SCHEDULE: 3i LP Sells Valion Bio Shares, Converts Preferred Stock

3i LP has amended its Schedule 13D filing to report recent transactions, including the sale of common stock and conversions of Series C Preferred Stock, impacting its beneficial ownership in Valion Bio, Inc.

Summary

• This filing is an amendment (Amendment No. 4) to a Schedule 13D, reporting changes in beneficial ownership of Valion Bio, Inc. common stock by 3i, LP, Tumim Stone Capital, LLC, 3i Management LLC, and Maier J. Tarlow.
• The reporting persons collectively hold 2,102,780 shares, representing 9.9% of the outstanding common stock, based on 20,913,373 shares outstanding as of August 20, 2026.
• Recent transactions include the acquisition of 2,020,404 shares upon conversion of Series C Preferred Stock on August 20, 2026, and sales of common stock by 3i, LP on August 20, 21, and 24, 2026.
• The beneficial ownership calculation includes directly held shares and shares issuable upon exercise of warrants, conversion of a senior secured convertible note, and conversion of Series B and Series C Preferred Stock, all subject to a 9.99% beneficial ownership limitation ('Blocker').

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative sentiment due to significant share sales and the ongoing nature of preferred stock and note conversions, indicating potential pressure on the stock price.

Positives

• The reporting persons continue to hold a significant stake (9.9%) in Valion Bio, Inc., indicating ongoing strategic interest.
• The conversion of Series C Preferred Stock on August 20, 2026, resulted in the acquisition of 2,020,404 shares of common stock.

Negatives

• 3i, LP sold a total of 443,361 shares of common stock between August 20 and August 24, 2026, at prices ranging from $0.1143 to $0.1763.
• The beneficial ownership is subject to a 9.99% 'Blocker' provision, limiting the ability to acquire more shares through warrant exercises or conversions.

Risks

• The 'Blocker' provision limits the reporting persons' ability to increase their stake beyond 9.99% through conversions or warrant exercises, potentially restricting future investment flexibility.
• Ongoing conversions of preferred stock and convertible notes, coupled with share sales, could indicate pressure on the stock price or a desire to reduce exposure.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. However, the ongoing conversions and the 'Blocker' provision suggest potential future adjustments to beneficial ownership.

Management Comments

• The reporting persons certify that the information set forth in this statement is true, complete and correct.
• Maier J. Tarlow is listed as the manager of 3i Management LLC, general partner of 3i, LP, and manager of Tumim Stone Capital, LLC.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are common for significant investors acquiring more than 5% of a company's stock. The details here, including preferred stock conversions and warrant exercises, are typical in early-stage or venture-backed companies where capital structures can be complex and subject to change.

Stakeholder Impact

• Shareholders may be impacted by the sales of common stock by 3i, LP, potentially affecting supply and demand dynamics.
• The ongoing conversions of preferred stock and notes could dilute existing common shareholders if not managed effectively.

Next Steps

• The reporting persons will continue to monitor their beneficial ownership in Valion Bio, Inc.
• Future amendments to Schedule 13D will be filed if further changes in beneficial ownership occur that trigger reporting requirements.

Key Dates

Recommendation

The filing indicates ongoing adjustments to beneficial ownership through conversions and sales, with a significant portion of holdings subject to a 'Blocker' provision. While the reporting persons maintain a substantial stake, the sales and conversion limitations suggest a cautious approach is warranted, making 'hold' appropriate pending further clarity on the company's strategic direction and the impact of these transactions.

Keywords

Valion Bio, Schedule 13D, Beneficial Ownership, 3i LP, Preferred Stock Conversion, Warrants, Convertible Note, Insider Trading