{"filing":{"accession_number":"0001683168-26-006049","cik":"0001787740","ticker":"VBIO","company_name":"Valion Bio, Inc.","form":"8-K","filing_date":"2026-08-06","report_date":"2026-07-31","primary_document":"valion_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1787740/000168316826006049/valion_8k.htm"},"events":[{"id":25945,"run_id":23559,"accession_number":"0001683168-26-006049","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.9,"summary":"On July 31, 2026, Valion Bio entered into a Securities Purchase Agreement with Statera and Avenue Venture Opportunities Fund, issuing 1,287.8685 shares of Series A Preferred Stock as consideration for a Milestone Payment. The shares are unregistered, restricted securities issued under Section 4(a)(2) and Regulation D exemptions to accredited investors, materially diluting existing shareholder ownership.","company_name":"Valion Bio, Inc.","ticker":"VBIO","filing_date":"2026-08-06","form":"8-K","submitted_at":null,"items":[{"id":26892,"accession_number":"0001683168-26-006049","item_number":"1.01","item_title":"Entry into a Material","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Company entered into a Securities Purchase Agreement on July 31, 2026, issuing 1,287.8685 shares of Series A Preferred Stock to Statera and Avenue Venture Opportunities Fund as consideration for a Milestone Payment. This represents a dilutive equity issuance that would materially affect shareholder ownership and is disclosed under Item 1.01 (Entry into a Material Definitive Agreement). While the filing also references M\u0026A-like language, the core transaction is the issuance of preferred stock as consideration, which is characteristic of a dilutive capital raise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:48:52.761487+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26893,"accession_number":"0001683168-26-006049","item_number":"3.02","item_title":"Unregistered Sales","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered sale of equity securities under Item 3.02, specifically the issuance of Series A Preferred Stock and common stock upon conversion to accredited investors (Statera and Avenue) on July 31, 2026. The shares are exempt from registration under Section 4(a)(2) and Regulation D, and constitute restricted securities. This is a classic dilutive issuance of preferred equity to raise capital, material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:48:52.761487+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":26892,"accession_number":"0001683168-26-006049","item_number":"1.01","item_title":"Entry into a Material","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Company entered into a Securities Purchase Agreement on July 31, 2026, issuing 1,287.8685 shares of Series A Preferred Stock to Statera and Avenue Venture Opportunities Fund as consideration for a Milestone Payment. This represents a dilutive equity issuance that would materially affect shareholder ownership and is disclosed under Item 1.01 (Entry into a Material Definitive Agreement). While the filing also references M\u0026A-like language, the core transaction is the issuance of preferred stock as consideration, which is characteristic of a dilutive capital raise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:48:52.761487+00:00","company_name":"Valion Bio, Inc.","ticker":"VBIO","filing_date":"2026-08-06"},{"id":26893,"accession_number":"0001683168-26-006049","item_number":"3.02","item_title":"Unregistered Sales","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered sale of equity securities under Item 3.02, specifically the issuance of Series A Preferred Stock and common stock upon conversion to accredited investors (Statera and Avenue) on July 31, 2026. The shares are exempt from registration under Section 4(a)(2) and Regulation D, and constitute restricted securities. This is a classic dilutive issuance of preferred equity to raise capital, material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:48:52.761487+00:00","company_name":"Valion Bio, Inc.","ticker":"VBIO","filing_date":"2026-08-06"}]}