3i, LP reports beneficial ownership of 9.9% of Valion Bio, representing 3,334,139 shares based on 32,140,634 common shares outstanding. The position includes 2,100,000 directly held shares and 1,234,139 shares issuable through warrants, a convertible note and preferred-stock conversions, all subject to a 9.99% beneficial ownership blocker.

Key Highlights

  • The reported Valion Bio position is based on 32,140,634 common shares outstanding as of August 24, 2026.
  • 3i, LP’s beneficial ownership includes 2,100,000 directly held common shares.
  • The remaining 1,234,139 shares may be issued through warrants, note conversions and Series B or Series C preferred stock conversions.

Valion Bio, Inc. (NASDAQ: VBIO) has a reported 9.9% beneficial ownership position from 3i, LP, representing 3,334,139 shares. The percentage is calculated against 32,140,634 common shares outstanding as of August 24, 2026. The position is reported through an amended Schedule 13D.

3i, LP’s reported ownership includes common shares held directly and additional shares issuable through several securities.

3i’s Reported Valion Bio Position

3i, LP directly holds 2,100,000 shares of Valion Bio common stock. A further 1,234,139 shares are issuable in any combination through exercises of common stock purchase warrants, conversions of a senior secured convertible note, or conversions of Series B and Series C Convertible Preferred Stock.

The Series B and Series C Convertible Preferred Stock each have a Par Value of $0.0001 per share, while Valion Bio’s common stock also carries a par value of $0.0001 per share.

The reported 3,334,139-share position therefore combines directly held common stock with securities that may produce common shares through exercise or conversion. Each applicable exercise or conversion remains subject to the 9.99% blocker.

Related Reporting Persons Listed

3i Management LLC and Maier J. Tarlow are also associated with the same 3,334,139 shares and 9.9% beneficial ownership position.

Tumim Stone Capital, LLC is listed among the reporting persons. Its reported share and percentage fields are shown as zero.

The ownership calculation for 3i Management LLC and Tarlow uses the same 32,140,634 shares of common stock outstanding as of August 24, 2026. Their beneficial ownership descriptions include 2,100,000 shares and 1,234,139 shares issuable through the warrants, note and preferred-stock conversions, subject to the blocker.

Amendment Dates and Ownership Basis

The document identifies earlier amendments dated August 11, August 14, August 19 and August 24.

The amendment was signed on August 27, 2026, by Maier J. Tarlow for 3i, LP, Tumim Stone Capital, LLC, 3i Management LLC and himself. The reported 9.9% ownership and 3,334,139 shares remain tied to the outstanding-share count verified with Valion Bio as of August 24, 2026.

Source(s)

  • https://www.sec.gov/Archives/edgar/data/1787740/000175392626001647/primary_doc.xml