8-KFiled Sep 1, 8:00 PM ET

VolitionRx Ltd Issues 4.7M Shares to Lind Global in Note Conversions

$VNRX · VOLITIONRX LTD

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VolitionRx Ltd Issues 4.7M Shares to Lind Global in Note Conversions

What Happened VolitionRx Ltd announced that it issued an aggregate of 4,698,628 shares of common stock to Lind Global Asset Management XII LLC to satisfy conversion obligations under previously issued senior secured convertible promissory notes. The shares were issued on August 27, 2026 (two tranches) and August 31, 2026 (five tranches) covering conversion amounts totaling $1,715,000. The notes were originally issued under a securities purchase agreement dated May 15, 2025 (amended January 7, 2026) and had original principal amounts of $7,500,000 and $2,400,000.

Key Details

  • Total shares issued: 4,698,628 common shares across seven conversion tranches.
  • Total conversion value: $1,715,000 (individual conversions: $260k, $190k, $255k, $254k, $253k, $252k, $251k).
  • Issue dates: August 27, 2026 (712,328 and 520,547 shares) and August 31, 2026 (698,630; 695,890; 693,151; 690,411; 687,671 shares).
  • Transaction terms: Issuances relied on exemptions (Section 3(a)(9) or 4(a)(2) of the Securities Act, and/or Rule 506 of Regulation D); to an existing securityholder; no commission; not a public offering or general solicitation.

Why It Matters These conversions reduce outstanding convertible debt by $1.715M while increasing the company’s outstanding common shares by about 4.7 million, which dilutes existing equity. For investors, the key impacts are a lower debt burden for VolitionRx and a larger share count, both of which can affect per-share metrics (earnings per share, ownership percentages) going forward. The filing does not provide the company’s total outstanding shares, so the percentage dilution cannot be calculated from this report alone.