VolitionRx secures waiver on ATM share cap
VolitionRx obtained a waiver from its lender so ATM share sales above the prior annual cap will not trigger default or pricing adjustments under its Lind financing.
Rhea-AI Filing Summary
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.
Positive
- Lender waiver prevents ATM sales above $10 million per year from being treated as Prohibited Transactions, reducing risk of covenant breaches tied to equity issuance.
- Lind waived related Events of Default and acceleration remedies triggered by past or future ATM sales, lowering near-term default and collateral foreclosure risk from this facility.
Negative
- Need for a waiver indicates VolitionRx’s prior or planned ATM sales exceeded the original $10 million annual cap under its Lind financing covenants, highlighting dependence on ATM capital and complex covenant management.
Filing Explained
The
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Original principal amount of 2025 Note: $7,500,000
2025 Warrant shares: 651,042 shares
Original principal amount of 2026 Note: $2,400,000
+4 more
7 metrics
Original principal amount of 2025 Note
$7,500,000
Senior secured convertible promissory note issued May 15, 2025 to Lind
2025 Warrant shares
651,042 shares
Common stock purchase warrant issued to Lind in May 2025
Original principal amount of 2026 Note
$2,400,000
Senior secured convertible promissory note issued January 7, 2026 to Lind
Additional warrant shares
350,018 shares
Common stock purchase warrant issued to Lind in January 2026
Permitted ATM Sales annual cap
$10,000,000 per calendar year
Amount the company may sell under its ATM Agreement as Permitted ATM Sales before waiver
ATM sales pricing adjustment cutoff
August 28, 2026
Date after which ATM sales will not adjust Conversion Price or Exercise Price
Waiver and Consent date
September 2, 2026
Date VolitionRx and Lind entered into the waiver
Key Terms
senior secured convertible promissory note, common stock purchase warrant, Permitted ATM Sales, Prohibited Transactions, +2 more
6 terms
senior secured convertible promissory note financial
"that certain senior secured convertible promissory note in the original 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
"that certain common stock purchase warrant (the “2025 Warrant”) that is exercisable"
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.
Permitted ATM Sales financial
"may sell up to $10 million under its ATM Agreement during any calendar year as Permitted ATM Sales"
Prohibited Transactions financial
"consented to any and all sales under the ATM Agreement ... as constituting Permitted ATM Sales and not Prohibited Transactions"
Event of Default financial
"waived the remedies available under ... the Event of Default remedies provision"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
Conversion Price financial
"any adjustment to the Conversion Price (as defined in the Notes)"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
FAQ
What did VolitionRx (VNRX) change in its agreement with Lind on September 2, 2026?
VolitionRx and Lind signed a Waiver and Consent under which Lind agreed that all sales under the ATM Agreement, including above the prior annual cap, are Permitted ATM Sales and not Prohibited Transactions, and waived related Events of Default and enforcement remedies tied to those sales.
How does the Lind waiver affect VolitionRx’s $10 million ATM annual limit?
The waiver states that any and all ATM sales, including amounts in excess of $10 million per calendar year, will be treated as Permitted ATM Sales and not Prohibited Transactions under the Purchase Agreement and Notes.
What Events of Default did Lind waive for VolitionRx (VNRX)?
Lind waived any existing or future Events of Default under the covenant breach and related provisions of the Purchase Agreement and Notes, and associated rights and remedies, but only to the extent they arise from past or future sales under the ATM Agreement or related notice breaches.
Were VolitionRx’s conversion and warrant exercise prices changed in this waiver?
Yes. The company states that the Conversion Price of the Notes and the Exercise Price of the Warrants were adjusted in accordance with their terms for sales under the ATM Agreement through August 28, 2026; no further adjustments will arise from ATM sales after that date.
What are the key terms of VolitionRx’s financing with Lind mentioned in this 8-K?
VolitionRx issued Lind a $7,500,000 senior secured convertible note and a warrant for 651,042 shares in May 2025, plus a $2,400,000 senior secured convertible note and an additional warrant for 350,018 shares in January 2026, all governed by the Purchase Agreement.
Does VolitionRx receive any new funding from Lind under this waiver?
The disclosure describes a waiver and consent of covenants, defaults, and pricing adjustments related to ATM sales, but does not state that any new cash funding or additional securities were issued by Lind in connection with this waiver.
AI-generated analysis. How Rhea-AI works. Not financial advice.
