VolitionRx (NYSE: VNRX) issues stock to Lind for note repayments
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 3.02 — Unregistered Sales of Equity Securities
1 item
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Key Figures
Note principal: $7,500,000
June 17, 2026 shares issued: 333,332 shares
June 17, 2026 payment obligation: $416,666
+2 more
5 metrics
Note principal
$7,500,000
Original principal amount of senior secured convertible promissory note to Lind
June 17, 2026 shares issued
333,332 shares
Common stock issued to Lind to satisfy a $416,666 obligation
June 17, 2026 payment obligation
$416,666
Obligation satisfied via issuance of 333,332 shares to Lind
May 19, 2026 shares issued
212,259 shares
Common stock issued to Lind to satisfy a $416,666 obligation
May 19, 2026 payment obligation
$416,666
Obligation satisfied via issuance of 212,259 shares to Lind
Key Terms
senior secured convertible promissory note, Section 3(a)(9), Section 4(a)(2), Rule 506 of Regulation D, +2 more
6 terms
senior secured convertible promissory note financial
"issued to Lind ... a 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.
Section 3(a)(9) regulatory
"in reliance on the exemption afforded by Section 3(a)(9) or alternatively Section 4(a)(2)"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
Section 4(a)(2) regulatory
"in reliance on the exemption afforded by Section 3(a)(9) or alternatively Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506 of Regulation D regulatory
"and/or Rule 506 of Regulation D under the Securities Act"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.
blue sky laws regulatory
"and corresponding provisions of state securities or “blue sky” laws"
State-level securities laws that require companies and investment products to register, disclose key information, or meet exemptions before being sold to residents; they act like local consumer protection rules for investments. They matter to investors because they reduce the risk of fraud, ensure basic disclosure about what is being offered, and can affect where and how easily an investment can be bought or sold—similar to how building codes affect whether a house can be advertised in a neighborhood.
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
