VolitionRx Secures $2.0 Million in Funding

Rhea-AI Summary

Volition (NYSE AMERICAN: VNRX) entered an amended and restated securities purchase agreement with Lind Global Asset Management XII LLC to receive $2.0 million gross proceeds in exchange for a senior secured convertible promissory note with $2.4 million principal (the 2026 Note) and a five-year warrant to buy 7,000,350 common shares at $0.5714 per share. The company will pay a $70,000 commitment fee by deduction from the funding. The 2026 Note accrues no interest and is repayable in 18 monthly installments of $133,333, convertible at $0.5714, and the company must file a resale registration within 30 days of closing.

Positive

• Gross proceeds of $2.0M to support near-term liquidity
• Convertible structure allows potential conversion instead of cash repayment
• Registration required within 30 days to enable resale of investor shares

Negative

• Senior secured notes combine to $9.9M principal outstanding (2025 and 2026 Notes)
• Warrant could dilute shareholders by up to 7,000,350 shares at $0.5714
• Company will pay a $70,000 commitment fee deducted from funding

Key Figures

Gross proceeds $2,000,000 Funding from Lind Global Asset Management XII LLC under Amended Agreement

2026 Note principal $2,400,000 Senior secured convertible promissory note issued to Investor

Warrant shares 2026 7,000,350 shares Five-year common stock purchase warrant under Amended Agreement

Exercise / conversion price $0.5714 per share Applies to 2026 Warrant exercise and 2026 Note conversion

Commitment fee $70,000 Fee to Investor deducted from funding proceeds

Installment count 18 monthly installments Repayment schedule for 2026 Note starting six months after issuance

Installment amount $133,333 per month Base monthly repayment amount on 2026 Note

Registration deadline 30 days Time to file registration statement for resale of conversion and warrant shares

Market Reality Check

$0.3330 Last Close

Volume Volume 957,549 is below the 20-day average of 2,078,381, with relative volume at 0.46x ahead of this funding announcement. low

Technical Shares traded below the 200-day moving average, with price at $0.2857 versus MA(200) at $0.53 before this news.

Peers on Argus 1 Up

VNRX was up about 3.22%, while key peers ICCM, LUNG, TELA, APYX, and CTSO showed declines ranging from -0.22% to -5.56%. Momentum scanner activity in the space was limited, with only WOK flagged up 9.31% and without news, pointing to a stock-specific move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 17	Business review update	Positive	+10.3%	Outlined 2025 commercial, clinical, and IP milestones for Nu.Q platform.
Dec 11	Technology preprint	Positive	+2.6%	Reported Capture-Seq cfDNA enrichment data and large TAM estimate.
Dec 08	Conference data	Positive	-0.7%	Presented lung cancer biomarker data and progress toward first deployment.
Dec 04	Sepsis program inclusion	Positive	+9.5%	Nu.Q NETs assay selected as sole biomarker in French sepsis initiative.
Nov 25	First assay sale	Positive	-10.0%	Announced first commercial sale of Nu.Q Cancer assays for certification.

Pattern Detected

Recent news has generally been positive, with mixed price reactions: three positive moves and two selloffs on favorable announcements.

Recent Company History

Over the last several months, Volition reported multiple scientific and commercial milestones, including first clinical orders for Nu.Q® Cancer, inclusion of Nu.Q® NETs in France’s DETECSEPS program, and a detailed Business Review 2025 outlining IP and commercialization progress. Market reactions to these positive updates were inconsistent, with 3 events seeing gains and 2 seeing declines, providing a mixed backdrop for the current funding transaction.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-07-03

The company has an effective S-3 shelf registration filed on 2025-07-03, expiring 2028-07-03, with at least 4 recorded takedowns via 424B supplements, indicating active use of shelf capacity. No aggregate shelf amount is provided here.

Market Pulse Summary

The stock surged +24.2% in the session following this news. A strong positive reaction aligns with the company’s pattern of sharp moves on material financing and milestone updates. Recent history shows both rallies and selloffs following favorable news, so a gain of 5%+ on this funding could reflect relief over near-term liquidity against a backdrop of an active S-3 shelf and prior capital raises, but past reversals highlight the risk of sentiment shifting once the structure and potential dilution are fully digested.

Key Terms

securities purchase agreement financial

"entered into an amended and restated securities purchase agreement (the "Amended Agreement")"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

senior secured convertible promissory note financial

"issuance to the Investor of a senior secured convertible promissory note in the principal amount"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

common stock purchase warrant financial

"a five-year common stock purchase warrant to purchase up to 7,000,350 shares"

A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.

registration statement regulatory

"required to prepare and file a registration statement covering the resale of all of the shares"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

resale regulatory

"covering the resale of all of the shares of common stock issued or issuable"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

public offering financial

"there be any sale of these securities in any state or other jurisdiction in which such offer"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

AI-generated analysis. Not financial advice.

