--- title: "Valion Bio files $100,000,000 shelf with $5,000,000 at-the-market program" url: "https://aibio.space/news/valion-bio-files-100-000-000-shelf-5-000-000-market-program/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-10-08" section: "Financings" tickers: "NASDAQ:VBIO" source: "https://www.sec.gov/Archives/edgar/data/1787740/000168316826007707/valion_s3.htm" summary: "Valion Bio filed a $100,000,000 shelf registration on October 7, 2026, and the same day agreed to sell 3i $50,000 of Series B preferred and warrants. The p" --- By the aibio.space news desk. Sources - [Valion Bio, Inc. S-3 (2026-10-08)](https://www.sec.gov/Archives/edgar/data/1787740/000168316826007707/valion_s3.htm) - [valion_8k.htm](https://www.sec.gov/Archives/edgar/data/1787740/000168316826007709/valion_8k.htm) - [Valion Bio, Inc. 10-K (2026-03-30): business](https://www.sec.gov/Archives/edgar/data/1787740/000143774926010343/tivc20251231_10k.htm) - [Valion Bio, Inc. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1787740/000143774926010343/) [VBIO](https://aibio.space/companies/valion-bio/) 2026-10-08 # Valion Bio files $100,000,000 shelf with $5,000,000 at-the-market program Tickers [VBIO](https://aibio.space/companies/valion-bio/) Valion Bio filed a $100,000,000 shelf registration on October 7, 2026, and the same day agreed to sell 3i $50,000 of Series B preferred and warrants. The public float used for the shelf was based on a $7.75 price, while the last reported sale on October 5 was $2.48. ## Key facts - **Company**: Valion Bio, Inc. (NASDAQ: VBIO) - **News type**: Financings - **Primary source**: [Valion Bio, Inc. S-3 (2026-10-08)](https://www.sec.gov/Archives/edgar/data/1787740/000168316826007707/valion_s3.htm) *The lower Manhattan skyline. CC0, via rawpixel. The picture shows the field, not the companies named.* Valion Bio, Inc., which trades on the Nasdaq Capital Market as VBIO, filed a Form S-3 shelf registration statement on October 7, 2026. The company is a Delaware corporation based in San Antonio, Texas. The shelf covers up to $100,000,000 of common stock, preferred stock, debt securities, warrants, subscription rights and units, offered from time to time. The registration statement lists Dean Zikria, the interim chief executive officer, as the agent for service. ## The shelf and the sales agent The registration statement contains two prospectuses. The base prospectus covers the full $100,000,000. A second, sales agreement prospectus covers an at-the-market offering of up to $5,000,000 of common stock. Rodman & Renshaw LLC is the sales agent under that agreement. The S-3 says the agent will use commercially reasonable efforts, is not required to sell any specific amount and is entitled to a commission of up to 3.0% of the gross sales price. The $5,000,000 is counted inside the $100,000,000 total. Snell & Wilmer L.L.P., of San Diego, California, is counsel to the company and will issue an opinion on the securities. Sheppard, Mullin, Richter & Hampton LLP, of Chicago, is counsel to Rodman & Renshaw. The filing names no underwriter for the base shelf. It says securities may be sold to or through underwriters, dealers or agents designated later, and that their names would be disclosed in a prospectus supplement. ## Float limits and the share price Under General Instruction I.B.6 of Form S-3, the company may not sell more than one-third of its public float in any 12-month period while that float is below $75.0 million. The S-3 gives the float as about $15,085,817, calculated on 1,946,557 shares held by non-affiliates at $7.75. That was the closing price on August 11, 2026, which the filing describes as the highest closing price in the prior 60 days. The last reported sale price on October 5, 2026 was $2.48 per share. The float figure therefore rests on the August price, not the price at filing. At a lower price, the same share count gives a smaller float and a smaller cap on sales. ## The 3i preferred deal The 8-K reports a Series B Preferred Purchase Agreement with 3i dated April 29, 2025, amended on December 9, 2025. It covers up to 8,400 shares of Series B Non-Voting Convertible Preferred Stock and warrants, for up to $8,400,000 in a series of closings. Under a third side letter dated October 7, 2026, 3i agreed to buy 50 Series B preferred shares and warrants to purchase 1,539 common shares at an initial exercise price of $2.5520 per share. The total price is $50,000. The purchase is subject to conditions in the letter. The 8-K reports the deal under Items 1.01 and 3.02, and names no placement agent, underwriter or financial advisor for it. ## Losses, cash and the auditor's warning The company reported a net loss of $8.9 million for 2025, against $5.7 million in 2024. Research and development spending rose to $3,131 thousand from $1,313 thousand. Selling, general and administrative expenses rose to $4,767 thousand from $3,163 thousand. Net cash used in operating activities was $6,619 thousand for continuing operations and $380 thousand for discontinued operations. Financing supplied $18,347 thousand in 2025, including $16,209 thousand of net proceeds from preferred stock and warrants and $2,337 thousand from common stock. Cash and cash equivalents were $12,645 thousand at December 31, 2025, up from $2,002 thousand a year earlier. The annual report also shows a convertible note of $16,253 thousand issued to buy Scorpius assets and goodwill, a non-cash transaction. The quarterly report for June 30, 2026 put cash and cash equivalents at $2.1 million, against $12,645 thousand at year-end. The equity statement records warrants issued to placement agents in 2025 but does not name those agents. The S-3 incorporates the auditor's report on the 2025 financial statements, issued by Rosenberg Rich Baker Berman P.A. That report contains an explanatory paragraph describing conditions that raise substantial doubt about the company's ability to continue as a going concern, and the prospectus risk factors say the same. The filings do not describe a plan to repay the Scorpius convertible note. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story VBIO Valion Bio, Inc. NASDAQ ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/valion-bio-files-100-000-000-shelf-5-000-000-market-program/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Valion Bio files $100,000,000 shelf with $5,000,000 at-the-market program", 2026-10-08, https://aibio.space/news/valion-bio-files-100-000-000-shelf-5-000-000-market-program/