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VolitionRx (VNRX) to execute 1-for-20 reverse stock split on April 28, 2026

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(Moderate)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

VolitionRx Limited is implementing a reverse stock split of its common stock at a one-for-twenty ratio. The board approved this action after shareholders granted discretionary authority to amend the Second Amended and Restated Certificate of Incorporation.

The reverse split is expected to become effective at 12:01 a.m. ET on April 28, 2026, with shares trading on a split-adjusted basis at market open. Every 20 shares of common stock outstanding on the effective date will automatically convert into 1 share.

No fractional shares will be issued. Instead, holders otherwise entitled to a fractional share will receive 1 whole share, and related warrants, options, equity incentive awards and other equity instruments will be rounded up or settled in cash if applicable. Proportionate adjustments will also apply to outstanding equity awards, warrants, convertible notes and the share reserve under the 2024 Stock Incentive Plan.

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Insights

VolitionRx is consolidating its share count via a 1-for-20 reverse split.

The board approved a one-for-twenty reverse stock split of VolitionRx’s common stock, effective at 12:01 a.m. ET on April 28, 2026. This consolidates every 20 existing shares into 1 share without changing a holder’s proportional ownership.

The company links this action to documents executed with Lind Global Asset Management XII LLC relating to financings on May 20, 2025 and January 15, 2026. Proportionate adjustments will be made to equity incentive awards, warrants, convertible notes and plan reserves so that their economic terms align with the new share structure.

Because fractional shares will not be issued and positions will be rounded up or, where terms require, settled in cash, the mechanics are designed to simplify post-split holdings. Subsequent disclosures may offer more detail on how these adjustments affect specific instruments.

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.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Reverse split ratio 1-for-20 Board-approved reverse stock split of common stock
Effective time of split 12:01 a.m. ET Effective time on April 28, 2026 for reverse split
Effective date April 28, 2026 Date shares begin trading on split-adjusted basis
Financing date with Lind May 20, 2025 One of the financings referenced in considering the split
Second financing date with Lind January 15, 2026 Additional financing referenced in connection with the split
reverse stock split financial
"The Board has approved the reverse stock split (the “Reverse Stock Split”) at a ratio of one-for-twenty"
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.
Second Amended and Restated Certificate of Incorporation regulatory
"to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”)"
equity incentive awards financial
"all outstanding warrants, options, equity incentive awards, and other outstanding equity securities and instruments"
Equity incentive awards are company grants that pay employees or directors with a stake in the business—typically stock, stock options, or restricted shares—rather than only cash. They matter to investors because they align employees’ interests with shareholders (like giving team members slices of the same pie to encourage growth) but can also increase the total number of shares outstanding, which can reduce each existing shareholder’s percentage ownership and impact reported profits.
convertible notes financial
"proportionate adjustments will be made according to the Split Ratio to (ii) all outstanding warrants and convertible notes"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
2015 Stock Incentive Plan financial
"proportionate adjustments will be made according to the Split Ratio to (i) all outstanding equity incentive awards under the Company’s 2015 Stock Incentive Plan"
Lind Global Asset Management XII LLC financial
"in connection with the financings with Lind Global Asset Management XII LLC consummated on each of May 20, 2025 and January 15, 2026"
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): April 17, 2026

 

VolitionRx Limited

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36833

 

91-1949078

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

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 from 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 of the 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 8.01. Other Events.

 

As previously disclosed under Item 5.07 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2026, at a special meeting held on March 31, 2026, the shareholders of VolitionRx Limited (the “Company”) approved a proposal granting the Company’s board of directors (the “Board”) the authority to exercise its discretion to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”), to effect a reverse stock split of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), with the specific ratio to be determined by the Board within the range that was approved by the stockholders of the Company in connection therewith.

 

The Board has approved the reverse stock split (the “Reverse Stock Split”) at a ratio of one-for-twenty (the “Split Ratio”). The Company is effecting the Reverse Stock Split in consideration of, among other things, the terms of the documents executed in connection with the financings with Lind Global Asset Management XII LLC consummated on each of May 20, 2025 and January 15, 2026. The Reverse Stock Split is expected to become effective at 12:01 a.m. ET on April 28, 2026 (the “Effective Date”) with the shares to begin trading on a split-adjusted basis at market open. In connection with the Reverse Stock Split, every 20 shares of Common Stock issued and outstanding as of the Effective Date will be automatically converted into one share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Each holder of Common Stock that would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will receive one whole share of Common Stock in lieu of such fractional share, and all outstanding warrants, options, equity incentive awards, and other outstanding equity securities and instruments will be rounded up to the next whole share or, if applicable, cash will be paid in lieu of such fractional share in accordance with the terms thereof. As a result of the Reverse Stock Split, proportionate adjustments will be made according to the Split Ratio to (i) all outstanding equity incentive awards under the Company’s 2015 Stock Incentive Plan and 2024 Stock Incentive Plan, (ii) all outstanding warrants and convertible notes, (iii) all shares of Common Stock available for future issuance under the Company’s 2024 Stock Incentive Plan, and (iv) all other outstanding equity securities and instruments.

 

 

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 17, 2026

By:

/s/ Cameron Reynolds

 

 

 

Cameron Reynolds

 

 

 

Chief Executive Officer & President

 

 

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did VolitionRx (VNRX) approve?

VolitionRx approved a reverse stock split at a one-for-twenty ratio. Every 20 shares of common stock will automatically convert into one share. The split is implemented through an amendment to the Second Amended and Restated Certificate of Incorporation approved by shareholders.

When does the VolitionRx (VNRX) reverse stock split take effect?

The reverse stock split is expected to become effective at 12:01 a.m. ET on April 28, 2026. VolitionRx shares will begin trading on a split-adjusted basis at market open on that date, reflecting the new one-for-twenty share structure.

How will VolitionRx handle fractional shares in the reverse split?

VolitionRx will not issue fractional shares in the reverse stock split. Any shareholder otherwise entitled to a fractional share will receive one whole share of common stock, or, where instrument terms apply, cash may be paid instead of a fractional share.

What happens to VolitionRx options, warrants and equity awards after the split?

All outstanding VolitionRx equity incentive awards, warrants, convertible notes and other equity instruments will be adjusted proportionately to the one-for-twenty ratio. Amounts will be rounded up to the next whole share or settled in cash if required, preserving their economic intent.

Why is VolitionRx implementing a reverse stock split now?

VolitionRx cites consideration of the terms of documents executed with Lind Global Asset Management XII LLC, tied to financings on May 20, 2025 and January 15, 2026. The reverse split aligns the company’s share structure with those financing arrangements and board decisions.

Did VolitionRx shareholders approve the reverse stock split authority?

Yes. At a special meeting held on March 31, 2026, VolitionRx shareholders approved a proposal granting the board discretion to amend the Second Amended and Restated Certificate of Incorporation to effect a reverse stock split within an approved ratio range.

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