decoded.report LIVE FROM SEC FILINGS
CASE FILE · OPENED JUST FOR YOU

VBIO

Valion Bio, Inc.
LAST CLOSE… Pharmaceutical Preparations SHARES +1948.9% · 12M CASH ~1 MO
100
SEVERE
RISK INDEX
RED FLAGS 80 SHARE PRINTING 20 RUNWAY 14 CASH DRAIN 5 YEARS-LONG PATTERN 6 OFFICIAL 8-K NOTICES 6 = 100/100. WHY THIS NUMBER, PIECE BY PIECE.

THE READ 68 red-flag mentions across this year's filings, led by reverse stock split and going concern doubt, and 290 since 2001, so this is a long-running pattern; share count jumped 1949% in a year (holders are being diluted fast); only about 1 month of cash at the current burn rate.

FLAGS DILUTION CASH WHAT CHANGED VERDICT INSIDERS OUTSIDE RECORDS
01

Red Flags

2025-08-27 → 2026-08-27

We read every document this company filed with the SEC this year and counted the classic danger phrases. Where wording can be misleading, we open the actual documents and separate real warnings from accounting boilerplate. Each hit links to the exact document.

Dilution (at the market offering) AT LEAST 1 REAL WARNING · 9 matching docS this year · 39 ALL TIME

An ATM lets the company print and sell new shares into the market any day it wants. Every print dilutes your slice.

EVIDENCE: [1] 8-K/A FILED 2026-02-23 · [2] 8-K/A FILED 2026-02-23 · [3] 8-K FILED 2026-02-09 · [4] 8-K FILED 2026-02-09 · [5] S-3 FILED 2025-12-29

Reverse stock split AT LEAST 39 REAL WARNINGS · 25 matching docS this year · 112 ALL TIME

A reverse split shrinks the share count to lift the price above $1. Repeat reverse splits are the classic death-spiral signature.

EVIDENCE: [1] 8-K FILED 2026-08-27 · [2] S-3 FILED 2025-12-29 · [3] S-1 FILED 2026-04-13 · [4] S-3 FILED 2025-10-17 · [5] S-3 FILED 2025-08-29

Going concern doubt AT LEAST 18 REAL WARNINGS · 21 matching docS this year · 76 ALL TIME

Auditors flagged substantial doubt the company survives the next 12 months without new money.

EVIDENCE: [1] S-3 FILED 2025-12-29 · [2] S-1 FILED 2026-07-17 · [3] S-3 FILED 2025-12-29 · [4] S-1 FILED 2026-04-13 · [5] S-3 FILED 2025-10-17

Delisting / exchange risk AT LEAST 10 REAL WARNINGS · 7 matching docS this year · 63 ALL TIME

The exchange has threatened to kick the stock off. Delisting pressure usually ends in a reverse split or a fire-sale raise.

EVIDENCE: [1] 8-K FILED 2026-03-20 · [2] 8-K FILED 2025-12-11 · [3] 8-K FILED 2025-12-11 · [4] 10-K FILED 2026-03-30 · [5] 8-K FILED 2026-02-09

SOURCE: FULL-TEXT SEARCH OF THE COMPANY'S OFFICIAL SEC FILINGS. "REAL WARNINGS" = WE OPENED THE LINKED DOCUMENTS AND FILTERED PHRASES WRAPPED IN NEGATIONS, RESOLUTION LANGUAGE OR STANDARD CONTRACT TERMS. "AT LEAST" = MORE DOCUMENTS CARRY THE PHRASE THIS YEAR THAN WE COULD OPEN AND READ.

02

The Printing Press

How many shares exist, over time, exactly as the company reported in its own filings. In microcaps, a rising share count is how holders pay for everything: salaries, debts, and bad deals. Sudden collapses in the line are reverse splits, marked below.

9,621,484 shares · 2022-05-10 22,189,739 shares · 2026-08-13 LAST 12M: +1948.9% AVG/YEAR SINCE 2022: +21.7% ◉ REVERSE-SPLIT-STYLE COLLAPSE × 2

SOURCE: THE COMPANY'S OWN REPORTED SHARE COUNTS ACROSS 18 FILINGS, STRAIGHT FROM SEC RECORDS

CHECKING OFFICIAL SPLIT RECORDS…

What this means for YOUR shares

Type how many shares you hold. The math is plain division on the company's own reported counts.