HENDERSON, Nev., Jan. 8, 2026 /PRNewswire/ -- VolitionRx Limited (NYSE AMERICAN: VNRX) ("Volition" or the "Company"), a multi-national epigenetics company, announced today that it has entered into an amended and restated securities purchase agreement (the "Amended Agreement") with Lind Global Asset Management XII LLC (the "Investor"), an investment fund managed by The Lind Partners, a New York-based institutional fund manager. Under the Amended Agreement, the Company will receive aggregate gross proceeds of $2,000,000 from the Investor in exchange for the issuance to the Investor of a senior secured convertible promissory note in the principal amount of $2,400,000 (the "2026 Note"), and a five-year common stock purchase warrant to purchase up to 7,000,350 shares of the Company's common stock at an exercise price of $0.5714 per share (the "2026 Warrant" and, together with the 2026 Note, the "2026 Securities"), subject to the satisfaction of certain closing conditions. As additional consideration to Investor, we have agreed to pay a commitment fee in the amount of $70,000, which shall be paid by deduction from the funding to be received.

As previously reported, on May 15, 2025, the Company and Investor entered into a securities purchase agreement (the "Original Agreement") pursuant to which the Company issued to the Investor a senior secured convertible promissory note in the principal amount of $7,500,000 (the "2025 Note") and a common stock purchase warrant to purchase of 13,020,834 shares of common stock (together with the 2025 Note, the "2025 Securities"). The Amended Agreement amends and restates the Original Agreement to provide for the sale and issuance of the 2026 Securities, which issuance and sale is in addition to the previous issuance and sale of the 2025 Securities. The 2025 Note and the 2026 Note are secured by the assets of the Company and its subsidiaries.

The 2026 Note, which does not accrue interest, shall be repaid in eighteen (18) consecutive monthly installments in the amount of $133,333 beginning six months from the issuance date.  Investor may elect with respect to no more than two (2) monthly payments to increase the amount of such monthly payment up to $1,000,000 upon notice to the Company.  The monthly payments due under the 2026 Note may be made at the Company's election by the issuance of shares of common stock, cash, or a combination of cash and shares in accordance with the terms of the Note.  The outstanding principal under the 2026 Note is convertible into shares of common stock at a price per share of $0.5714.

Pursuant to the Amended Agreement, within 30 days of the closing, the Company is required to prepare and file a registration statement covering the resale of all of the shares of common stock issued or issuable to the Investor upon conversion of the 2026 Note or exercise of the 2026 Warrant.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Volition

Volition is a multi-national company focused on advancing the science of epigenetics. Volition is dedicated to saving lives and improving outcomes for people and animals with life- altering diseases through earlier detection, as well as disease and treatment monitoring.

Through its subsidiaries, Volition is developing and commercializing simple, easy to use, cost-effective blood tests to help detect and monitor a range of diseases, including some cancers and diseases associated with NETosis, such as sepsis. Early detection and monitoring have the potential not only to prolong the life of patients, but also to improve their quality of life.

Volition's research and development activities are centered in Belgium, with an innovation laboratory and office in the U.S. and an office in London.

Media Enquiries

Louise Batchelor, Volition mediarelations@volition.com
+44 (0)7557 774620

Investor Relations

Jeremy Feffer, LifeSci Advisors jfeffer@lifesciadvisors.com
+1-212-915-2568

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release may be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that concern matters that involve risks and uncertainties that could cause actual results to differ materially from those anticipated or projected in the forward-looking statements. Words such as "expects," "anticipates," "intends," "plans," "aims," "targets," "believes," "seeks," "estimates," "optimizing," "potential," "goal," "suggests," "could," "would," "should," "may," "will" and similar expressions identify forward-looking statements. These forward-looking statements reflect the current beliefs and expectations of management and include statements regarding the closing of the contemplated offering with the Investor and the amount of aggregate gross proceeds the Company expects to receive in connection therewith. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Although Volition believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.

Forward-looking statements are subject to risks and uncertainties that may cause Volition's actual activities or results to differ materially from those indicated or implied by any forward-looking statement, including, without limitation, due to risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the offering, and risks disclosed in other documents Volition files from time to time with the SEC, including Volition's Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. These statements are based on current expectations, estimates and projections about Volition's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict.

Forward-looking statements are made as of the date of this release, and, except as required by law, Volition does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.

Nucleosomics™, Capture-PCR™, Nu.Q® and Capture-Seq™ and their respective logos are trademarks and/or service marks of VolitionRx Limited and its subsidiaries. All other trademarks, service marks and trade names referred to in this press release are the property of their respective owners. Additionally, unless otherwise specified, all references to "$" refer to the legal currency of the United States of America.

View original content:https://www.prnewswire.com/news-releases/volitionrx-secures-2-0-million-in-funding-302656329.html

SOURCE VolitionRx Limited

FAQ

What funding did Volition (VNRX) secure on January 8, 2026?

Volition agreed to receive $2.0M in gross proceeds in exchange for a senior secured convertible note and a five-year warrant to buy 7,000,350 shares at $0.5714 per share.

How is the 2026 Note for Volition (VNRX) structured and repaid?

The 2026 Note has $2.4M principal, accrues no interest, and is repayable in 18 monthly installments of $133,333 beginning six months after issuance; payments may be cash, shares, or both.

What dilution risk does the Volition (VNRX) financing pose to shareholders?

The financing includes a warrant for 7,000,350 shares at $0.5714 and conversion rights on the note at the same price, which could increase share count if exercised or converted.

Are Volition (VNRX) shares from the 2026 financing immediately tradable?

The company must prepare and file a registration statement covering resale of shares issued or issuable under the 2026 securities within 30 days of closing.

What fees did Volition (VNRX) agree to pay in connection with the funding?

Volition agreed to a $70,000 commitment fee that will be paid by deduction from the funding received.