SCHEDULE: 3i LP Adjusts Valion Bio Stake, Files Amended Schedule 13G

3i, LP and associated entities have filed an amended Schedule 13G for Valion Bio, Inc., reporting a 9.9% beneficial ownership stake after previously filing a Schedule 13D, indicating a shift away from control-influencing intentions.

Summary

• This filing is an amendment to a Schedule 13G for Valion Bio, Inc., reporting beneficial ownership by 3i, LP, Tumim Stone Capital, LLC, 3i Management LLC, and Maier J. Tarlow.
• The reporting persons collectively hold 132,671 shares of Valion Bio's common stock, representing 9.9% of the outstanding shares as of August 24, 2026.
• This percentage is based on 1,285,626 shares of common stock outstanding, adjusted for a 1-for-25 reverse stock split effective August 31, 2026.
• Beneficial ownership includes directly held shares, shares issuable upon exercise of warrants, conversion of a convertible note, and conversion of Series B and Series C Convertible Preferred Stock.
• The reporting persons have entered into a Joint Filing Agreement and are filing this amendment to reflect that their investment intent is no longer to change or influence control of the issuer.
• Tumim Stone Capital, LLC does not directly hold or beneficially own any shares of the issuer.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as neutral to slightly negative, primarily due to the shift from a Schedule 13G to a Schedule 13D and back, indicating a change in investment intent that may suggest uncertainty or strategic adjustments by the reporting persons.

Positives

• The reporting persons have clarified their investment intent, moving away from any purpose or effect of changing or influencing control of Valion Bio, Inc.
• The filing confirms a significant stake of 9.9% in Valion Bio, Inc., indicating continued investor interest.

Negatives

• The prior filing of a Schedule 13D and subsequent amendment suggests a period of evolving investment strategy or potential uncertainty regarding control intentions.
• The beneficial ownership is complex, involving warrants, convertible notes, and preferred stock, with a 'Blocker' provision limiting ownership to 9.99% upon exercise or conversion.

Risks

• The 'Blocker' provision limits the ability to acquire more shares, capping beneficial ownership at 9.99% of outstanding common stock.
• The shift from a Schedule 13D back to a Schedule 13G could indicate a change in strategic outlook or a need to adjust reporting requirements based on evolving circumstances.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from management regarding future performance. It primarily focuses on reporting current beneficial ownership and investment intent.

Management Comments

• The filing states that the reporting persons no longer hold securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.
• The reporting persons have entered into a Joint Filing Agreement to file this Amendment No. 2 and all subsequent amendments jointly.

Industry Context

StockSavvy.ai notes that the shift from a Schedule 13D (indicating control intentions) back to a Schedule 13G (passive investment) is a significant event for an investor. This often occurs when an investor's strategy evolves, or when they have reached a threshold where their holdings are no longer considered to be for the purpose of influencing control, especially in the biotechnology sector where capital structures can be complex and subject to frequent changes.

Stakeholder Impact

• Shareholders: The clarification of investment intent may reduce uncertainty regarding potential control changes, potentially stabilizing market perception.
• Management: The filing confirms that the reporting persons are not actively seeking to influence control, allowing management to focus on operational execution.

Next Steps

• The reporting persons will continue to file amendments to the Schedule 13G as required by SEC regulations.
• The company, Valion Bio, Inc., will continue its operations, with the reporting persons acting as passive investors as per this filing.

Key Dates

Keywords

Valion Bio, 3i LP, Schedule 13G, Beneficial Ownership, Convertible Note, Warrants, Preferred Stock, Investment Intent