03

Cash Countdown

Cash in the bank against how fast the company burns it. When this hits zero, the next stop is usually a desperate raise at bad terms, and existing holders pay through dilution.

~1 MONTH OF CASH AT THE CURRENT BURNBAR = SHARE OF A 24-MONTH WINDOW
1 MO
EST RUNWAY
cash ÷ monthly burn
$1.74M
MONTHLY BURN
operating cash deficit
$2.11M
CASH ON HAND
latest reported quarter
-70.8%
CASH CHANGE QoQ
latest two reported quarters
2024·92024·122025·32025·62025·92025·122026·32026·6
CASH OVER TIME, LAST 8 REPORTED QUARTERS $2.19M → $2.11M TREND: -3.7%

RUNWAY = CASH ON HAND ÷ MONTHLY CASH BURN. SIMPLE ARITHMETIC ON THE COMPANY'S OWN REPORTED NUMBERS, NOT A PROJECTION.

04

What the Newest Filing Changed

The latest filings, translated into holder impact. Every number cites its form, date and SEC link.

Shares outstanding +593.3%

Shares outstanding rose 3.20M to 22.19M (+593.3%) between 10-Q 2026-05-10 and 10-Q 2026-08-13 (dilution).

NOW: 22,189,739 as of 2026-08-13 (10-Q, filed 2026-08-14)

WAS: 3,200,824 as of 2026-05-10 (10-Q, filed 2026-05-14)

Cash and equivalents -70.8%

Cash and equivalents fell $7.21M to $2.11M (-$5.11M, -70.8%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.

NOW: $2.11M as of 2026-06-30 (10-Q, filed 2026-08-14)

WAS: $7.21M as of 2026-03-31 (10-Q, filed 2026-05-14)

Total assets -15.0%

Total assets fell to $32.47M (from $38.22M, -15.0%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.

NOW: $32.47M as of 2026-06-30 (10-Q, filed 2026-08-14)

WAS: $38.22M as of 2026-03-31 (10-Q, filed 2026-05-14)

Total liabilities +4.7%

Total liabilities rose to $20.59M (from $19.67M, +4.7%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.

NOW: $20.59M as of 2026-06-30 (10-Q, filed 2026-08-14)

WAS: $19.67M as of 2026-03-31 (10-Q, filed 2026-05-14)

Revenue +15.9%

Revenue rose $126K to $146K (+15.9%) between the period ended 2024-09-30 and the period ended 2025-09-30 (10-Q).

NOW: $146K as of 2025-09-30 (10-Q, filed 2025-11-14)

WAS: $126K as of 2024-09-30 (10-Q, filed 2025-11-14)

Cash burn / runway

Monthly operating cash deficit ~$1.74M ($-10.29M over the period ended 2026-06-30 in 10-Q). Against $2.11M cash is roughly 0.1 years of runway (1 months).

NOW: $-10.29M as of 2026-06-30 (10-Q, filed 2026-08-14)

!

Critical 8-K Ledger

OFFICIAL NOTICES · 24 MO

When something material happens, the company itself must announce it in an 8-K under the SEC's numbered item system. These are those announcements, newest first: bankruptcy papers, exchange delisting warnings, auditor changes, financials pulled back. Read straight from the SEC filing index, no interpretation layer.

2026-08-27 ITEM 3.03 · HOLDER RIGHTS MODIFIED FILING ↗
2026-08-17 ITEM 3.02 · UNREGISTERED SHARE SALE ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2026-08-06 ITEM 3.02 · UNREGISTERED SHARE SALE FILING ↗
2026-06-18 ITEM 3.02 · UNREGISTERED SHARE SALE FILING ↗
2026-06-03 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2026-05-04 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2026-03-20 ITEM 3.01 · DELISTING / EXCHANGE NOTICE FILING ↗
2026-03-04 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2026-02-09 ITEM 3.02 · UNREGISTERED SHARE SALE FILING ↗
2025-12-11 ITEM 2.03 · NEW DIRECT OBLIGATION ITEM 3.02 · UNREGISTERED SHARE SALE ITEM 3.03 · HOLDER RIGHTS MODIFIED FILING ↗
2025-10-15 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2025-07-07 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2025-05-02 ITEM 3.02 · UNREGISTERED SHARE SALE ITEM 3.03 · HOLDER RIGHTS MODIFIED FILING ↗
2025-04-03 ITEM 3.02 · UNREGISTERED SHARE SALE FILING ↗
2025-03-21 ITEM 3.02 · UNREGISTERED SHARE SALE FILING ↗
2025-03-05 ITEM 3.03 · HOLDER RIGHTS MODIFIED FILING ↗
2025-02-24 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2025-02-12 ITEM 3.02 · UNREGISTERED SHARE SALE FILING ↗
2025-01-03 ITEM 3.01 · DELISTING / EXCHANGE NOTICE FILING ↗
2024-09-13 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗

