VolitionRx Ltd Issues Shares in Convertible Note Conversions

What Happened
VolitionRx Ltd announced it issued an aggregate of 2,157,340 shares of common stock to Lind Global Asset Management XII LLC to satisfy conversions under a senior secured convertible promissory note. The Company issued 698,113 shares on September 18, 2026 (to satisfy a $185,000 conversion) and 1,459,227 shares on September 23, 2026 (to satisfy a $340,000 conversion). The note was originally issued May 15, 2025 (amended and restated January 7, 2026) with an original principal of $2,400,000.

Key Details

• Issuer: VolitionRx Ltd; Holder: Lind Global Asset Management XII LLC.
• Shares issued: 698,113 (9/18/2026) + 1,459,227 (9/23/2026) = 2,157,340 shares.
• Conversion amounts: $185,000 and $340,000, total $525,000 of debt satisfied.
• Securities law treatment: Issuances made as unregistered sales relying on Section 3(a)(9) or alternatively Section 4(a)(2) and/or Rule 506 of Regulation D, and applicable state "blue sky" exemptions; to an existing securityholder, no commissions, no public offering, no general solicitation.

Why It Matters
These share issuances reduced the Company’s convertible debt obligations by $525,000 and increased the number of outstanding shares by 2,157,340, which can dilute existing shareholders. The filings show the transactions relied on private-offering exemptions (i.e., were not registered), a common approach for note conversions. Investors should note the impact on capital structure (debt reduction and share count increase) when assessing VolitionRx’s equity dilution and outstanding obligations.