Valion Bio, Inc.

Effective Date; Symbol; CUSIP Number.

The Reverse Split will become effective as of 12:01 a.m. Eastern Time on the Effective Date, and the Common Stock will begin trading on a split-adjusted basis at the open of business on the Effective Date. In connection with the Reverse Split, the CUSIP number for the Common Stock will change to 918942202. The trading symbol for the Company, “VBIO,” will remain unchanged.

Split Adjustment; Treatment of Fractional Shares.

On the Effective Date, the total number of issued and outstanding shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Split divided by twenty-five (25). No fractional shares will be issued in connection with the Reverse Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Split. Instead, any fractional shares of Common Stock resulting from the Reverse Split will be rounded up to the nearest whole share of Common Stock.

Also on the Effective Date, all preferred stock, options, warrants and other convertible securities of the Company outstanding, as well as the number of shares reserved under the Company’s amended and restated 2021 equity incentive plan, as amended, in each case immediately prior to the Reverse Split, will be adjusted by dividing the number of shares of Common Stock into which such shares of preferred stock, options, warrants and other convertible securities are exercisable or convertible by twenty-five (25) and multiplying the exercise or conversion price thereof by twenty-five (25), all in accordance with the terms of the plans, agreements or arrangements governing such securities and subject to rounding.

Certificated and Non-Certificated Shares.

Odyssey Transfer and Trust Company, the Company’s transfer agent, is acting as exchange agent for the Reverse Split. Registered stockholders who hold shares of Common Stock are not required to take any action to receive post-Reverse Split shares. Stockholders owning shares of Common Stock via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Split.

Delaware State Filing.

On August 26, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), with the Secretary of State of the State of Delaware, pursuant to which, effective August 31, 2026, the Reverse Split will be effected. A copy of the Charter Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.

Capitalization.

As a result of the Reverse Split, each twenty-five (25) issued and outstanding shares of Common Stock will be combined into one (1) share of Common Stock. The number of shares of Company Common Stock and preferred stock authorized for issuance under the Company’s Amended and Restated Certificate of Incorporation, as amended, will remain unchanged. The Reverse Split will not change the par value of the Company’s Common Stock or preferred stock.

Immediately after the Reverse Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain materially unchanged, except for changes and adjustments that result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Split.

The above description of the Charter Amendment and the Reverse Split is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 27, 2026, the Company issued a press release announcing the Reverse Split. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of anyincorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.