VolitionRx turns $250K and $215K notes into stock
VolitionRx Limited disclosed note conversions into equity for Lind Global Asset Management XII LLC under securities law exemptions.
Rhea-AI Filing Summary
VolitionRx Limited (VNRX) reported unregistered equity issuances related to conversions of its senior secured convertible promissory notes held by Lind Global Asset Management XII LLC. On September 2, 2026, the company issued 706,214 shares of common stock to satisfy a $250,000 conversion obligation. On September 10, 2026, it issued an additional 707,236 shares of common stock to satisfy a $215,000 conversion obligation. These issuances were made to an existing securityholder in reliance on exemptions from registration under the Securities Act, without commissions, public offering, or general solicitation. As of September 14, 2026, common shares issued and outstanding totaled 27,903,326.
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
Conversion amount (September 2, 2026): $250,000
Shares issued (September 2, 2026): 706,214 shares
Conversion amount (September 10, 2026): $215,000
+3 more
6 metrics
Conversion amount (September 2, 2026)
$250,000
Principal converted into 706,214 common shares for Lind Global Asset Management XII LLC
Shares issued (September 2, 2026)
706,214 shares
Common stock issued to satisfy a $250,000 conversion obligation
Conversion amount (September 10, 2026)
$215,000
Principal converted into 707,236 common shares for Lind Global Asset Management XII LLC
Shares issued (September 10, 2026)
707,236 shares
Common stock issued to satisfy a $215,000 conversion obligation
Shares outstanding
27,903,326 shares
Common stock issued and outstanding as of September 14, 2026
Original note principal amounts
$7,500,000 and $2,400,000
Principal of senior secured convertible promissory notes issued to Lind Global Asset Management XII LLC
Key Terms
senior secured convertible promissory notes, Section 3(a)(9), Section 4(a)(2), Rule 506 of Regulation D, +1 more
5 terms
senior secured convertible promissory notes financial
"issued to Lind senior secured convertible promissory notes in the original principal amounts"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity transactions did VNRX report in this Form 8-K?
VolitionRx Limited reported issuing 706,214 shares on September 2, 2026 for a $250,000 note conversion and 707,236 shares on September 10, 2026 for a $215,000 note conversion, both to Lind Global Asset Management XII LLC.
AI-generated analysis. How Rhea-AI works. Not financial advice.
