Dilution profile // every instrument, one screen, from SEC filings

Valion Bio, Inc. (VBIO)

CIK 1787740 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$106M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
MEDIUMwarrants = 39% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+1414% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~3.6 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2022-05-102026-08-13

Latest: 22.2M shares as of Aug 13, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-13
HowThe newest cover-page count as filed. It is used as the current count only while it is no more than about 15 months older than the company’s newest periodic filing; the float checker applies a 200-day rule and sets it beside the balance-sheet count.
Open the source document →
Share count fell from 146.6M to 1.5M between Aug 10, 2023 and Nov 10, 2023, a pattern consistent with a reverse split (roughly 1-for-100); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

TrancheWarrantsExercise priceTermNotes
Note Offering Warrant4.6M$2.2315yFV $9.4M
Warrants Expiring December10203024.6M$2.231——
Warrants Expiring December10203012.9M$2.231——
Warrants Expiring May142029415,589$14.45——
Fourth Tranche Warrants195,793$0.61284yDOWN-ROUND
Warrants Expiring September262030195,793$0.62——
Warrants Expiring August212030188,842$0.62——
Fifth Tranche Investor Warrants156,026$0.6128——
Prefunded Warrants156,026$0.613—FV $375,000
Warrants Expiring July31203064,065$0.62——
Tranche Closing Warrants61,287$0.61284yDOWN-ROUND
Warrants Expiring June25203061,287$0.62——

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 8.7M underlying shares, as reported Jun 30, 2026 (10-Q).

Reported exercise price: $0.85 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $70,000 as of May 31, 2024.

Down-round (price protection) accounting has been tagged in this filer’s XBRL: some instrument carries repricing protection. The tranche table above shows where the filer scoped it.

Rough fully diluted estimate: 30.9M = 22.2M O/S + 8.7M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Note$16.3M$7.4M$2.2315%~7.3M sh

If every note above converted at its tagged price: ~7.3M new shares on 22.2M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding22.2MAug 13, 2026
+ Note Offering Warrant (if exercised)4.6MDec 9, 2025
+ Warrants Expiring December1020302 (if exercised)4.6MJun 30, 2026
+ Warrants Expiring December1020301 (if exercised)2.9MJun 30, 2026
+ Warrants Expiring May142029 (if exercised)415,589Jun 30, 2026
+ Fourth Tranche Warrants (if exercised)195,793Jun 18, 2026
+ Warrants Expiring September262030 (if exercised)195,793Jun 30, 2026
+ Warrants Expiring August212030 (if exercised)188,842Jun 30, 2026
+ Fifth Tranche Investor Warrants (if exercised)156,026Jun 18, 2026
+ Prefunded Warrants (if exercised)156,026Jun 30, 2026
+ Warrants Expiring July312030 (if exercised)64,065Jun 30, 2026
+ Tranche Closing Warrants (if exercised)61,287Jun 18, 2026
+ Warrants Expiring June252030 (if exercised)61,287Jun 30, 2026
+ Convertible Note (if fully converted)7.3MDec 9, 2025
Fully diluted estimate43.0M+93.7% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $106.2Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Oct 16, 2026$6.2M registeredfiling →
S-3Oct 8, 2026$100.0M registeredfiling →

Last 12 months: 9 executed · 6 registered.

EXECUTEDNov 9, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDOct 27, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEOct 21, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEOct 20, 2026SEC declared a registration effective — selling can beginEFFECT →
EFFECTIVEOct 20, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDOct 16, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
REGISTEREDOct 8, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDOct 8, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDSep 1, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
WITHDRAWNAug 24, 2026Registration withdrawnRW →
EXECUTEDAug 17, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EFFECTIVEAug 12, 2026SEC declared a registration effective — selling can beginEFFECT →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

Keep going: float checker · offering calendar · short-squeeze screener · full VBIO workspace

Free to use. No account, no card.