{"filing":{"accession_number":"0001683168-26-006848","cik":"0001787740","ticker":"VBIO","company_name":"Valion Bio, Inc.","form":"8-K","filing_date":"2026-09-01","report_date":"2026-08-27","primary_document":"valion_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1787740/000168316826006848/valion_8k.htm"},"events":[{"id":30725,"run_id":28171,"accession_number":"0001683168-26-006848","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"summary":"Valion Bio entered into a Letter Agreement on August 31, 2026, whereby 3i purchased 100 Series B Preferred Shares, 7,637 Series C Preferred Shares, and warrants to purchase 1,057,046 shares of Common Stock for $7.737 million under Section 4(a)(2) exemption.","company_name":"Valion Bio, Inc.","ticker":"VBIO","filing_date":"2026-09-01","form":"8-K","submitted_at":null,"items":[{"id":33422,"accession_number":"0001683168-26-006848","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The primary disclosure in Item 1.01 is the entry into a Letter Agreement on August 31, 2026, whereby 3i purchased 100 Series B Preferred Shares, 7,637 Series C Preferred Shares, and warrants to purchase 1,057,046 shares of Common Stock for $7.737 million. These are convertible preferred shares and warrants issued under Section 4(a)(2) exemption, representing a dilutive equity issuance. While the press release also announces executive changes (Lisa Wolf as President/COO, departure of Michael K. Handley, and board appointments), the Item 1.01 filing centers on the securities purchase agreement and closing, making dilutive_issuance the most salient classification for this Item.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T10:08:49.610621+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30726,"run_id":28171,"accession_number":"0001683168-26-006848","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Lisa Wolf was appointed to the expanded roles of President and Chief Operating Officer in addition to her existing Chief Financial Officer role, and Jared Malbin and Thomas Jensen were appointed as directors to the Board, effective August 27, 2026, following the departure of former CEO Michael K. Handley.","company_name":"Valion Bio, Inc.","ticker":"VBIO","filing_date":"2026-09-01","form":"8-K","submitted_at":null,"items":[{"id":33423,"accession_number":"0001683168-26-006848","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the appointment of Lisa Wolf to the expanded roles of President and COO (in addition to her existing CFO role) following the departure of former CEO Michael K. Handley. While both an executive departure and appointment occur, the press release centers on Wolf's expanded appointment and her assumption of \"executive leadership of the Company,\" making the appointment the principal disclosed action. The filing also announces the appointment of Thomas Jensen and Jared Malbin as directors. These are material governance changes affecting leadership structure at a clinical-stage biopharmaceutical company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T10:08:49.610621+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33424,"accession_number":"0001683168-26-006848","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on the appointment of two directors—Jared Malbin and Thomas Jensen—to Valion Bio's Board, effective August 27, 2026. While the press release also mentions Lisa Wolf's promotion to President and COO (following the departure of CEO Michael K. Handley), the Item 5.02 filing itself focuses on the director appointments. Both appointees bring substantial relevant expertise (Malbin in capital markets and regulatory strategy; Jensen in biotechnology and oncology leadership as current CEO of Allarity Therapeutics), making these material governance changes at a clinical-stage biopharmaceutical company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T10:08:49.610621+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33425,"accession_number":"0001683168-26-006848","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 7.01 disclosure announces a press release regarding changes to management and the Board of Directors: Lisa Wolf's appointment as President and COO (in addition to CFO) following the departure of CEO Michael K. Handley, and the appointments of Thomas Jensen and Jared Malbin as directors. While the Item 5.02 reference suggests executive changes are the primary focus, Item 7.01 itself furnishes the press release as a Regulation FD disclosure. The event is governance-related (leadership and board composition changes) but does not fit neatly into the specific categories of exec_departure, exec_appointment, or exec_compensation—it encompasses multiple governance actions simultaneously. This is material to investors as it signals a significant leadership transition and board strengthening at a clinical-stage biotech company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T10:08:49.610621+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":33422,"accession_number":"0001683168-26-006848","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The primary disclosure in Item 1.01 is the entry into a Letter Agreement on August 31, 2026, whereby 3i purchased 100 Series B Preferred Shares, 7,637 Series C Preferred Shares, and warrants to purchase 1,057,046 shares of Common Stock for $7.737 million. These are convertible preferred shares and warrants issued under Section 4(a)(2) exemption, representing a dilutive equity issuance. While the press release also announces executive changes (Lisa Wolf as President/COO, departure of Michael K. Handley, and board appointments), the Item 1.01 filing centers on the securities purchase agreement and closing, making dilutive_issuance the most salient classification for this Item.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T10:08:49.610621+00:00","company_name":"Valion Bio, Inc.","ticker":"VBIO","filing_date":"2026-09-01"},{"id":33423,"accession_number":"0001683168-26-006848","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the appointment of Lisa Wolf to the expanded roles of President and COO (in addition to her existing CFO role) following the departure of former CEO Michael K. Handley. While both an executive departure and appointment occur, the press release centers on Wolf's expanded appointment and her assumption of \"executive leadership of the Company,\" making the appointment the principal disclosed action. The filing also announces the appointment of Thomas Jensen and Jared Malbin as directors. These are material governance changes affecting leadership structure at a clinical-stage biopharmaceutical company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T10:08:49.610621+00:00","company_name":"Valion Bio, Inc.","ticker":"VBIO","filing_date":"2026-09-01"},{"id":33424,"accession_number":"0001683168-26-006848","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on the appointment of two directors—Jared Malbin and Thomas Jensen—to Valion Bio's Board, effective August 27, 2026. While the press release also mentions Lisa Wolf's promotion to President and COO (following the departure of CEO Michael K. Handley), the Item 5.02 filing itself focuses on the director appointments. Both appointees bring substantial relevant expertise (Malbin in capital markets and regulatory strategy; Jensen in biotechnology and oncology leadership as current CEO of Allarity Therapeutics), making these material governance changes at a clinical-stage biopharmaceutical company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T10:08:49.610621+00:00","company_name":"Valion Bio, Inc.","ticker":"VBIO","filing_date":"2026-09-01"},{"id":33425,"accession_number":"0001683168-26-006848","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 7.01 disclosure announces a press release regarding changes to management and the Board of Directors: Lisa Wolf's appointment as President and COO (in addition to CFO) following the departure of CEO Michael K. Handley, and the appointments of Thomas Jensen and Jared Malbin as directors. While the Item 5.02 reference suggests executive changes are the primary focus, Item 7.01 itself furnishes the press release as a Regulation FD disclosure. The event is governance-related (leadership and board composition changes) but does not fit neatly into the specific categories of exec_departure, exec_appointment, or exec_compensation—it encompasses multiple governance actions simultaneously. This is material to investors as it signals a significant leadership transition and board strengthening at a clinical-stage biotech company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T10:08:49.610621+00:00","company_name":"Valion Bio, Inc.","ticker":"VBIO","filing_date":"2026-09-01"}]}