Valion Bio Issues Series A Preferred Shares as Milestone Payment

What Happened
Valion Bio, Inc. (VBIO) filed an 8-K on August 6, 2026 disclosing that on July 31, 2026 it issued an aggregate of 1,287.8685 shares of Series A Preferred Stock (the "Milestone Shares") as consideration for a Milestone Payment under a Securities Purchase Agreement. The filing references the recipient as a party identified as "Avenue" and reports the transaction under Item 1.01 (material definitive agreement), Item 3.02 (unregistered sale of equity securities) and Item 8.01 (other events).

Key Details

• Date of issuance: July 31, 2026.
• Amount issued: 1,287.8685 shares of Series A Preferred Stock (referred to as "Milestone Shares").
• Governing document: Securities Purchase Agreement (disclosed under Item 1.01).
• Securities status: Reported as an unregistered sale of equity securities (Item 3.02); recipient referenced as "Avenue" (Item 8.01).

Why It Matters
This filing changes Valion Bio's capital structure by adding Series A Preferred shares issued as non-cash consideration. For investors, the immediate facts to note are the size and timing of the issuance and that the shares were issued pursuant to a securities purchase agreement and were unregistered. Holders should review the company’s prior filings (and the Securities Purchase Agreement and Series A terms, if attached elsewhere) to understand any conversion, voting, liquidation, or resale restrictions tied to these preferred shares, as those terms determine any potential impact on common shareholders and future dilution.