Valion Bio Announces $7.74M Securities Sale to 3i; Two Board Appointments

What Happened

• Valion Bio, Inc. announced a closing with investor 3i, LP on August 31, 2026 under previously executed Securities Purchase Agreements. The company issued 100 Series B non‑voting convertible preferred shares and 7,637 Series C non‑voting convertible preferred shares, plus warrants to purchase common stock (3,077 shares under the Series B warrants and 1,053,969 shares under the Series C warrants), for an aggregate purchase price of $7,737,000. The transaction reflects the company’s 1‑for‑25 reverse stock split effective August 31, 2026 and was done under exemptions from registration (Section 4(a)(2)/Rule 506(b)).
• Valion Bio also appointed two new directors, Jared Malbin (chief operating officer at Lucid Capital Markets) and Thomas Jensen (CEO of Allarity Therapeutics), effective August 27, 2026, and issued a press release on September 1, 2026 announcing the board changes.

Key Details

• Aggregate closing purchase price: $7,737,000 (closing date ~August 31, 2026).
• Cash allocation at closing: $6,137,000 retained by 3i to satisfy overdue cash true‑up payments under the Series C Certificate of Designation; $100,000 retained to pay 3i’s legal fees; $1,500,000 paid to Valion Bio in immediately available funds.
• Securities issued: 100 Series B Preferred Shares; 7,637 Series C Preferred Shares; Series B Warrants for 3,077 common shares and Series C Warrants for 1,053,969 common shares (total warrants cover 1,057,046 common shares) at an initial exercise price of $3.62 per share.
• Registration commitment: Valion agreed to file a registration statement within 30 days of closing and use reasonable efforts to have it declared effective within 60 days, and to keep it effective to permit resale of the covered securities by 3i until sold or no longer required to be registered.
• Board additions: Jared Malbin (age 47, finance/compliance/capital markets background) and Thomas Jensen (age 47, biotech/oncology R&D and commercial experience).

Why It Matters

• The transaction provided Valion Bio with $1.5M in immediate cash while resolving $6.137M of past true‑up obligations held by 3i, altering the company’s near‑term cash position and outstanding obligations.
• The large number of warrants (over 1.05M shares) and the exercise price ($3.62) represent potential future dilution to common shareholders if exercised; however, exercise depends on holder action and market conditions, and the company has committed to register the shares to permit resale.
• The board additions bring experience in capital markets/operations (Malbin) and biotech/R&D leadership (Jensen), which may affect governance and strategic execution as the company advances its programs.