Form 8-K

8-K — Valion Bio, Inc.

Accession: 0001437749-26-033552

Filed: 2026-10-27

Period: 2026-10-26

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 — vbio20261023_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ex_1031333.htm)

EX-10.2 — EXHIBIT 10.2 (ex_1031334.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: vbio20261023_8k.htm · Sequence: 1

vbio20261023_8k.htm

false

0001787740

2026-10-26

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 26, 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.

Series B Closing

Valion Bio, Inc., a Delaware corporation (the “Company”), and 3i, LP (“3i”) are party 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 26, 2026, the Company and 3i entered into a letter agreement (the “Fourth 3i Side Letter”), pursuant to which 3i agreed to purchase, and the Company agreed to issue to 3i, (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 $1.0092 per share (the “Closing Series B Warrants”), for an aggregate purchase price of $50,000, subject to the satisfaction or waiver by 3i of the conditions set forth in the Fourth 3i 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 (the “Securities Act”), and/or Rule 506(b) promulgated thereunder.

The foregoing description of the Fourth 3i Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth 3i Side Letter filed as Exhibit 10.1 to this Current Report, which is incorporated by reference herein.

Series C Closing

The Company and certain purchasers (the “Series C Preferred 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. Before giving effect to the transactions contemplated by the Side Letter (as defined below), certain Series C Preferred Purchasers (the "Purchasers") had purchased 6,000 Series C Preferred Shares and corresponding Series C Warrants for an aggregate purchase price of $6,000,000, and had the right, subject to the terms and conditions set forth in the Series C Preferred Purchase Agreement, to purchase up to an additional 31,500 Series C Preferred Shares and corresponding Series C Warrants for an aggregate purchase price of up to $31,500,000.

On October 26, 2026, the Company and the Purchasers entered into a letter agreement (the “Side Letter”), pursuant to which the Purchasers agreed to purchase, and the Company agreed to issue to the Purchasers (a) an aggregate of 4,717.73 Series C Preferred Shares (the “Closing Series C Shares”) and (b) Series C Warrants to purchase an aggregate of 2,524,343 shares of Common Stock at an initial exercise price of $1.0092 per share (the “Closing Series C Warrants”), for the aggregate purchase price of $4,717,717.61, consisting of (a) an aggregate amount of $3,217,717.61 to be retained by the Purchasers to satisfy overdue cash true-up payments pursuant to Section 6(b) of the Series C Certificate of Designation and (b) cash in the aggregate amount of $1,500,000 in immediately available funds by wire transfer. Such securities were issued under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder.

The foregoing description of the Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Side Letter filed as Exhibit 10.2 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

Number

Description

10.1

Letter Agreement between the Company and 3i, LP, dated October 26, 2026.

10.2

VBIO - Series C Purchasers Side Letter - 10.26.26

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 27, 2026

By:

/s/ Lisa Wolf

Name: Lisa Wolf

Title: Chief Financial Officer, Chief Operating Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ex_1031333.htm · Sequence: 2

ex_1031333.htm

Exhibit 10.1

October 26, 2026

3i, LP

2 Wooster Street, 2nd Floor

New York, NY 10013

Attention: Maier J. Tarlow

Re: Fourth 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 1,600 Series B Preferred Shares and corresponding Series B Warrants for an aggregate purchase price of up to $1,600,000.

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 $1.0092 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.

(c) The Purchaser shall have 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 Fourth 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: ___/Lisa Wolf/________________________________

Name: Lisa Wolf

Title: Chief Operating Officer

AGREED AND ACCEPTED:

3i, LP

By: 3i Management LLC, its General Partner

By: __/Maier J. Tarlow/_________________________________

Name: Maier J. Tarlow

Title: Manager

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: ex_1031334.htm · Sequence: 3

ex_1031334.htm

Exhibit 10.2

October 26, 2026

Re: Side Letter — Closing under Series C Preferred Purchase Agreement

Ladies and Gentlemen:

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 the purchasers whose names appear on the signature page hereto (the “Purchasers”).

The Company, the Purchasers and another purchaser 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 Purchasers have purchased 6,000 Series C Preferred Shares and corresponding Series C Warrants for an aggregate purchase price of $6,000,000, 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 31,500 Series C Preferred Shares and corresponding Series C Warrants for an aggregate purchase price of up to $31,500,000.

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. Each Purchasers agrees, upon the satisfaction of the conditions set forth in Section 2, to purchase from the Company, and the Company agrees to issue to such Purchaser, in a closing (the “Closing”), (a) the number of Series C Preferred Shares (the “Closing Series C Shares”) set forth on such Purchaser’s signature page hereto and (b) Series C Warrants to purchase a number of shares of Common Stock set forth on such Purchaser’s signature page hereto at an initial exercise price of $1.0092 per share (the “Closing Series C Warrants”), for the purchase price set forth on the Purchaser’s signature page hereto (the “Closing Purchase Price”), subject to the satisfaction or waiver by such Purchaser of each of the conditions set forth in Section 2. Each Purchaser’s Closing Purchase Price shall consist of (a) the amount to be retained by such Purchaser as set forth on such Purchaser’s signature page hereto to satisfy overdue cash true-up payments pursuant to Section 6(b) of the Series C Certificate of Designation (“Cash True-ups”) and (b) the amount in cash to be paid by such Purchaser as set forth on such Purchaser’s signature page hereto to the Company in immediately available funds by wire transfer. The aggregate Closing Purchase Price to be paid by the Purchasers in the Closing is $4,717,717.61, consisting of (a) Cash True-ups in the aggregate amount of $3,217,717.61 and (b) cash in the aggregate amount of $1,500,000.00. The aggregate number of Closing Series C Shares to be purchased by the Purchasers in the Closing is 4,717.73. The aggregate number of shares of Common Stock initially exercisable under the Closing Series C Warrants is 2,524,343.

2. Closing Conditions. The obligations of each 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(d) of the Series C Preferred Purchase Agreement shall have been satisfied or waived by the Purchaser.

(b) The Purchaser shall have received its Closing Series C Shares and Closing Series C Warrants.

(c) The Purchaser shall have received 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 C Preferred Purchase Agreement or otherwise necessary to implement and effect the transactions contemplated thereby and hereby.

(d) 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. Royalty Agreement. Within thirty (30) days after the date of the Closing, the Company shall execute and deliver to the Purchaser a royalty agreement relating to the Company’s drug assets, in form and substance satisfactory to the Purchaser (the “Royalty Agreement”).

4. Registration Rights. The Company hereby agrees to use its commercially reasonable efforts to (a) file with the Securities and Exchange Commission (the “SEC”), no later than 30 days after the Closing, a registration statement (the “Registration Statement”) covering the maximum number of shares of Common Stock issuable upon conversion of the Closing Series C Shares and exercise of the Closing Series C Warrants, so as to permit the resale of such shares by each Purchaser, (b) cause the Registration Statement to be declared effective by the SEC no later than 60 days after the Closing and (c) keep the Registration Statement effective, including pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), and available for the resale by each Purchaser of all shares covered thereby until each Purchaser has sold all such shares or such shares may be resold by each Purchaser without registration under the Securities Act.

5. 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.

6. 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.

7. 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]

Please confirm each 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 by Purchasers

By: /s/ Purchasers

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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