Form 8-K

8-K — Valion Bio, Inc.

Accession: 0001683168-26-007709

Filed: 2026-10-08

Period: 2026-10-07

CIK: 0001787740

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — valion_8k.htm (Primary)

EX-10.1 — LETTER AGREEMENT BETWEEN THE COMPANY AND 3I, LP (valion_ex1001.htm)

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8-K — CURRENT REPORT

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2026-10-07

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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.

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

EX-10.1 — LETTER AGREEMENT BETWEEN THE COMPANY AND 3I, LP

EX-10.1

Filename: valion_ex1001.htm · Sequence: 2

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.

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.

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]

[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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