Valion Bio依既有Series B协议向3i增发5万美元优先股及认股权证

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date
of earliest event reported):
October 7, 2026
Valion
Bio, Inc.
(Exact name of Registrant as Specified in Its
Charter)
Delaware
001-41052
81-4016391
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1305 E. Houston Street,
Building 1, Suite 311
San Antonio
,
Texas
78205
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code:
888
276-6888
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
VBIO
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry into a Material Definitive
Agreement.
Valion Bio, Inc., a Delaware corporation (the
“Company”), and 3i, LP (“3i”) are parties to that certain Securities Purchase Agreement, dated as of April 29,
2025 (as assigned and amended as of December 9, 2025, the “Series B Preferred Purchase Agreement”), with respect to the purchase
and sale of (a) up to 8,400 shares of the Company’s Series B Non-Voting Convertible Preferred Stock (“Series B Preferred Shares”)
and (b) warrants (“Series B Warrants”) to purchase a number of shares of common stock, par value $0.0001 per share, of the
Company (the “Common Stock”) at an initial exercise price per share determined pursuant to Section 2.2 of the Series B Preferred
Purchase Agreement, for an aggregate purchase price of up to $8,400,000 in a series of closings.
On October 7, 2026, the Company and 3i entered
into a letter agreement (the “Third Side Letter”), pursuant to which 3i agreed to purchase, and the Company agreed to issue
to 3i, (a) 50 Series B Preferred Shares and (b) Series B Warrants to purchase 1,539 shares of Common Stock at an initial exercise price
of $2.5520 per share, for an aggregate purchase price of $50,000, subject to the satisfaction or waiver by 3i of the conditions set forth
in the Third Side Letter, at the closing. Such securities were issued under an exemption from registration pursuant to Section 4(a)(2)
of the Securities Act of 1933, as amended, and/or Rule 506(b) promulgated thereunder.
The foregoing description of the Third Side Letter
does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Side Letter filed as Exhibit
10.1 to this Current Report, which is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is hereby
incorporated by reference into this Item 3.02.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Letter Agreement between the Company and 3i, LP, dated October 7, 2026
.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
Forward-Looking Statements
This Current Report contains certain forward-looking
statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,”
“estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are
intended to identify such forward-looking statements.
Forward-looking statements in this Current Report
or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission (the “SEC”),
reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown
risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ
from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements.
Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations.
These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the SEC, each of which
could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance
or achievements may differ materially from those expressed or implied by such forward-looking statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VALION BIO, INC.
Date:
October 8, 2026
By:
/s/ Dean Zikria
Name: Dean Zikria
Title: Interim Chief Executive Officer
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EX-10.1
2
valion_ex1001.htm
LETTER AGREEMENT BETWEEN THE COMPANY AND 3I, LP
Exhibit 10.1
October 7, 2026
3i, LP
2 Wooster Street, 2nd Floor
New York, NY 10013
Attention: Maier J. Tarlow
Re:
Third Side Letter — Closing under Series B Preferred Purchase Agreement
Dear Mr. Tarlow:
This letter agreement (this
“Letter Agreement”) is entered into as of the date first written above, by and between Valion Bio, Inc., a Delaware corporation
(the “Company”), and 3i, LP, a Delaware limited partnership (the “Purchaser”).
The Company and the Purchaser
are party to that certain Securities Purchase Agreement, dated April 29, 2025 (as assigned and amended as of December 9, 2025, the “Series
B Preferred Purchase Agreement”), with respect to the purchase and sale of up to 8,400 shares of the Company’s Series B Non-Voting
Convertible Preferred Stock (“Series B Preferred Shares”) and warrants (“Series B Warrants”) to purchase shares
of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at an initial exercise price determined
pursuant to Section 2.2 of the Series B Preferred Purchase Agreement, for an aggregate purchase price of up to $8,400,000 in a series
of closings. As of the date hereof, the Purchaser has the option, but not the obligation, to purchase up to 1,650 Series B Preferred Shares
and corresponding Series B Warrants for an aggregate purchase price of up to $1,650,000.
