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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Valion Bio, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
09/04/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
3i, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
132,671.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Tumim Stone Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
3i Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
132,671.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Maier J. Tarlow | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
132,671.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Valion Bio, Inc. | |
| (b) | Address of issuer's principal executive offices:
1305 E. Houston Street, Building 1, Suite 311, San Antonio, TX 78205 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) 3i, LP, a Delaware limited partnership; (ii) Tumim Stone Capital, LLC, a Delaware limited liability company ("Tumim Stone"); (iii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and (iv) Maier J. Tarlow ("Mr. Tarlow"). The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the SEC on February 27, 2026, pursuant to which such Reporting Persons have agreed to file this Amendment No. 2 and all subsequent amendments to the Schedule 13G and this Amendment No. 2 jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The filing of this Amendment No. 2 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
The Reporting Persons initially filed a Schedule 13G with respect to the securities of the Issuer on February 27, 2026, and amended such Schedule 13G on May 8, 2026 (as amended, the "Original Schedule 13G").
Subsequently, on July 28, 2026, the Reporting Persons' investment intent changed with respect to the securities of the Issuer and the Reporting Persons filed a Schedule 13D on August 3, 2026 in accordance with Rule 13d-1(e) of the Exchange Act (as amended on August 11, 2026, August 14, 2026, August 19, 2026, August 24, 2026, August 27, 2026, September 2, 2026 and September 3, 2026, the "Schedule 13D"). As of September 4, 2026, the Reporting Persons no longer hold securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are filing this Amendment No. 2 pursuant to Rule 13d-1(c) of the Exchange Act in accordance with Rule 13d-1(h) of the Exchange Act. This Amendment No. 2 operates as an amendment to the Schedule 13D. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013. | |
| (c) | Citizenship:
3i, LP is a Delaware limited partnership. Tumim Stone is a Delaware limited liability company. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The purpose of this Amendment No. 2 is to operate as an amendment to the Schedule 13D and to amend and supplement the Original Schedule 13G in order to update the beneficial ownership information on the cover pages and in Item 4 in the Original Schedule 13G. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 2 and is incorporated herein by reference for each such Reporting Person. The share amounts and ownership percentages reported are based on 1,285,626 shares of Common Stock outstanding as of August 24, 2026, as verified with the Issuer.
3i, LP holds (i) 90,252 shares of Common Stock, (ii) Warrants exercisable for certain shares of Common Stock, which exercises are subject to a Blocker, (iii) the Note, which conversions are subject to a Blocker, (iv) certain shares of Series B Preferred Stock, which conversions are subject to a Blocker, and (v) certain shares of Series C Preferred Stock, which conversions are subject to a Blocker. Tumim Stone does not hold or beneficially own any shares of the Issuer. Due to the interaction between the Blockers in each of the Warrants, the Note, the Series B Certificate of Designation and the Series C Certificate of Designation, 3i, LP may exercise the Warrants for and/or convert the Note, the shares of Series B Preferred Stock and the shares of Series C Preferred stock into, in any combination, an aggregate of 42,419 shares of Common Stock as a result of the triggering of the applicable Blockers, each of which prohibits 3i, LP from exercising the Warrants for, or converting the Note, the shares of Series B Preferred Stock and the shares of Series C Preferred Stock into, shares of Common Stock if, as a result of such exercise or conversion, 3i, LP, together with its affiliates and any persons acting as a group together with 3i, LP or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise or conversion.
3i, LP is the beneficial owner of the 132,671 shares of Common Stock and has the power to dispose of and the power to vote such shares, which power may be exercised by 3i Management, the general partner of 3i, LP. 3i Management is the manager of Tumim Stone. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the shares beneficially owned by each of 3i, LP, Tumim Stone and 3i Management. Mr. Tarlow does not directly own any shares of the Issuer. By reason of the provisions of Rule 13d-3 of the Exchange Act, Mr. Tarlow may be deemed to beneficially own the shares beneficially owned by 3i, LP, Tumim Stone and 3i Management, and 3i Management may be deemed to beneficially own the shares beneficially owned by 3i, LP and Tumim Stone. | |
| (b) | Percent of class:
(A) 3i, LP: 9.99% (B) Tumim Stone: 0.00% (C) 3i Management: 9.99% (D) Mr. Tarlow: 9.99% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
(A) 3i, LP: 0.00 (B) Tumim Stone: 0.00 (C) 3i Management: 0.00 (D) Mr. Tarlow: 0.00 | ||
| (ii) Shared power to vote or to direct the vote:
(A) 3i, LP: 132,671.00 (B) Tumim Stone: 0.00 (C) 3i Management: 132,671.00 (D) Mr. Tarlow: 132,671.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(A) 3i, LP: 0.00 (B) Tumim Stone: 0.00 (C) 3i Management: 0.00 (D) Mr. Tarlow: 0.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(A) 3i, LP: 132,671.00 (B) Tumim Stone: 0.00 (C) 3i Management: 132,671.00 (D) Mr. Tarlow: 132,671.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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