Valion Bio, Inc. has entered into a letter agreement with 3i, LP to issue additional Series B Preferred Stock and related warrants. The transaction, valued at $50,000, was executed on October 7, 2026.
Under the terms of the agreement, 3i, LP agreed to purchase 50 shares of Valion Bio’s Series B Non-Voting Convertible Preferred Stock. In exchange, the Company agreed to issue Series B Warrants to 3i, LP, allowing the holder to purchase 1,539 shares of the Company’s Common Stock. The initial exercise price for these warrants is set at $2.5520 per share.
The securities are being issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b). The agreement is subject to the satisfaction or waiver of conditions set forth in the Third Side Letter.
This transaction is part of a broader arrangement originally established by a Securities Purchase Agreement dated April 29, 2025, which was amended on December 9, 2025. That agreement authorized the purchase of up to 8,400 Series B Preferred Shares and related warrants for an aggregate purchase price of up to $8,400,000 across multiple closings. The letter agreement filed as Exhibit 10.1 to this report provides the full details of the transaction.