The Company, the Purchaser
and certain other purchasers are party to that certain Securities Purchase Agreement, dated as of December 9, 2025 (the “Series
C Preferred Purchase Agreement”), with respect to the purchase and sale of (a) up to 75,000 shares of the Company’s Series
C Non-Voting Convertible Preferred Stock (“Series C Preferred Shares”) and (b) warrants (“Series C Warrants”)
to purchase a number of shares of Common Stock calculated pursuant to Section 2.2 of the Series C Preferred Purchase Agreement at an initial
exercise price per share equal to the Fixed Conversion Price, as defined in the Certificate of Designation of Preferences, Rights and
Limitations of the Series C Preferred Shares (the “Series C Certificate of Designation”), for an aggregate purchase price
of up to $75,000,000 in a series of closings. As of the date hereof, the Purchaser has purchased 13,637 Series C Preferred Shares and
corresponding Series C Warrants for an aggregate purchase price of $13,637,000, and has the right, subject to the terms and conditions
set forth in the Series C Preferred Purchase Agreement, to purchase up to an additional 23,863 Series C Preferred Shares and corresponding
Series C Warrants for an aggregate purchase price of up to $23,863,000.
The Company and the Purchaser
are also party to that certain Securities Purchase Agreement, dated as of December 9, 2025, pursuant to which the Company issued to the
Purchaser a Senior Secured Convertible Note in the original principal amount of $16,253,147.10 (the “Note”) and a warrant
to purchase 182,129 shares of Common Stock (the “Note Warrant”).
Capitalized terms not defined
herein shall have the meanings assigned thereto in the Series C Preferred Purchase Agreement.
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The Company and the Purchaser
hereby agree as follows:
1.
Closing
. The Purchaser
agrees, upon the satisfaction of the conditions set forth in Section 2, to purchase from the Company, and the Company agrees to issue
to the Purchaser, in a closing (the “Closing”), (a) 50 Series B Preferred Shares (the “Closing Series B Shares”)
and (b) Series B Warrants to purchase 1,539 shares of Common Stock at an initial exercise price of $2.5520 per share (the “Closing
Series B Warrants”), for an aggregate purchase price of $50,000 (the “Closing Purchase Price”), subject to the satisfaction
or waiver by the Purchaser of each of the conditions set forth in Section 2. At the Closing, the Purchaser shall pay the Closing Purchase
Price to the Company in immediately available funds by wire transfer.
2.
Closing Conditions
.
The obligations of the Purchaser hereunder in connection with the Closing are subject to each of the following conditions being satisfied
or waived by the Purchaser prior to or at the Closing:
(a) Each of the conditions
set forth in Sections 2.3(b) and 2.3(h) of the Series B Preferred Purchase Agreement shall have been satisfied or waived by the Purchaser.
(b) The Purchaser shall have
received the Closing Series B Shares and the Closing Series B Warrants.
(c) The Purchaser shall have
received each of the following deliverables required pursuant to Section 2.3(l) of the Series B Preferred Purchase Agreement:
(i) a certificate
evidencing the Closing Series B Shares;
(ii) the Closing
Series B Warrants, duly executed by the Company; and
(iii) all other
documents, instruments and writings required to be delivered by the Company to the Purchaser on or before the Closing pursuant to the
Series B Preferred Purchase Agreement or otherwise necessary to implement and effect the transactions contemplated thereby and hereby.
(d) The Company shall have
delivered to the Purchaser a written notice, in form and substance reasonably satisfactory to the Purchaser, setting forth each price
adjustment triggered by the Closing pursuant to the terms of the Series B Preferred Shares, the Series B Warrants, the Series C Preferred
Shares, the Series C Warrants, the Note and the Note Warrant, including the resulting adjusted conversion or exercise price and any additional
securities issuable as a result thereof.
(e) The Common Stock shall
be listed on the Nasdaq Capital Market (“Nasdaq”), the Company shall be in compliance with all applicable listing and maintenance
requirements of Nasdaq and the Company shall have no reason to believe that it will not continue to comply with such requirements.
3.
Counterparts; Electronic
Signatures
. This Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of
which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means (including DocuSign or
similar electronic signature platforms) shall be deemed original signatures for all purposes.
4.
Governing Law
. This
Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict
of laws principles.
5.
No Other Modification
.
Except as expressly set forth in this Letter Agreement, this Letter Agreement shall not amend, modify or waive any provision of any agreement
or instrument between the Company and the Purchaser, each of which shall remain in full force and effect in accordance with its terms.
[Signature Page to Follow]
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[Signature Page to Third Side Letter]
Please confirm the Purchaser’s
agreement to the foregoing by executing this Letter Agreement in the space provided below.
Very truly yours,
Valion Bio, Inc.
By:
/s/ Lisa Wolf
Name: Lisa Wolf
Title: Chief Operating Officer
AGREED AND ACCEPTED:
3i, LP
By: 3i Management LLC, its General Partner
By:
/s/ Maier J. Tarlow
Name: Maier J. Tarlow
Title: Manager
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