SOURCE: THE ITEM NUMBERS THE COMPANY ITSELF PUT ON EACH 8-K IN THE SEC'S FILING INDEX. HOVER A STAMP FOR WHAT THAT ITEM MEANS FOR YOUR SHARES. OFFICIAL NOTICES INSIDE THE LAST 12 MONTHS ALSO FEED THE RISK INDEX ABOVE (CAPPED AT 15 POINTS).

2024·92025·9
QUARTERLY REVENUE, LAST 2 QUARTERS $126K → $146K TREND: +15.9%

EACH BAR IS ONE REPORTED QUARTER. GREEN = MOST RECENT QUARTER GREW VS THE ONE BEFORE.

!

Breaking Filing

8-K · 2026-08-27

An 8-K is the "something happened right now" filing. Here is what this one says, in the company's own words.

Item 5.03

of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein.

Item 7.01

On August 27, 2026, the Company issued a press release announcing the Reverse Split. A copy of that press release is furnished as

READ THE ORIGINAL FILING

05

The Verdict

AVOID · HIGH CONFIDENCE

A rules-based reading of the cited filing facts: a range with reasons, never a prediction.

AVOID
SCREENING VERDICT
HIGH confidence
$0.0957-$0.1140
FAIR VALUE BRACKET
book equity of $0.1913/share at 0.5-1.0x
$0.12
LAST CLOSE
non-realtime

HOW THE BRACKET IS BUILT: BOOK EQUITY OF $0.1913/SHARE AT 0.5-1.0X · MULTIPLES STRIPPED: UNDER A YEAR OF CASH AT THE CURRENT BURN, SO THE BRACKET CAPS AT WIND-DOWN CASH · CASH FLOOR: $0.0950/SHARE IN A WIND-DOWN.

BASIS FOR

+1

Shares outstanding grew 593.3% between the last two reported quarters, a heavy dilution event.

+2

Revenue was roughly flat (+15.9% period over period).

+3

Fair-value range anchored to cited facts: $0.0957 to $0.1140 per share.

AGAINST

−1

Cash of $2,108,000 funds under half a year of operating burn, a hard going-concern pressure without fresh capital.

−2

Verified going-concern warnings in a recent filing: auditors or management flagged substantial doubt about continuing (document text checked, boilerplate excluded).

METHOD: DETERMINISTIC RULES OVER CITED SEC FILING FACTS: SHARE-COUNT CHANGE BETWEEN THE LAST TWO REPORTED QUARTERS (DILUTION), CASH-TO-BURN RUNWAY FROM THE MOST RECENT OPERATING CASH FLOW, PERIOD-OVER-PERIOD REVENUE GROWTH, AND A FAIR-VALUE RANGE ANCHORED TO CASH PER SHARE VS PRICE. THRESHOLDS ARE TUNABLE IN APP/VERDICT_ENGINE.PY. NOT A PREDICTION.

06

Insider Paper Trail

GRANTS ONLY

Every time an officer, director or big owner trades shares, the law makes them file a Form 4 within two business days. We read the actual filings: who traded, what kind of trade, how big, at what price.

0
OPEN-MARKET BUYS
nobody is buying with their own cash
0
OPEN-MARKET SELLS
no open-market selling
5
GRANTS / AWARDS
49,596 new shares/options handed out: future dilution
DATEWHOACTION
2026-06-18 Wolf Lisa G CHIEF FINANCIAL OFFICER OPTION EXERCISE 92
2026-06-18 Wolf Lisa G CHIEF FINANCIAL OFFICER OPTION EXERCISE 92 OPTIONS/DERIVATIVE
2026-05-18 Handley Michael K DIRECTOR OPTION EXERCISE 2,206
2026-05-18 Handley Michael K DIRECTOR OPTION EXERCISE 2,206 OPTIONS/DERIVATIVE
2026-05-01 Lackey Melinda GENERAL COUNSEL & SVP OF GRANT/AWARD 45,000 OPTIONS/DERIVATIVE

