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VolitionRx Limited (VNRX) received an amended Schedule 13D from Lagoda Investment Management, L.P., Lagoda Investment Management, LLC, and Fatima Dickey updating their beneficial ownership in the company’s common stock. As of this amendment, the reporting persons may be deemed to beneficially own 1,650,505 shares of common stock, including 171,055 shares underlying warrants held in managed accounts. This position represents approximately 5.9% of the outstanding common stock, calculated under Rule 13d-3 using 27,903,326 shares outstanding as of September 14, 2026 plus the warrant shares. The amendment also notes that on September 16, 2026 the investment manager sold 1,500 shares in an open-market transaction at $0.2855 per share; aside from this trade, no other transactions in VolitionRx common stock have been reported since September 4, 2026.
VolitionRx Limited (VNRX) reported unregistered equity issuances related to conversions of its senior secured convertible promissory notes held by Lind Global Asset Management XII LLC. On September 2, 2026, the company issued 706,214 shares of common stock to satisfy a $250,000 conversion obligation. On September 10, 2026, it issued an additional 707,236 shares of common stock to satisfy a $215,000 conversion obligation. These issuances were made to an existing securityholder in reliance on exemptions from registration under the Securities Act, without commissions, public offering, or general solicitation. As of September 14, 2026, common shares issued and outstanding totaled 27,903,326.
VolitionRx Limited (VNRX) has fully prepaid in cash its senior secured convertible promissory note issued to Lind Global Asset Management XII LLC, originally for $7.5 million and due May 20, 2027, eliminating all obligations under that note and reducing potential equity overhang from future conversions. A second senior secured convertible promissory note issued to Lind on January 7, 2026, with an original principal amount of $2.4 million, remains outstanding in the amount of $2,041,667. Management states that further debt and expense reduction remains a top priority.
VolitionRx Limited (VNRX) filed a pre-effective amendment to its Form S-3 to register for resale up to 10,006,360 shares of common stock for a single selling stockholder, Lind Global Asset Management XII LLC. These shares may be issued upon conversion and/or repayment of VolitionRx’s outstanding secured convertible notes and exercise of related warrants.
The registration is solely for resales by the selling stockholder; VolitionRx will not receive any proceeds from the sale of these shares, though it will bear an estimated $31,539 of registration expenses. The notes are convertible at the lower of a fixed conversion price or 90% of the three lowest volume weighted average prices over a 20-trading-day lookback, and prior covenant non-compliance increased note principal by $623,333, which, together with down-round price adjustments, has substantially increased potential share issuances to Lind.
As of August 27, 2026, VolitionRx had 18,727,948 shares outstanding, and Lind’s beneficial ownership through notes and warrants could reach 12,434,859 shares, subject to contractual caps of 4.99%–9.99% of outstanding shares at any time. The company highlights risks that conversions and resales under this structure could significantly dilute existing stockholders and pressure the trading price.
VolitionRx Limited (VNRX) filed a pre-effective amendment to its shelf registration statement to update the selling stockholder disclosure for Lind Global Asset Management XII LLC. The revised table shows up to 10,006,360 shares of Common Stock being offered for resale by this selling stockholder, based on 18,727,948 shares outstanding as of August 27, 2026.
The beneficial position for Lind is tied to VolitionRx notes and warrants, including shares issuable upon conversion or repayment of the 2025 and 2026 Lind Notes and upon exercise of related warrants with an exercise price of $2.015 per share, as adjusted under down-round anti-dilution provisions. These instruments are subject to a 4.99%/9.99% beneficial ownership cap, while a prior 19.99% limitation on voting securities was terminated following stockholder approval on March 31, 2026.
VOLITIONRX LTD (VNRX) is the subject of a Schedule 13D filed by Lagoda Investment Management, L.P., Lagoda Investment Management, LLC and Fatima Dickey, who together may be deemed to beneficially own 1,652,005 shares of common stock, or 7.4% of the company, including warrants.
The position consists of 1,480,950 shares plus warrants exercisable for 171,055 shares, acquired for an aggregate of about $10.97 million. The filers previously reported on Schedule 13G but switched to Schedule 13D under Rule 13d‑1(e) after Dickey sent an August 17, 2026 letter to the board supporting management while recommending reductions in executive compensation and other operating expenses.
VolitionRx Limited (VNRX) entered into a waiver and consent with Lind Global Asset Management XII LLC on September 2, 2026, modifying the treatment of share sales under its at-the-market offering agreement. Lind consented to any and all ATM sales, including those above the prior $10 million per calendar year cap, being treated as Permitted ATM Sales and not Prohibited Transactions. Lind also waived any existing or future Events of Default, related remedies, and certain notice breaches to the extent they arise from past or future ATM sales, and agreed that no Conversion Price or Warrant Exercise Price adjustments will result from ATM sales occurring after August 28, 2026. Conversion and exercise prices were adjusted in accordance with existing terms for ATM sales through August 28, 2026.
VolitionRx Limited (VNRX) reported unregistered issuances of common stock tied to conversions of existing senior secured convertible promissory notes held by Lind Global Asset Management XII LLC. The company previously issued notes with original principal amounts of $7,500,000 and $2,400,000 under a securities purchase agreement.
To satisfy conversion obligations under these notes, VolitionRx issued to Lind 712,328 shares for a $260,000 obligation and 520,547 shares for a $190,000 obligation on August 27, 2026. On August 31, 2026, it issued 698,630 shares for $255,000, 695,890 shares for $254,000, 693,151 shares for $253,000, 690,411 shares for $252,000, and 687,671 shares for a $251,000 obligation.
The issuances were made to an existing securityholder without paid commissions, did not involve a public offering, and were made without general solicitation or advertising, relying on exemptions from registration under Section 3(a)(9) or Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and corresponding state “blue sky” laws.
VolitionRx Limited (VNRX) has filed a resale registration statement allowing Lind Global Asset Management XII LLC to offer and sell up to 10,006,360 shares of common stock. These shares may be issued upon conversion and/or repayment of VolitionRx’s outstanding secured convertible promissory notes held by Lind, reflecting prior down-round price adjustments and a market capitalization covenant breach.
The company will not receive any proceeds from sales under this prospectus but will bear an estimated $31,539 of registration expenses. Lind can convert at the lower of the current conversion price or 90% of the three lowest VWAPs over 20 trading days, subject to 4.99%/9.99% beneficial ownership limits. VolitionRx discloses significant risks around its ability to service the notes, potential substantial dilution and selling pressure, and a prior going concern audit opinion.