Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Valion Bio, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
888705308 (CUSIP Number) |
Maier J. Tarlow 2 Wooster Street, 2nd Floor, New York, NY, 10013 (646) 845-0040 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/17/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 888705308 |
| 1 |
Name of reporting person
3i, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,050,200.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
As more fully described in Item 5 of this Amendment No. 3 (as defined in Item 1 below), such shares and percentage are based on 18,892,969 shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the definitive proxy statement filed by the Issuer with the U.S. Securities and Exchange Commission ("SEC") on July 17, 2026 (the "Proxy Statement"), (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock (as defined below), (c) 846,666 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (d) 9,260,042 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series C Preferred Stock (as defined below), (e) 1,262,733 shares of Common Stock issued to 3i, LP on August 13, 2026 pursuant to conversion of certain shares of Series C Preferred Stock, and (f) 3,116,164 shares of Common Stock issued to 3i, LP on August 17, 2026 pursuant to conversion of certain shares of Series C Preferred Stock. Beneficial ownership consists of 420,641 shares of Common Stock directly held by 3i, LP and 1,629,559 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.
SCHEDULE 13D
|
| CUSIP No. | 888705308 |
| 1 |
Name of reporting person
Tumim Stone Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 888705308 |
| 1 |
Name of reporting person
3i Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,050,200.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
As more fully described in Item 5 of this Amendment No. 3, such shares and percentage are based on 18,892,969 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (c) 846,666 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (d) 9,260,042 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series C Preferred Stock, (e) 1,262,733 shares of Common Stock issued to 3i, LP on August 13, 2026 pursuant to conversions of certain shares of Series C Preferred Stock and (f) 3,116,164 shares of Common Stock issued to 3i, LP on August 17, 2026 pursuant to conversions of certain shares of Series C Preferred Stock. Beneficial ownership consists of 420,641 shares of Common Stock indirectly held by the reporting person and 1,629,559 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 13D
|
| CUSIP No. | 888705308 |
| 1 |
Name of reporting person
Maier J. Tarlow | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,050,200.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
As more fully described in Item 5 of this Amendment No. 3, such shares and percentage are based on 18,892,969 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (c) 846,666 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (d) 9,260,042 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series C Preferred Stock, (e) 1,262,733 shares of Common Stock issued to 3i, LP on August 13, 2026 pursuant to conversions of certain shares of Series C Preferred Stock and (f) 3,116,164 shares of Common Stock issued to 3i, LP on August 17, 2026 pursuant to conversions of certain shares of Series C Preferred Stock. Beneficial ownership consists of 420,641 shares of Common Stock indirectly held by the reporting person and 1,629,559 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 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Valion Bio, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1305 E. Houston Street, Building 1, Suite 311, San Antonio,
TEXAS
, 78205. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") relates to the common stock, par value $0.0001 per share (the "Common Stock") of Valion Bio, Inc., a Delaware corporation (the "Issuer"), and amends the Schedule 13D filed on August 3, 2026, as amended by Amendment No. 1 filed on August 11, 2026 and Amendment No. 2 filed on August 14, 2026 (as amended, the "Original Schedule 13D") by (a) 3i, LP, (b) Tumim Stone Capital, LLC ("Tumim Stone"), (c) 3i Management LLC ("3i Management") and (d) Maier J. Tarlow ("Mr. Tarlow" and, together with 3i, LP, 3i Management and Tumim Stone, the "Reporting Persons") as set forth herein. | ||
| Item 2. | Identity and Background | |
| (a) | This Item 2(a) is not being amended by this Amendment No. 3. | |
| (b) | This Item 2(b) is not being amended by this Amendment No. 3. | |
| (c) | This Item 2(c) is not being amended by this Amendment No. 3. | |
| (d) | This Item 2(d) is not being amended by this Amendment No. 3. | |
| (e) | This Item 2(e) is not being amended by this Amendment No. 3. | |
| (f) | This Item 2(f) is not being amended by this Amendment No. 3. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Item 3 is not being amended by this Amendment No. 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended to add the following paragraph at the end thereof: On August 17, 2026, the Issuer and 3i, LP entered into a letter agreement (the "Letter Agreement"), pursuant to which the Issuer issued to 3i, LP 1,500 shares of Series B Preferred Stock at $1,000 per share and (b) Warrants to purchase 1,153,847 shares of Common Stock at an initial exercise price of $0.23708 per share for no additional consideration, for an aggregate purchase price of $1,500,000. The Issuer and 3i, LP are continuing to negotiate in good faith additional tranches of funding but there are no definitive agreements or understandings that are currently in place between the parties. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows: See rows (11) and (13) of the cover pages to this statement for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons. The shares and percentages are based on 18,892,969 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (c) 846,666 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (d) 9,260,042 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series C Preferred Stock, (e) 1,262,733 shares of Common Stock issued to 3i, LP on August 13, 2026 pursuant to conversions of certain shares of Series C Preferred Stock and (f) 3,116,164 shares of Common Stock issued to 3i, LP on August 17, 2026 pursuant to conversions of certain shares of Series C Preferred Stock. | |
| (b) | This Item 5(b) is not being amended by this Amendment No. 3. | |
| (c) | This Item 5(c) is hereby amended to add the transactions set forth in Exhibit 6 attached herein. | |
| (d) | This Item 5(d) is not being amended by this Amendment No. 3. | |
| (e) | This Item 5(e) is not being amended by this Amendment No. 3. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
This Item 6 is not being amended by this Amendment No. 3. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended to add the following exhibits: Exhibit 6: Additional Transactions Exhibit 7: Letter Agreement between the Issuer and 3i, LP, dated August 17, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on August 17, 2026) | ||
| 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.
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