Valion Bio, Inc. has entered into a Fourth 3i Side Letter and a Side Letter with Series C Preferred Purchasers on October 26, 2026, to finalize the issuance of preferred stock and related warrants. The company reported these transactions as unregistered sales of equity securities.
Under the Fourth 3i Side Letter, 3i, LP agreed to purchase 50 shares of Valion Bio’s Series B Non-Voting Convertible Preferred Stock for an aggregate purchase price of $50,000. In exchange, 3i received Series B Warrants to purchase 1,539 shares of common stock at an initial exercise price of $1.0092 per share. These securities were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.
Separately, the company and certain Series C Preferred Purchasers executed a Side Letter to close on an additional tranche of Series C Preferred Stock. The transaction involves the issuance of 4,717.73 shares of Series C Non-Voting Convertible Preferred Stock for a total purchase price of $4,717,717.61. This price includes $3,217,717.61 retained by the purchasers to satisfy overdue cash true-up payments and $1,500,000 in immediately available funds wired by the purchasers. The accompanying Series C Warrants allow for the purchase of 2,524,343 shares of common stock at an initial exercise price of $1.0092 per share.
Both transactions were conducted under exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b). The company filed the Fourth 3i Side Letter as Exhibit 10.1 and the Series C Side Letter as Exhibit 10.2 to this Current Report.
