VOLITIONRX LTD SEC Filings

VolitionRx Limited has filed a resale registration covering up to 3,306,607 shares of common stock, all to be offered from time to time by Lind Global Asset Management XII LLC as selling stockholder. These shares may be issued upon conversion and/or repayment of two outstanding convertible secured promissory notes first issued on May 20, 2025 and January 15, 2026. The company is not selling any shares in this transaction and will receive no proceeds from any resale; Lind will receive all sale proceeds while VolitionRx pays the registration expenses. As of June 26, 2026, there were 12,044,339 shares outstanding, and Lind’s holdings (largely from the notes and related warrants) are subject to a 4.99%/9.99% Beneficial Ownership Limitation. The notes carry market-based conversion pricing and have already triggered a 10% principal increase after a market capitalization covenant breach, for which Lind granted a waiver of acceleration rights while keeping other covenants in place.

VolitionRx Limited reported unregistered sales of common stock tied to a previously issued senior secured convertible promissory note. The company had issued a note with an original principal amount of $7,500,000 to Lind Global Asset Management XII LLC under a securities purchase agreement.

To satisfy repayment obligations under this note, VolitionRx issued 333,332 shares of common stock to Lind on June 17, 2026 for a $416,666 payment obligation and 212,259 shares on May 19, 2026 for another $416,666 obligation. The transactions were made to an existing securityholder, without commissions, as private placements relying on exemptions from registration under the Securities Act and state blue sky laws.

VolitionRx Limited is conducting a public offering of 2,960,000 shares of common stock and accompanying warrants, expected to generate approximately $4.6 million in gross proceeds before fees. The securities are priced at $1.55 per share and accompanying half warrant.

Investors will receive a warrant to purchase half a share for each share bought, with warrants exercisable immediately at $1.55 per share and expiring five years after issuance. If all 1,480,000 warrants are exercised for cash, VolitionRx could receive an additional $2.3 million. The deal is being placed by Maxim Group LLC and is expected to close on June 9, 2026, subject to customary conditions, under Volition’s effective Form S-3 shelf registration.

VolitionRx Limited is registering $1.55-priced equity: up to 2,960,000 shares of common stock with accompanying warrants to purchase up to 1,480,000 shares. The units are sold at a combined public offering price of $1.55 per share and accompanying warrant; each Warrant has an exercise price of $1.55 and a five-year term. The offering includes Pre-Funded Warrants for purchasers who would otherwise exceed 4.99% (or elect 9.99%) ownership, with an exercise price of $0.001 per Pre-Funded Warrant. Net proceeds are estimated at approximately $4.1 million assuming full exercise of Pre-Funded Warrants and no exercise of the Warrants; proceeds are intended for research, development, clinical studies, commercialization, working capital and partial repayment of specified convertible notes.

VolitionRx Limited (VNRX) is proposing a registered offering of common stock, detachable warrants and pre-funded warrants pursuant to a preliminary prospectus supplement to a shelf registration statement. The offering includes pre-funded warrants for purchasers who would exceed 4.99% (or elect 9.99%) ownership limits. The company disclosed a one-for-20 reverse stock split effective April 28, 2026, reported 8,627,191 shares outstanding as of May 26, 2026, and stated a public float of approximately $29.7 million under Form S-3 instruction I.B.6. Net proceeds are intended for research and development, clinical studies, commercialization, working capital and repayment of certain Lind Notes.

VolitionRx Limited is asking stockholders to vote at its July 17, 2026 annual meeting on director elections, auditor ratification, executive pay, a reduction in authorized shares and a new 2026 Stock Incentive Plan. The board unanimously recommends voting “FOR” all five proposals.

The company recently completed a one‑for‑twenty reverse stock split effective April 28, 2026, and all share figures are retroactively adjusted. As of May 26, 2026, 8,627,191 common shares were outstanding, with directors and executive officers as a group holding 6.9%. Several large investors, including Eight Corporation and Lagoda Investment Management, hold more than 5%. The proxy also details ongoing efforts to remediate previously disclosed material weaknesses in internal control over financial reporting and notes that continuing as a going concern depends on successful commercialization and continued financing.

VolitionRx Limited describes a waiver it obtained from Lind Global Asset Management after breaching a minimum market capitalization covenant tied to its senior secured convertible notes. The company has two notes with Lind, one with original principal of $7,500,000 issued on May 15, 2025 and another for $2,400,000 issued on January 7, 2026.

Because the covenant was not met, an additional amount equal to 10% of the Outstanding Principal Amount on each note became payable. Under the waiver, Lind agrees not to accelerate, demand immediate payment, or foreclose on collateral for this covenant breach, but it may require conversion of principal into common stock at the lower of the then-current Conversion Price or 90% of the average of the three lowest VWAPs over the prior 20 trading days, subject to a 4.99% beneficial ownership cap.

VolitionRx Limited reported a planned change in its Board of Directors. On May 12, 2026, director Mickie Henshall, who has served since August 2022, informed the Board that she will not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders.

The Company stated that her decision did not involve any disagreement with VolitionRx on operations, policies or practices. In connection with her decision, the Board will reduce its size from eight to seven directors, effective immediately prior to the 2026 Annual Meeting.