Valion Bio completes $700,000 Series B preferred closing with 3i, LP

Valion Bio, Inc. reported the transaction in an 8-K filed November 9, 2026, with the earliest reported event dated November 6, 2026. On that date the company and 3i, LP entered into a letter agreement called the Fifth 3i Side Letter, under which 3i purchased 700 Series B Preferred Shares and warrants to buy 21,539 shares of common stock at an initial exercise price of $0.5182 per share, for a total purchase price of $700,000.¹

The shares and warrants were sold without registration. Valion Bio issued and sold the shares and warrants relying on an exemption under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) under that act.¹

The side letter adds registration and timing commitments. The company agreed to use commercially reasonable efforts to file a registration statement covering the common stock issuable from conversion of the shares and exercise of the warrants within 30 days of closing, to have it declared effective within 60 days of closing, and to keep it effective until 3i has sold all the covered securities or they no longer require registration.¹

The agreement also pushes back the deadline for future closings. Under the Fifth 3i Side Letter, the outside date to complete further closings under the Series B Preferred Purchase Agreement is extended to December 9, 2027.¹

This closing falls under a broader financing arrangement first established in 2025. Valion Bio and 3i, LP are parties to a Securities Purchase Agreement dated April 29, 2025, as assigned and amended as of December 9, 2025, covering the purchase and sale of up to 8,400 Series B Non-Voting Convertible Preferred Shares and related warrants, for an aggregate purchase price of up to $8,400,000 across a series of closings.¹ The 8-K was signed by Dean Zikria, identified in the filing as Interim Chief Executive Officer.