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VolitionRx pays off $7.5M convertible note early

VolitionRx fully repays a $7.5 million convertible note early, removing a source of potential dilution while leaving $2.04 million outstanding on a separate Lind facility.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • $7.5 million senior secured convertible note has been fully prepaid in cash, eliminating related obligations and reducing potential dilution from conversions.
  • Management highlights ongoing focus on debt and expense reduction, signaling continued efforts to strengthen the company’s financial position.

Negative

  • None.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Repaid senior secured convertible note principal $7,500,000 Original principal amount of the note prepaid in full
Maturity date of repaid note May 20, 2027 Original due date of the $7.5 million note, prepaid more than eight months early
Second note original principal $2,400,000 Original principal of the remaining senior secured convertible note to Lind
Second note outstanding balance $2,041,667 Remaining amount outstanding on the January 7, 2026 senior secured convertible note
senior secured convertible promissory note financial
"the full pre-payment in cash of the outstanding balance on its senior secured convertible promissory note"
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.
equity overhang financial
"Pre-Payment in Full of $7.5 million Senior Secured Convertible Promissory Note ... Reduces Equity Overhang"
Equity overhang is the presence of a large number of shares that exist on paper or can be created in the future—such as stock options, convertible bonds, or reserved shares—that may be sold or converted into common stock and increase the total share count. Investors watch it because those extra shares can reduce each owner’s slice of the company and put downward pressure on the stock price, like adding more people to a pie-splitting table and shrinking each person’s piece.
NETosis medical
"including some cancers and diseases associated with NETosis, such as sepsis"
Netosis is a process where a type of white blood cell ejects a sticky web-like mesh to trap germs, sacrificing itself in the process. While intended as a protective response, these nets can also spark inflammation, blood clots or tissue damage, so they matter to investors because drugs that alter netosis can become new therapies or safety risks, affect clinical trial outcomes, and influence regulatory and market value for companies working on related diagnostics or treatments.
forward-looking statements regulatory
"Statements in this press release may be "forward-looking statements" within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt did VolitionRx (VNRX) just repay?

VolitionRx 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, and states that all obligations under this note have been satisfied.

How does the note prepayment affect dilution risk for VNRX shareholders?

By prepaying the $7.5 million senior secured convertible note in cash, VolitionRx states it prevents further potential dilution to stockholders that could have arisen from future conversions of that note into equity.

What debt to Lind remains outstanding for VolitionRx (VNRX)?

A second senior secured convertible promissory note dated January 7, 2026, originally for $2.4 million, remains outstanding to Lind in the amount of $2,041,667, according to the company’s disclosure.

What financial strategy does VolitionRx (VNRX) emphasize in this announcement?

VolitionRx’s CEO states the company is executing its plan to improve its financial position and that further debt and expense reduction remains a top priority as it seeks to maximize stockholder value.

What type of instrument was the repaid VolitionRx note?

The repaid instrument was a senior secured convertible promissory note with an original principal of $7.5 million, giving the lender potential conversion rights into equity prior to its prepayment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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EXHIBIT 99.1

 

VolitionRx Limited Announces Pre-Payment in Full of $7.5 million Senior Secured Convertible Promissory Note Due May 20, 2027

 

Reduces Equity Overhang

 

Henderson, Nevada, September 14, 2026 /PRNewswire/ -- VolitionRx Limited (NYSE AMERICAN: VNRX) (“Volition”), a multi-national epigenetics company, today announces the full pre-payment in cash of the outstanding balance on its senior secured convertible promissory note, dated May 20, 2025, in the original principal amount of $7,500,000 (the “Note”), issued to Lind Global Asset Management XII LLC (“Lind”). Following the pre-payment, all obligations under the Note have been satisfied. The senior secured convertible promissory note, dated January 7, 2026, in the original principal amount of $2,400,000, also issued to Lind, remains outstanding in the amount of $2,041,667.

 

Cameron Reynolds, Chief Executive Officer, Volition, commented:

 

“We are very pleased to be in a position to retire the outstanding balance of this note to Lind, more than eight months ahead of our originally scheduled maturity date.

 

"By prepaying the balance in cash, we prevent further potential dilution to our stockholders associated with the note.

 

“We are continuing to execute against our plan to improve Volition's financial position and further debt and expense reduction remains a top priority moving forward as we seek to maximize stockholder value."

 

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.

 

The contents found at Volition’s website address are not incorporated by reference into this document and should not be considered part of this document. Such website address is included in this document as an inactive textual reference only.

 

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

 

Safe Harbor Statement

 

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 belief and expectations of management and relate to, among other topics, statements regarding the pre-payment of the Note and future reductions of debt and expenses. 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 risks disclosed in the 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.

 

Filing Exhibits & Attachments

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