Valion Bio sells additional Series B preferred shares and warrants to 3i, LP

Valion Bio, Inc. disclosed in an 8-K filing that on October 7, 2026, the company and investor 3i, LP entered into a letter agreement described as the "Third Side Letter," which amends their existing financing arrangement. Under this agreement, 3i agreed to purchase and Valion Bio agreed to issue 50 Series B Preferred Shares along with warrants to purchase 1,539 shares of common stock, priced at $2.5520 per share, totaling $50,000, contingent on conditions in the letter being met or waived at closing.¹

This transaction falls under a broader Series B Preferred Purchase Agreement between the two parties. That agreement, originally dated April 29, 2025 and later assigned and amended as of December 9, 2025, covers the potential sale of up to 8,400 Series B Non-Voting Convertible Preferred Shares and accompanying warrants, with a total possible purchase price of $8,400,000 spread across multiple closings.¹

The newly issued securities were not registered with the SEC. Instead, they qualify for an exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of that act.¹

Full terms of the arrangement are laid out in an exhibit attached to the filing. The company noted that its summary of the Third Side Letter is not exhaustive and should be read alongside the complete text, filed as Exhibit 10.1 to the report.¹

The 8-K was signed on October 8, 2026 by Dean Zikria, identified in the filing as Valion Bio's Interim Chief Executive Officer.