Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




X0202 SCHEDULE 13D/A 0001841619 XXXXXXXX LIVE 7 Common Stock 09/03/2026 false 0001787740 918942202 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 132671.00 0.00 132671.00 132671.00 N 9.9 PN As more fully described in Item 5 of this Amendment No. 7 (as defined in Item 1 below), such shares and percentage are based on 1,285,626 shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 90,252 shares of Common Stock directly held by 3i, LP and 42,419 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. Unless the context expressly dictates otherwise, all references to share and per share amounts in this Amendment No. 7 give effect to the Issuer's 1-for-25 reverse stock split effected at 12:01 a.m. Eastern Time on August 31, 2026. Y Tumim Stone Capital, LLC a WC N DE 0.00 0.00 0.00 0.00 0.00 N 0.00 OO Y 3i Management LLC a WC N DE 0.00 132671.00 0.00 132671.00 132671.00 N 9.9 OO As more fully described in Item 5 of this Amendment No. 7, such shares and percentage are based on 1,285,626 shares of Common Stock outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 90,252 shares of Common Stock indirectly held by the reporting person and 42,419 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 132671.00 0.00 132671.00 132671.00 N 9.9 IN As more fully described in Item 5 of this Amendment No. 7, such shares and percentage are based on 1,285,626 shares of Common Stock outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 90,252 shares of Common Stock indirectly held by the reporting person and 42,419 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. 7 to Schedule 13D (this "Amendment No. 7") 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, Amendment No. 2 filed on August 14, 2026, Amendment No. 3 filed on August 19, 2026, Amendment No. 4 filed on August 24, 2026, Amendment No. 5 filed on August 27, 2026 and Amendment No. 6 filed on September 2, 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. 7. This Item 2(b) is not being amended by this Amendment No. 7. This Item 2(c) is not being amended by this Amendment No. 7. This Item 2(d) is not being amended by this Amendment No. 7. This Item 2(e) is not being amended by this Amendment No. 7. This Item 2(f) is not being amended by this Amendment No. 7. This Item 3 is not being amended by this Amendment No. 7. This Item 4 is not being amended by this Amendment No. 7. This Item 5 is not being amended by this Amendment No. 7. This Item 5(b) is not being amended by this Amendment No. 7. This Item 5(c) is hereby amended to add the transactions set forth in Exhibit 12 attached herein. This Item 5(d) is not being amended by this Amendment No. 7. This Item 5(e) is not being amended by this Amendment No. 7. This Item 6 is not being amended by this Amendment No. 7. Item 7 of the Original Schedule 13D is hereby amended to add the following exhibit: Exhibit 12: Additional Transactions 3i, LP /s/ Maier J. Tarlow Maier J. Tarlow, manager of 3i Management LLC, general partner of 3i, LP 09/03/2026 Tumim Stone Capital, LLC /s/ Maier J. Tarlow Maier J. Tarlow, manager of 3i Management LLC, manager of Tumim Stone Capital, LLC 09/03/2026 3i Management LLC /s/ Maier J. Tarlow Maier J. Tarlow, Manager 09/03/2026 Maier J. Tarlow /s/ Maier J. Tarlow Maier J. Tarlow 09/03/2026