NO OPEN-MARKET BUYS OR SELLS: JUST COMPENSATION PAPER. WATCH WHETHER THE GRANTS TURN INTO SALES ONCE THEY VEST. "10B5-1 PLAN" MEANS THE TRADE WAS SCHEDULED UNDER A PRE-SET TRADING PLAN, DISCLOSED IN THE FILING'S OWN FOOTNOTES: PRE-PLANNED SALES CARRY LESS SIGNAL THAN SPUR-OF-THE-MOMENT ONES. SOURCE: FORM 4 FILINGS, PARSED FROM THE SEC'S OWN XML, LAST 3 FILINGS.

07

Filing Timeline

The company's most recent SEC paperwork, newest first.

8-K 2026-08-27 0001683168-26-006742
SCHEDULE 13D/A 2026-08-24 0001753926-26-001610
RW 2026-08-24 0001683168-26-006676
8-K/A 2026-08-20 0001683168-26-006632
SCHEDULE 13D/A 2026-08-19 0001753926-26-001562
8-K 2026-08-17 0001683168-26-006501

SOURCE: THE COMPANY'S SEC FILING INDEX

08

Outside the Filings

Public records that most investors never check, cross-checked against what the company claims. This is where shells slip up.

valionbio.com
WEB ADDRESS ON RECORD
registered 2026-04-15 · via GoDaddy.com, LLC
0.4 YRS OLD
DOMAIN AGE
young web address: for a company claiming history, that is a classic shell tell
7
OFFICIAL OFFERING DOCS · 12M
last one 2026-04-15: shares were actually sold to the market
6
SHELF REGISTRATIONS · 12M
paperwork filed to allow future share sales: future dilution waiting
0
BIG-OWNER TAKEOVER FILINGS · 12M
no outside investor has crossed the 5% disclosure line this year
PUBLIC FLOAT
shares actually tradable, vs held by insiders and big owners
SOLD SHORT
FINRA short interest: how many shares are bets against this company, and how many days of trading it would take to cover
CLEAR
US SANCTIONS SCREEN
company name checked against the official US sanctions list (19290 entries)
LEGAL IDENTITY (LEI)
every company that trades securities must carry a global legal identifier: status, parent chain and subsidiaries from the official registry
INSTITUTIONAL HOLDERS · 13F
quarterly institutional holdings filings scanned for this exact company name: which funds still report holding shares, from their own filings
SITE HISTORY
how long the company's website has been around, per the public web archive
CERT RECORD
public certificate logs date the company's web infrastructure: old and boring is good, brand-new is a tell
REGISTRANT HISTORY
old snapshots of public WHOIS pages: has the registered owner of this address changed hands
HOSTING + MAIL RECORDS
public DNS records: where the address is pointed and whether it can even receive mail
Web address registered within the last year

Cross-referenced from public domain registration records, not from anything the company says about itself.

SOURCES: PUBLIC DOMAIN REGISTRATION RECORDS (FOUND IN THE COMPANY'S OWN FILING SIGNATURES) · THE COMPANY'S SEC FILING INDEX · OFFICIAL US SANCTIONS LIST · QUARTERLY 13F FILINGS VIA EDGAR FULL-TEXT SEARCH · LEGAL-IDENTITY, SITE-HISTORY, CERTIFICATE, REGISTRANT-HISTORY AND DNS SLOTS STREAM IN FROM FREE PUBLIC REGISTRIES WITHOUT BLOCKING THIS PAGE.

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Real visitors who opened this case file also checked these tickers. Derived only from on-site search and watchlist activity of the last 90 days: no tracking, no cookies.

09

Company Record

Legal nameValion Bio, Inc.
Fiscal year end1231
HQ1305 E. HOUSTON STREET, BUILDING 1, SUITE 311, SAN ANTONIO, TX
Last periodic report2026-08-14 (10-Q, 13d ago)
Shares outstanding22,189,739 as of 2026-08-13 (10-Q)

SOURCE: THE COMPANY'S SEC FILING INDEX

Next time VBIO files something scary, know within minutes.

One Telegram message per material filing: dilution, going concern, delisting, insider dumps. No account, no email. Every line cites its SEC source. Leave anytime with /unwatch.

WATCH VBIO ON TELEGRAM →
+

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