Form SCHEDULE 13G Valion Bio, Inc. Filed by: Murchinson Ltd.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Valion Bio, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/08/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Murchinson Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
440,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, CO |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Marc Bistricer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
440,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
BPY Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
440,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
NOMIS BAY LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
440,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
NOMIS BAY OPPORTUNITY LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
440,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
EOM Management Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
440,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, CO |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
James Keyes | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
440,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Jason Jagessar | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TRINIDAD AND TOBAGO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
440,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Chaja Carlebach | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
440,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Valion Bio, Inc. | |
| (b) | Address of issuer's principal executive offices:
1305 E. Houston Street, Building 1, Suite 311
San Antonio, Texas 78205 | |
| Item 2. | ||
| (a) | Name of person filing:
Murchinson Ltd.*
Marc Bistricer*
BPY Ltd.*
NOMIS BAY LTD.*
NOMIS BAY OPPORTUNITY LTD.*
EOM Management Ltd.*
James Keyes*
Jason Jagessar*
Chaja Carlebach* | |
| (b) | Address or principal business office or, if none, residence:
145 Adelaide Street West
Toronto A6, M5H 4E5 | |
| (c) | Citizenship:
Murchinson Ltd. - Canada
Marc Bistricer - Canada
BPY Ltd. - Bermuda
NOMIS BAY LTD. - Bermuda
NOMIS BAY OPPORTUNITY LTD. - Bermuda
EOM Management Ltd. - Bermuda
James Keyes - United Kingdom
Jason Jagessar - Trinidad and Tobago
Chaja Carlebach - Switzerland | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Murchinson Ltd. - 440,242*
Marc Bistricer - 440,242*
BPY Ltd. - 440,242*
NOMIS BAY LTD. - 440,242*
NOMIS BAY OPPORTUNITY LTD. - 440,242*
EOM Management Ltd. - 440,242*
James Keyes - 440,242*
Jason Jagessar - 440,242*
Chaja Carlebach - 440,242*
*The Common Stock (the "Shares") reported herein represents the approximate number of Shares which one or more funds and accounts (together the "Funds"), advised or sub-advised by Murchinson Ltd. (the "Adviser") currently owns plus has the right to acquire within sixty (60) days through the conversion and/or exercise of Series C preferred stock (the "Preferred Stock") issued by Valion Bio, Inc. (the "Issuer"). The Adviser, in its capacity as the subadviser of the Funds, has the power to vote and the power to direct the disposition of all Shares held by the Funds. EOM Management Ltd. ("EOM"), in its capacity as the adviser of the Funds, may have the power to vote and the power to direct the disposition of all Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser and EOM may be deemed to beneficially own the Shares reported herein. Marc Bistricer, and the directors of the Funds and EOM identified herein, may also be deemed to have investment discretion and voting power over the shares held by the Funds, and are therefore a control persons (the "Control Persons," and collectively with the Adviser, EOM, and the Funds, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares.
The Funds, together with its affiliates, are subject to a blocker which prevents them from exercising and/or converting Preferred Stock into Shares to the extent that, upon such exercise or conversion, the Funds, together with its affiliates, would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker"). Accordingly, the number of Shares reported herein reflects the amount of Shares the Reporting Persons may acquire within 60 days. For the avoidance of doubt, the Reporting Persons do not currently beneficially own all the Shares reported herein. The percent of class reported herein gives effect to the Blocker and is based upon a confirmation from the Issuer on July 10, 2026, stating that there are 4,151,259 Shares outstanding as of July 10, 2026, plus the approximate total number of Shares that the Reporting Persons can acquire upon the conversion and/or exercise of its Preferred Stock subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act.
This Schedule 13G shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein. | |
| (b) | Percent of class:
Murchinson Ltd. - 9.99%*
Marc Bistricer - 9.99%*
BPY Ltd. - 9.99%*
NOMIS BAY LTD. - 9.99%*
NOMIS BAY OPPORTUNITY LTD. - 9.99%*
EOM Management Ltd. - 9.99%*
James Keyes - 9.99%*
Jason Jagessar - 9.99%*
Chaja Carlebach - 9.99%* %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Murchinson Ltd. - 0
Marc Bistricer - 0
BPY Ltd. - 0
NOMIS BAY LTD. - 0
NOMIS BAY OPPORTUNITY LTD. - 0
EOM Management Ltd. - 0
James Keyes - 0
Jason Jagessar - 0
Chaja Carlebach - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Murchinson Ltd. - 440,242*
Marc Bistricer - 440,242*
BPY Ltd. - 440,242*
NOMIS BAY LTD. - 440,242*
NOMIS BAY OPPORTUNITY LTD. - 440,242*
EOM Management Ltd. - 440,242*
James Keyes - 440,242*
Jason Jagessar - 440,242*
Chaja Carlebach - 440,242* | ||
| (iii) Sole power to dispose or to direct the disposition of:
Murchinson Ltd. - 0
Marc Bistricer - 0
BPY Ltd. - 0
NOMIS BAY LTD. - 0
NOMIS BAY OPPORTUNITY LTD. - 0
EOM Management Ltd. - 0
James Keyes - 0
Jason Jagessar - 0
Chaja Carlebach - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Murchinson Ltd. - 440,242*
Marc Bistricer - 440,242*
BPY Ltd. - 440,242*
NOMIS BAY LTD. - 440,242*
NOMIS BAY OPPORTUNITY LTD. - 440,242*
EOM Management Ltd. - 440,242*
James Keyes - 440,242*
Jason Jagessar - 440,242*
Chaja Carlebach - 440,242* | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS
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