VOLITIONRX LTD 8-K

What Happened

• On January 7, 2026 VolitionRx Ltd (VNRX) entered an amended and restated securities purchase agreement with Lind Global Asset Management XII LLC. Under the Amended SPA the company will receive $2,000,000 (net of a $70,000 commitment fee) in exchange for issuing a Senior Secured Convertible Promissory Note with a $2,400,000 principal amount (the “Lind Note”) and a Common Stock Purchase Warrant to buy 7,000,350 shares at $0.5714 per share (5‑year term). The agreement amends a prior May 15, 2025 transaction (a separate $7.5M note and warrants).

Key Details

• Funding and instruments: $2,000,000 funded; Lind Note principal $2,400,000 (no interest) plus Lind Warrant for 7,000,350 shares at $0.5714/share (5 years). Commitment fee $70,000 deducted from proceeds.
• Repayment and conversion: Lind Note payable in 18 monthly installments of $133,333 starting six months after issuance; Lind may increase up to two monthly payments to $1,000,000. Lind may convert at $0.5714/share (up to 4,200,210 shares based on initial principal).
• Payment mechanics and limits: Monthly payments can be made in stock (at a “Repayment Share Price” equal to 90% of a specified VWAP metric), cash at 105% of the required payment, or a mix. Issuance of Note and Warrant shares is subject to ownership limits (4.99% cap, automatic increase to 9.99% if Lind already exceeds 4.99%); aggregate issuance over 19.99% requires shareholder approval per NYSE American Rule 713.
• Security and defaults: Lind Note is secured by a first‑priority lien on company assets, pledges and subsidiary guaranties. Events of Default can accelerate repayment and impose a make‑whole of up to 120% (sometimes 110%) of outstanding principal. Company must file a registration statement within 30 days of closing to register resale of the Note and Warrant shares. The offering relied on Section 4(a)(2) and Rule 506 (Reg D) exemptions.

Why It Matters

• This provides near‑term liquidity ($2M) but increases secured obligations and potential equity dilution if Lind converts the note or exercises warrants. The note’s payment and conversion mechanics (including a discounted share‑based repayment price and conversion at $0.5714) create clear dilution pathways for existing shareholders.
• The secured nature of the note, negative covenants and aggressive default remedies (including make‑whole payments and accelerated repayment on a change of control) could constrain corporate flexibility and increase refinancing risk. Retail investors should watch the company’s registration filing, any share issuances for payments or conversions, and compliance with payment and reporting covenants.