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X0202 SCHEDULE 13D/A 0001841619 XXXXXXXX LIVE 2 Common Stock 08/12/2026 false 0001787740 888705308 Valion Bio, Inc. 1305 E. Houston Street Building 1, Suite 311 San Antonio TX 78205 Maier J. Tarlow (646) 845-0040 2 Wooster Street, 2nd Floor New York NY 10013 0001841619 N 3i, LP a WC N DE 0.00 1742699.00 0.00 1742699.00 1742699.00 N 9.9 PN As more fully described in Item 5 of this Amendment No. 2 (as defined in Item 1 below), such shares and percentage are based on 15,776,805 shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the definitive proxy statement filed by the Issuer with the U.S. Securities and Exchange Commission ("SEC") on July 17, 2026 (the "Proxy Statement"), (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock (as defined below), (c) 846,666 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (d) 9,260,042 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series C Preferred Stock (as defined below) and (e) 1,262,733 shares of Common Stock issued to 3i, LP on August 13, 2026 pursuant to conversion of certain shares of Series C Preferred Stock. Beneficial ownership consists of 75,069 shares of Common Stock directly held by 3i, LP and 1,667,630 shares of Common Stock issuable in any combination upon (i) exercises of certain common stock purchase warrants (the "Warrants") held directly by 3i, LP, which exercises are subject to a 9.99% beneficial ownership limitation provision (a "Blocker"), (ii) conversions of a senior secured convertible note in the original principal amount of $16,253,147.10 (the "Note") held directly by 3i, LP, which conversions are subject to a Blocker, (iii) conversions of shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series B Preferred Stock") directly held by 3i, LP, which conversions are subject to a Blocker, and (iv) conversions of shares of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series C Preferred Stock") directly held by the 3i, LP, which conversions are subject to a Blocker. Y Tumim Stone Capital, LLC a WC N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 OO Y 3i Management LLC a WC N DE 0.00 1742699.00 0.00 1742699.00 1742699.00 N 9.9 OO As more fully described in Item 5 of this Amendment No. 2, such shares and percentage are based on 15,776,805 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (c) 846,666 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (d) 9,260,042 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series C Preferred Stock and (e) 1,262,733 shares of Common Stock issued to 3i, LP on August 13, 2026 pursuant to conversions of certain shares of Series C Preferred Stock. Beneficial ownership consists of 75,069 shares of Common Stock indirectly held by the reporting person and 1,667,630 shares of Common Stock issuable in any combination upon (i) exercises of the Warrants indirectly held by the reporting person, which exercises are in each case subject to a Blocker, and (ii) conversions of the Note, shares of Series B Preferred Stock and shares of Series C Preferred Stock indirectly held by the reporting person, which conversions are in each case subject to a Blocker. Y Maier J. Tarlow a WC N X1 0.00 1742699.00 0.00 1742699.00 1742699.00 N 9.9 IN As more fully described in Item 5 of this Amendment No. 2, such shares and percentage are based on 15,776,805 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (c) 846,666 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (d) 9,260,042 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series C Preferred Stock and (e) 1,262,733 shares of Common Stock issued to 3i, LP on August 13, 2026 pursuant to conversions of certain shares of Series C Preferred Stock. Beneficial ownership consists of 75,069 shares of Common Stock indirectly held by the reporting person and 1,667,630 shares of Common Stock issuable in any combination upon (i) exercises of the Warrants indirectly held by the reporting person, which exercises are in each case subject to a Blocker, and (ii) conversions of the Note, shares of Series B Preferred Stock and shares of Series C Preferred Stock indirectly held by the reporting person, which conversions are in each case subject to a Blocker. Common Stock Valion Bio, Inc. 1305 E. Houston Street Building 1, Suite 311 San Antonio TX 78205 This Amendment No .2 to Schedule 13D (this "Amendment No. 2") relates to the common stock, par value $0.0001 per share (the "Common Stock") of Valion Bio, Inc., a Delaware corporation (the "Issuer"), and amends the Schedule 13D filed on August 3, 2026, as amended by Amendment No. 1 filed on August 11, 2026 (as amended, the "Original Schedule 13D") by (a) 3i, LP, (b) Tumim Stone Capital, LLC ("Tumim Stone"), (c) 3i Management LLC ("3i Management") and (d) Maier J. Tarlow ("Mr. Tarlow" and, together with 3i, LP, 3i Management and Tumim Stone, the "Reporting Persons") as set forth herein. This Item 2(a) is not being amended by this Amendment No. 2. This Item 2(b) is not being amended by this Amendment No. 2. This Item 2(c) is not being amended by this Amendment No. 2. This Item 2(d) is not being amended by this Amendment No. 2. This Item 2(e) is not being amended by this Amendment No. 2. This Item 2(f) is not being amended by this Amendment No. 2. This Item 3 is not being amended by this Amendment No. 2. This Item 4 is not being amended by this Amendment No. 2. Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows: See rows (11) and (13) of the cover pages to this statement for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons. The shares and percentages are based on 15,776,805 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (c) 846,666 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (d) 9,260,042 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series C Preferred Stock and (e) 1,262,733 shares of Common Stock issued to 3i, LP on August 13, 2026 pursuant to conversions of certain shares of Series C Preferred Stock. This Item 5(b) is not being amended by this Amendment No. 2. This Item 5(c) is hereby amended to add the transactions set forth in Exhibit 5 attached herein. This Item 5(d) is not being amended by this Amendment No. 2. This Item 5(e) is not being amended by this Amendment No. 2. This Item 6 is not being amended by this Amendment No. 2. Item 7 of the Original Schedule 13D is hereby amended to add the following exhibit: Exhibit 5: Additional Transactions 3i, LP /s/ Maier J. Tarlow Maier J. Tarlow, manager of 3i Management LLC, general partner of 3i, LP 08/14/2026 Tumim Stone Capital, LLC /s/ Maier J. Tarlow Maier J. Tarlow, manager of 3i Management LLC, manager of Tumim Stone Capital, LLC 08/14/2026 3i Management LLC /s/ Maier J. Tarlow Maier J. Tarlow, Manager 08/14/2026 Maier J. Tarlow /s/ Maier J. Tarlow Maier J. Tarlow 08/14/2026