Offerings - Offering: 1 |
Oct. 13, 2026
USD ($)
shares
|
|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Common Stock, $0.0001 par value per share |
| Amount Registered | shares | 3,954,381 |
| Proposed Maximum Offering Price per Unit | 1.58 |
| Maximum Aggregate Offering Price | $ 6,247,922.00 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 543.57 |
| Offering Note | Represents the shares of common stock, par value $0.0001 per share (“Common Stock”), of Valion Bio, Inc. (the “Registrant”) that will be offered for resale by the selling stockholder pursuant to the prospectus contained in the Registration Statement on Form S-3 (the “Registration Statement”) to which this exhibit is attached. The Registration Statement registers an aggregate of up to 3,954,381 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which consist of (i) up to 536,159 shares of Common Stock issuable upon conversion of an aggregate of 1,850 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share; (ii) up to 2,308,780 shares of Common Stock issuable upon conversion of 7,637 shares of Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share; and (iii) up to 1,109,442 shares of Common Stock issuable upon exercise of certain warrants to purchase Common Stock. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall also cover any additional shares of Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. The offering price per share and aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act. The offering price per share and aggregate offering price used to determine the amount of the registration fee are based upon the average of the high and low prices for the Registrant’s Common Stock, as reported on The Nasdaq Capital Market on October 13, 2026, a date within five business days prior to the filing of the Registration Statement. |