series C Preferred Shares for up to $31,500,000. Under the Side Letter executed on October 26, 2026, the purchasers agreed to acquire 4,717.73 additional Series C Preferred Shares along with warrants to purchase 2,524,343 shares of common stock. The company noted that the Series C Warrants carry an initial exercise price equal to the Fixed Conversion Price as defined in the Series C Certificate of Designation.

The filing was signed by Lisa Wolf, Chief Financial Officer and Chief Operating Officer of Valion Bio, Inc. The filing notes that it contains forward-looking statements involving "known and unknown risks, uncertainties and other factors" and that actual results may differ materially from those expressed or implied by such statements.

What Was Disclosed

Valion Bio disclosed two unregistered preferred stock closings on October 26, 2026, one with 3i, LP under the Series B program for $50,000 and one with Series C purchasers for $4,717,717.61, both including accompanying common stock warrants at $1.0092 per share.