VolitionRx Ltd Grants Waiver Allowing Above-Cap ATM Sales

What Happened

• On September 2, 2026 VolitionRx Ltd (VNRX) and Lind Global Asset Management XII LLC entered a Waiver and Consent under their May 15, 2025 (amended January 7, 2026) Securities Purchase Agreement. Lind agreed that any and all sales under VolitionRx’s ATM (at-the-market) agreement — including amounts above the previously permitted $10 million per calendar year — would be treated as “Permitted ATM Sales” and not “Prohibited Transactions.”
• Lind waived certain remedies and defaults that would otherwise be triggered by past or future ATM sales (only to the extent tied to ATM sales), including rights to declare amounts immediately due, accelerate debt, increase obligations, or foreclose on collateral. The company’s conversion price (for its notes) and exercise price (for the warrants) were adjusted for ATM sales through August 28, 2026; Lind also waived any adjustments to those prices for ATM sales occurring after August 28, 2026.

Key Details

• Purchase Agreement initial dates: May 15, 2025 (amended Jan 7, 2026). Waiver executed Sept 2, 2026.
• Notes issued: $7,500,000 senior secured convertible note (2025 Note) and $2,400,000 senior secured convertible note (Jan 7, 2026) — total $9.9M in original principal.
• Warrants: convertible into up to 651,042 shares (2025 Warrant) and 350,018 shares (additional Warrant).
• ATM cap: previously limited to $10 million per calendar year as “Permitted ATM Sales”; Lind’s Waiver treats sales above that cap as permitted and waives related default rights (limited to ATM-triggered issues). Conversion/exercise prices were adjusted for sales through Aug 28, 2026.

Why It Matters

• For investors, this reduces immediate financing risk: VolitionRx can continue or expand capital raises through its ATM program without facing automatic defaults or lender enforcement tied specifically to ATM sales. That gives the company more flexibility to access public equity capital.
• However, additional ATM sales can dilute existing shareholders (through direct share issuance and potential conversions/exercises of notes and warrants). The filing confirms price adjustments tied to past ATM sales and a waiver of future adjustments after Aug 28, 2026, which affects how much dilution may occur and at what prices.
• The Waiver is material because Lind is a secured creditor with convertible debt and warrants; its consent changes creditor enforcement rights and the company’s near-term financing options.