Valion Bio, Inc. (VBIO) Form 424B3 — Oct 20, 2026
Valion Bio filed a 424B3 prospectus registering up to 3,954,381 shares for resale by 3i, LP — shares issuable on conversion of Series B and Series C preferred stock and exercise of warrants at a fixed $3.62 conversion price. That resale inventory exceeds the company's 2,095,687 shares outstanding, creating severe dilution and selling-pressure risk against a $1.55 share price. The filing also discloses a 1-for-25 reverse split effective August 31, 2026, multiple adjustable conversion-price resets (Series B floor lowered to $9.75), and a senior secured note of $15.9M held by 3i, of which 3i could hold 46.17% beneficial ownership after the offering.
Key figures
- Offering Price
- 1.55
- Shares Offered
- 3954381
- Shares Outstanding
- 2095687
- Conversion price
- $3.62
- Reverse split ratio
- 1-for-25
- Series b commitment usd
- $8,400,000
- Series c commitment usd
- $75,000,000
- Shares warrant exercise
- 1109442
- Closing price 2026 10 13
- $1.55
- Shares conversion series b
- 536159
- Shares conversion series c
- 2308780
- Senior secured note principal
- $15,916,188.81
- Net cash to company side letter
- $1,500,000
- Three i ownership after sale pct
- 46.17%
- Second side letter purchase price
- $7,737,000
AI analysis
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