Valion Bio closes new tranches of Series B and Series C preferred stock sales

Valion Bio, Inc. disclosed in an 8-K dated October 26, 2026 that it completed two separate preferred stock closings with existing investors.

Under a Securities Purchase Agreement with 3i, LP originally dated April 29, 2025 and later assigned and amended as of December 9, 2025, Valion Bio and 3i agreed to the purchase and sale of up to 8,400 shares of Series B Non-Voting Convertible Preferred Stock and accompanying warrants, with total proceeds from the series of closings capped at $8,400,000.¹ Under a fourth side letter tied to that agreement, 3i agreed on October 26, 2026 to buy 50 Series B Preferred Shares and warrants to purchase 1,539 shares of common stock at an initial exercise price of $1.0092 per share, for a total of $50,000, subject to conditions in the side letter.¹ The securities were issued under an exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b).¹

Separately, under a Series C Preferred Purchase Agreement dated December 9, 2025, Valion Bio and a group of Series C Preferred Purchasers set up a facility covering up to 75,000 Series C Non-Voting Convertible Preferred Shares and related warrants, for total potential proceeds of $75,000,000 across multiple closings.¹ Before the latest side letter, those purchasers had already bought 6,000 Series C Preferred Shares and warrants for $6,000,000, with rights to buy up to an additional 31,500 shares for as much as $31,500,000 more.¹

In the new closing, the purchasers agreed to buy 4,717.73 Series C Preferred Shares plus warrants for 2,524,343 shares of common stock at $1.0092 per share, totaling $4,717,717.61, made up of $3,217,717.61 retained by the purchasers to cover overdue cash true-up payments and $1,500,000 paid in cash.¹ These securities were also issued under the same registration exemptions cited above.