VOLITIONRX LTD 8-K

What Happened

• VolitionRx Ltd announced on May 22, 2026 (waiver dated May 21, 2026) that Lind Global Asset Management XII LLC waived certain rights and remedies tied to the Company’s failure to meet a Market Capitalization covenant under two senior secured convertible promissory notes (a $7,500,000 note dated May 15, 2025 and a $2,400,000 note dated January 7, 2026).
• Lind waived its rights to declare amounts due, demand immediate payment, accelerate obligations, or foreclose on collateral arising from that specific covenant breach, subject to the limited rights expressly preserved in the Waiver.

Key Details

• Total principal of the two Notes: $7,500,000 (May 15, 2025) + $2,400,000 (Jan 7, 2026) = $9,900,000.
• The covenant breach triggered an additional charge equal to 10% of the Outstanding Principal Amount of each Note, as required by the Notes.
• Under the Waiver and the Notes, Lind may require conversion of all or part of outstanding principal into VolitionRx common stock at the lower of (i) the then-current Conversion Price or (ii) 90% of the average of the three lowest VWAPs during the 20 trading days before Lind’s conversion notice; conversions are limited so Lind’s beneficial ownership does not exceed 4.99%.
• The full Waiver document will be filed as an exhibit to VolitionRx’s Form 10-Q by August 14, 2026.

Why It Matters

• For investors, the Waiver removes the immediate threat that Lind would accelerate the debt or foreclose on collateral due to the market-cap covenant breach, avoiding near-term enforcement actions.
• However, the company now owes an added 10% fee on outstanding principal and faces potential stock dilution if Lind exercises conversion rights, including conversion at a possible discount to market (via the VWAP-based formula).
• The filing signals VolitionRx has not met a market-cap-linked covenant, which is a material credit/covenant event investors should monitor alongside the company’s upcoming 10-Q for the complete waiver terms and any related financial impact.

Keywords: convertible notes, waiver, covenant breach, Lind Global, conversion, dilution, senior secured promissory note, 10% penalty.