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VolitionRx (NYSE: VNRX) wins approval for major share issue and reverse split

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

VolitionRx Limited reported that stockholders approved two major proposals at a special meeting held on March 31, 2026. First, they authorized the issuance of additional common shares exceeding 20% of outstanding stock to Lind Global Asset Management XII LLC to comply with NYSE American Rule 713.

Second, stockholders approved an amendment to the company’s certificate of incorporation to allow a reverse stock split of outstanding common shares at a ratio between 1-for-5 and 1-for-20, with the exact ratio to be set by the board of directors. On the February 9, 2026 record date, there were 135,565,326 shares outstanding, and 80,508,751 shares were represented at the meeting.

Positive

  • None.

Negative

  • Approval for issuance of additional shares exceeding 20% of outstanding stock to Lind Global Asset Management XII LLC introduces potential significant dilution for existing common stockholders.
  • Authorization of a 1-for-5 to 1-for-20 reverse stock split gives the board wide discretion to consolidate shares, which can reduce the number of shares held by current investors.

Insights

Shareholders approved potentially dilutive issuance and a flexible reverse split authority.

Stockholders authorized issuing additional common shares exceeding 20% of outstanding stock to Lind Global Asset Management XII LLC. This clears a governance hurdle under NYSE American Rule 713 and permits a sizable new equity issuance to that investor.

They also approved a reverse stock split range between 1-for-5 and 1-for-20, with the board choosing the final ratio. Reverse splits are often used to manage share price and listing standards, and together with a large share issuance they can meaningfully affect existing holders’ ownership percentages.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding on record date 135,565,326 shares Common stock outstanding as of February 9, 2026 record date
Shares represented at meeting 80,508,751 shares Shares present in person or by proxy at March 31, 2026 special meeting
Proposal 1 votes for 44,152,648 votes Approval of issuance of additional shares exceeding 20% to Lind
Proposal 1 votes against 14,095,382 votes Opposition to additional share issuance to Lind
Proposal 2 votes for 62,838,654 votes Approval of reverse stock split authorization between 1-for-5 and 1-for-20
Proposal 2 votes against 16,451,299 votes Opposition to reverse stock split authorization
Broker non-votes on Proposal 1 21,146,445 votes Broker non-votes on share issuance to Lind
reverse stock split financial
"to authorize a reverse stock split of the Company’s outstanding shares of common stock by one of several ratios between 1-for-5 and 1-for-20"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
NYSE American Rule 713 regulatory
"issuance of additional shares of the Company’s common stock in an amount exceeding 20% of outstanding shares to Lind ... for purposes of complying with NYSE American Rule 713"
record date financial
"shares of common stock outstanding on February 9, 2026, the record date for the Special Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
broker non-votes financial
"Votes For 44,152,648 ... Votes Abstained 1,114,276 ... Broker Non-Votes 21,146,445"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
definitive proxy statement regulatory
"These matters are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Understanding 8-K Material Events →

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 31, 2026

 

VOLITIONRX LIMITED

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36833

 

91-1949078

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification Number)

1489 West Warm Springs Road, Suite 110

Henderson, Nevada 89014

(Address of principal executive offices and Zip Code)

 

+1 (512) 774-8930

(Registrant’s telephone number, including area code )

 

Not applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on which Registered

Common Stock, par value $0.001 per share

 

VNRX

 

NYSE American, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 ofthe Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On March 31, 2026, VolitionRx Limited (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at 3:00 p.m. British Summer Time at 93-95 Gloucester Place, London, W1U 6JQ, United Kingdom. The Company’s stockholders voted on two proposals. The Company had 135,565,326 shares of common stock outstanding on February 9, 2026, the record date for the Special Meeting, of which 80,508,751 shares of common stock were present in person or represented by proxy at the Special Meeting.

 

The following sets forth the final voting results of the two proposals voted upon by the Company’s stockholders at the Special Meeting. These matters are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 11, 2026 (the “Proxy Statement”).

 

Proposal 1: The stockholders approved the issuance of additional shares of the Company’s common stock in an amount exceeding 20% of outstanding shares to Lind Global Asset Management XII LLC for purposes of complying with NYSE American Rule 713. The voting results are as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

44,152,648

 

14,095,382

 

1,114,276

 

21,146,445

 

Proposal 2: The stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to authorize a reverse stock split of the Company’s outstanding shares of common stock by one of several ratios between 1-for-5 and 1-for-20, if and as determined by the Company’s board of directors. The voting results are as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

62,838,654

 

16,451,299

 

1,218,798

 

No other matters were presented for consideration or stockholder action at the Special Meeting.

 

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

VOLITIONRX LIMITED

 

 

 

 

Date: April 1, 2026

By:  

/s/ Cameron Reynolds

 

 

 

Cameron Reynolds

 

 

 

Chief Executive Officer & President

 

 

 

3

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did VolitionRx Limited (VNRX) stockholders approve at the special meeting?

Stockholders approved two key proposals. They authorized issuing additional common shares exceeding 20% of outstanding stock to Lind Global Asset Management XII LLC and approved a reverse stock split range between 1-for-5 and 1-for-20, with the final ratio to be set by the board.

How many VolitionRx (VNRX) shares were outstanding and represented at the meeting?

As of the record date, 135,565,326 shares were outstanding. On February 9, 2026, that figure set voting eligibility. At the March 31, 2026 special meeting, 80,508,751 shares were present in person or represented by proxy and voted on the proposals.

What were the voting results for VolitionRx’s share issuance to Lind Global Asset Management XII LLC?

The share issuance proposal received majority support. It drew 44,152,648 votes for, 14,095,382 against, and 1,114,276 abstentions, with 21,146,445 broker non-votes. This approval allows issuing additional shares exceeding 20% of outstanding stock to Lind under NYSE American Rule 713.

What reverse stock split did VolitionRx (VNRX) investors authorize?

Investors approved a flexible reverse split range. The amendment allows a reverse split of outstanding common shares at a ratio between 1-for-5 and 1-for-20. The company’s board of directors will determine whether to implement the split and select the specific ratio.

How strongly did VolitionRx stockholders support the reverse stock split proposal?

The reverse stock split proposal passed by a clear margin. It received 62,838,654 votes for, 16,451,299 against, and 1,218,798 abstentions. This level of support grants the board considerable flexibility to adjust the share structure if it deems a split appropriate.

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