VOLITIONRX LTD 8-K

What Happened

• VolitionRx Ltd (VNRX) filed an 8-K (Item 3.02) disclosing that it issued common stock to Lind Global Asset Management XII LLC (“Lind”) to satisfy repayment obligations under a senior secured convertible promissory note originally issued May 15, 2025 (amended Jan 7, 2026) with a $7,500,000 principal. Specifically, the Company issued 1,893,936 shares on Jan 16, 2026 (for $416,666), 2,569,753 shares on Jan 29, 2026 (for $583,334), and 1,956,178 shares on Feb 17, 2026 (for $416,666).
• The filing also reconfirms a Sept 18, 2025 private placement in which VolitionRx issued 483,870 shares and warrants to purchase up to 483,870 additional shares (exercise price $0.682, exercisable immediately, expiring Sept 18, 2030) at a combined price of $0.62 per share-plus-warrant, for aggregate proceeds of $300,000 (excluding any warrant exercise proceeds).

Key Details

• Issuer: VolitionRx Ltd; Noteholder/recipient: Lind Global Asset Management XII LLC.
• Convertible note principal: $7,500,000 (SPA dated May 15, 2025; amended Jan 7, 2026).
• Share issuances to Lind: 1,893,936 (Jan 16, 2026), 2,569,753 (Jan 29, 2026), 1,956,178 (Feb 17, 2026) to satisfy payments totaling $1,416,666 across those dates.
• Private placement (Sept 18, 2025): 483,870 shares + warrants for 483,870 shares; combined price $0.62 per unit; warrants exercise price $0.682; warrants expire Sept 18, 2030.

Why It Matters

• These are equity-based repayments of debt, meaning the Company reduced cash outflows by issuing common stock to satisfy note payment obligations. That increases the number of outstanding shares and can dilute existing shareholders if additional shares are issued or warrants are exercised.
• The transactions were completed as private, unregistered offerings (relying on Section 3(a)(9), Section 4(a)(2) and/or Rule 506 of Regulation D) to existing securityholders, with no underwriting fees or public solicitation. Investors should watch for any future disclosures about additional conversions, warrant exercises, or further financings that could affect share count and ownership.