3i, LP beneficially owns 9.9% of Valion Bio, equal to 3,334,139 shares based on 32,140,634 shares outstanding. The position includes 2,100,000 shares held directly and 1,234,139 shares issuable through warrants, a convertible note and Series B and Series C preferred stock, subject to a 9.99% blocker.

Key Highlights

  • 3i, LP’s reported beneficial ownership equals 9.9% of Valion Bio’s common stock.
  • 3i, LP directly holds 2,100,000 shares of Valion Bio common stock.
  • An additional 1,234,139 shares are issuable through warrants or conversions involving Valion Bio’s securities.

Valion Bio, Inc. (NASDAQ: VBIO) has a reported 9.9% beneficial ownership position held by 3i, LP, representing 3,334,139 shares of common stock. The Schedule 13D identifies the filing as an activist filing.

3i’s 9.9% Position

3i, LP directly holds 2,100,000 shares of Valion Bio common stock. A further 1,234,139 shares are issuable through exercises of warrants or conversions involving the company’s securities.

The instruments tied to that potential share issuance include a senior secured convertible note, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock.

3i Management LLC and Maier J. Tarlow are also associated with the same reported 3,334,139-share position and 9.9% ownership percentage. Tarlow is identified as the manager of 3i Management LLC, which is the general partner of 3i, LP.

Ownership Basis Set at August 24

The percentage calculation uses Valion Bio’s 32,140,634 outstanding common shares as of August 24, 2026. The common stock carries a Par Value of $0.0001 per share.

The ownership schedule lists 3i, LP with 3,334,139 beneficially owned shares. The same total is attributed through 3i Management LLC and Maier J. Tarlow, while Tumim Stone Capital, LLC is listed with zero beneficial ownership.

The position therefore combines directly held common stock with securities that may become common stock through Warrant exercises or conversions. The reported ownership remains subject to the 9.99% blocker attached to those transactions.

Amendment Signed August 27

The current amendment restates the ownership information for 3i, LP, Tumim Stone Capital, LLC, 3i Management LLC and Maier J. Tarlow. The amendment relates to Valion Bio common stock and updates the ownership section of the earlier Schedule 13D.

The underlying Schedule 13D was filed on August 3, 2026, with amendments dated August 11, August 14, August 19 and August 24. The latest amendment was signed on August 27, 2026, by the reporting persons.

The reported ownership figure remains 3,334,139 shares, equal to 9.9% of Valion Bio’s common stock.

Source(s)

  • https://www.sec.gov/Archives/edgar/data/1787740/000175392626001647/primary_doc.xml