VolitionRx Ltd Issues Shares to Lender Under Convertible Notes

What Happened
VolitionRx Ltd (VNRX) filed an 8‑K (Item 3.02) reporting that it issued a total of 773,361 shares of common stock to Lind Global Asset Management XII LLC to satisfy conversion obligations under senior secured convertible promissory notes. The Company issued 220,264 shares on August 11, 2026 to satisfy a $150,000 conversion and 553,097 shares on August 20, 2026 to satisfy a $250,000 conversion. The notes relate to a securities purchase agreement dated May 15, 2025 (as amended and restated January 7, 2026).

Key Details

• Total shares issued: 773,361 common shares (220,264 on Aug 11, 2026; 553,097 on Aug 20, 2026)
• Amounts satisfied: $150,000 and $250,000 respectively (aggregate $400,000)
• Original notes cited: senior secured convertible promissory notes with original principal amounts of $7.5M and $2.4M under the SPA
• Securities law treatment: Issuances made to an existing securityholder relying on exemptions (Section 3(a)(9) or 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D); no commissions, no public offering, no general solicitation

Why It Matters
The company reduced $400,000 of convertible note obligations by issuing stock instead of paying cash, which decreases indebtedness but increases the share count. For investors, this matters because such conversions can dilute existing shareholders and change the company’s capital structure. The filing confirms the transactions were private, to an existing holder, and relied on typical private‑placement exemptions.