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UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION
\nWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities\nExchange Act of 1934

Date of Report (Date\nof earliest event reported): October 7, 2026

Valion\nBio, Inc.

(Exact name of Registrant as Specified in Its\nCharter)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Delaware	001-41052	81-4016391
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1305 E. Houston Street, \n Building 1, Suite 311
San Antonio, Texas		78205
(Address of Principal Executive Offices)		(Zip Code)

\n \n \n

Registrant’s Telephone Number, Including Area Code: 888 276-6888

Check the appropriate box below if the Form 8-K filing is intended\nto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)\nof the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title of each class		Trading Symbol(s)		\nName of each exchange on which registered
Common Stock, par value $0.0001 per share		VBIO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth\ncompany as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange\nAct of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant\nhas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant\nto Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive\nAgreement.

Valion Bio, Inc., a Delaware corporation (the\n“Company”), and 3i, LP (“3i”) are parties to that certain Securities Purchase Agreement, dated as of April 29,\n2025 (as assigned and amended as of December 9, 2025, the “Series B Preferred Purchase Agreement”), with respect to the purchase\nand sale of (a) up to 8,400 shares of the Company’s Series B Non-Voting Convertible Preferred Stock (“Series B Preferred Shares”)\nand (b) warrants (“Series B Warrants”) to purchase a number of shares of common stock, par value $0.0001 per share, of the\nCompany (the “Common Stock”) at an initial exercise price per share determined pursuant to Section 2.2 of the Series B Preferred\nPurchase Agreement, for an aggregate purchase price of up to $8,400,000 in a series of closings.

On October 7, 2026, the Company and 3i entered\ninto a letter agreement (the “Third Side Letter”), pursuant to which 3i agreed to purchase, and the Company agreed to issue\nto 3i, (a) 50 Series B Preferred Shares and (b) Series B Warrants to purchase 1,539 shares of Common Stock at an initial exercise price\nof $2.5520 per share, for an aggregate purchase price of $50,000, subject to the satisfaction or waiver by 3i of the conditions set forth\nin the Third Side Letter, at the closing. Such securities were issued under an exemption from registration pursuant to Section 4(a)(2)\nof the Securities Act of 1933, as amended, and/or Rule 506(b) promulgated thereunder.

The foregoing description of the Third Side Letter\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the Third Side Letter filed as Exhibit\n10.1 to this Current Report, which is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 is hereby\nincorporated by reference into this Item 3.02.

Item 9.01 Financial\nStatements and Exhibits.

(d) Exhibits.

\n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit No.		Description
10.1		Letter Agreement between the Company and 3i, LP, dated October 7, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This Current Report contains certain forward-looking\nstatements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,”\n“estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are\nintended to identify such forward-looking statements.

Forward-looking statements in this Current Report\nor hereafter, including in other publicly available documents filed with the Securities and Exchange Commission (the “SEC”),\nreports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown\nrisks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ\nfrom the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements.\nSuch future results are based upon management’s best estimates based upon current conditions and the most recent results of operations.\nThese risks include, but are not limited to, the risks set forth herein and in such other documents filed with the SEC, each of which\ncould adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance\nor achievements may differ materially from those expressed or implied by such forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,\nthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

			VALION BIO, INC.

Date:	October 8, 2026	By:	/s/ Dean Zikria
			Name: Dean Zikria \nTitle: Interim Chief Executive Officer

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