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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Valion Bio, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Maier J. Tarlow 2 Wooster Street, 2nd Floor, New York, NY, 10013 (646) 845-0040 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/20/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
3i, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,102,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Tumim Stone Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
3i Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,102,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Maier J. Tarlow | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,102,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Valion Bio, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1305 E. Houston Street, Building 1, Suite 311, San Antonio,
TEXAS
, 78205. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") 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 and Amendment No. 3 filed on August 19, 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. | ||
| Item 2. | Identity and Background | |
| (a) | This Item 2(a) is not being amended by this Amendment No. 4. | |
| (b) | This Item 2(b) is not being amended by this Amendment No. 4. | |
| (c) | This Item 2(c) is not being amended by this Amendment No. 4. | |
| (d) | This Item 2(d) is not being amended by this Amendment No. 4. | |
| (e) | This Item 2(e) is not being amended by this Amendment No. 4. | |
| (f) | This Item 2(f) is not being amended by this Amendment No. 4. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Item 3 is not being amended by this Amendment No. 4. | ||
| Item 4. | Purpose of Transaction | |
This Item 4 is not being amended by this Amendment No. 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows: See rows (11) and (13) of the cover pages to this statement for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons. The shares and percentages are based on 20,913,373 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (c) 846,666 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series B Preferred Stock, (d) 9,260,042 shares of Common Stock issued to 3i, LP on August 12, 2026 pursuant to conversions of certain shares of Series C Preferred Stock, (e) 1,262,733 shares of Common Stock issued to 3i, LP on August 13, 2026 pursuant to conversions of certain shares of Series C Preferred Stock, (f) 3,116,164 shares of Common Stock issued to 3i, LP on August 17, 2026 pursuant to conversions of certain shares of Series C Preferred Stock and (g) 2,020,404 shares of Common Stock issued to 3i, LP on August 20, 2026 pursuant to conversion of certain shares of Series C Preferred Stock. | |
| (b) | This Item 5(b) is not being amended by this Amendment No. 4. | |
| (c) | This Item 5(c) is hereby amended to add the transactions set forth in Exhibit 8 attached herein. | |
| (d) | This Item 5(d) is not being amended by this Amendment No. 4. | |
| (e) | This Item 5(e) is not being amended by this Amendment No. 4. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
This Item 6 is not being amended by this Amendment No. 4. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended to add the following exhibit: Exhibit 8: Additional Transactions | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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