SCHEDULE: 3i LP Sells Valion Bio Shares Amid Funding Talks

3i LP has sold a substantial number of Valion Bio, Inc. shares and is in ongoing funding negotiations, signaling potential financial pressures.

Summary

• Amendment No. 3 to Schedule 13D has been filed by 3i, LP, Tumim Stone Capital, LLC, 3i Management LLC, and Maier J. Tarlow regarding Valion Bio, Inc. common stock.
• As of August 19, 2026, 3i, LP beneficially owns 2,050,200 shares, representing 9.9% of the outstanding common stock.
• This ownership includes directly held shares and shares issuable upon exercise of warrants, conversion of a convertible note, and conversion of Series B and Series C Preferred Stock, all subject to a 9.99% beneficial ownership limitation ('Blocker').
• On August 17, 2026, Valion Bio, Inc. issued 1,500 shares of Series B Preferred Stock and warrants to purchase 1,153,847 shares of Common Stock to 3i, LP for $1,500,000.
• The Issuer and 3i, LP are continuing to negotiate additional tranches of funding, but no definitive agreements are currently in place.
• During the period from August 17 to August 19, 2026, 3i, LP sold a total of 2,770,592 shares of Common Stock at prices ranging from $0.1269 to $0.1798.
• On August 17, 2026, 3i, LP acquired 3,116,164 shares of Common Stock upon conversion of Series C Preferred Stock at a conversion price of $0.39 per share.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative sentiment due to significant share sales and ongoing funding negotiations without definitive agreements, indicating potential financial strain or strategic uncertainty for Valion Bio, Inc.

Positives

• Valion Bio, Inc. secured $1,500,000 in funding on August 17, 2026, through the issuance of Series B Preferred Stock and warrants to 3i, LP.
• 3i, LP acquired 3,116,164 shares of Common Stock on August 17, 2026, through the conversion of Series C Preferred Stock.

Negatives

• 3i, LP engaged in significant sales of Valion Bio, Inc. common stock between August 17 and August 19, 2026, selling a total of 2,770,592 shares.
• The company and 3i, LP are still in negotiations for additional funding tranches, with no definitive agreements in place.
• The beneficial ownership of 3i, LP is subject to a 9.99% beneficial ownership limitation ('Blocker') on exercises of warrants and conversions of convertible notes and preferred stock.

Risks

• The ongoing negotiation for additional funding tranches indicates potential financial uncertainty for Valion Bio, Inc.
• The 9.99% beneficial ownership limitation ('Blocker') may restrict the ability of 3i, LP to fully exercise its rights or convert its holdings.
• Significant share sales by a major holder (3i, LP) could indicate a lack of confidence or a need for liquidity, potentially impacting share price.

Future Outlook

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.

Management Comments

• 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.

Industry Context

StockSavvy.ai notes that this filing reflects a common scenario in early-stage or distressed biotechnology companies where significant equity stakes are held by investment firms that also provide crucial, albeit sometimes conditional, funding. The ongoing negotiations and the presence of beneficial ownership blockers are typical of such financing arrangements.

Related Party Transactions

• On August 17, 2026, Valion Bio, Inc. entered into a letter agreement with 3i, LP, pursuant to which the Issuer issued to 3i, LP 1,500 shares of Series B Preferred Stock at $1,000 per share and Warrants to purchase 1,153,847 shares of Common Stock at an initial exercise price of $0.23708 per share for an aggregate purchase price of $1,500,000.

Stakeholder Impact

• Shareholders may experience dilution if additional preferred stock or convertible notes are issued.
• Shareholders may see downward pressure on stock price due to significant sales by a major holder (3i, LP).
• Creditors and suppliers may be concerned about the company's ongoing need for funding and potential financial instability.

Next Steps

• Continue negotiations between Valion Bio, Inc. and 3i, LP for additional funding tranches.
• Potential exercise of warrants by 3i, LP, subject to beneficial ownership limitations.
• Potential conversion of convertible note and preferred stock by 3i, LP, subject to beneficial ownership limitations.

Key Dates

Recommendation

The significant share sales by a major holder (3i, LP) coupled with the lack of definitive agreements for future funding suggest potential financial distress or a lack of confidence in the company's near-term prospects. This warrants a cautious approach, leaning towards selling until more clarity on funding and strategic direction emerges.

Keywords

Schedule 13D, Valion Bio, 3i LP, Funding, Convertible Note, Preferred Stock, Warrants, Shareholder