VolitionRx issues stock as Lind converts notes

VolitionRx issued unregistered shares to Lind Global as it converted senior secured notes without a public offering, making the stock sales exempt under Securities Act rules.

Rhea-AI Filing Summary

VolitionRx Limited (VNRX) reported unregistered issuances of common stock tied to conversions of existing senior secured convertible promissory notes held by Lind Global Asset Management XII LLC. The company previously issued notes with original principal amounts of $7,500,000 and $2,400,000 under a securities purchase agreement.

To satisfy conversion obligations under these notes, VolitionRx issued to Lind 712,328 shares for a $260,000 obligation and 520,547 shares for a $190,000 obligation on August 27, 2026. On August 31, 2026, it issued 698,630 shares for $255,000, 695,890 shares for $254,000, 693,151 shares for $253,000, 690,411 shares for $252,000, and 687,671 shares for a $251,000 obligation.

The issuances were made to an existing securityholder without paid commissions, did not involve a public offering, and were made without general solicitation or advertising, relying on exemptions from registration under Section 3(a)(9) or Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and corresponding state “blue sky” laws.

Filing Explained

The company has completed the disclosed issuances of common stock to satisfy conversion obligations under its notes; issuing additional shares increases the total share count and reduces existing holders’ percentage ownership absent offsetting changes.

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

Original note principal: $7,500,000 Original note principal: $2,400,000 Shares issued for $260,000 conversion: 712,328 shares +3 more

6 metrics

Original note principal $7,500,000 Senior secured convertible promissory note issued to Lind under the SPA

Original note principal $2,400,000 Second senior secured convertible promissory note issued to Lind under the SPA

Shares issued for $260,000 conversion 712,328 shares Common stock issued to Lind on August 27, 2026

Shares issued for $190,000 conversion 520,547 shares Common stock issued to Lind on August 27, 2026

Shares issued for $255,000 conversion 698,630 shares Common stock issued to Lind on August 31, 2026

Shares issued for $251,000 conversion 687,671 shares Common stock issued to Lind on August 31, 2026

Key Terms

senior secured convertible promissory notes, securities purchase agreement, Section 3(a)(9), Section 4(a)(2), +2 more

6 terms

senior secured convertible promissory notes financial

"the Company issued to Lind, senior secured convertible promissory notes in the original"

securities purchase agreement financial

"pursuant to that certain securities purchase agreement dated May 15, 2025"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Section 3(a)(9) regulatory

"in reliance on the exemption afforded by Section 3(a)(9) or alternatively"

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

"or alternatively Section 4(a)(2) of the Securities Act of 1933"

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

What did VolitionRx Limited (VNRX) disclose in this Form 8-K?

VolitionRx Limited disclosed unregistered issuances of common stock to Lind Global Asset Management XII LLC upon conversion of existing senior secured convertible promissory notes, covering several specific conversion obligations in late August 2026 under a previously executed securities purchase agreement.

How many VolitionRx (VNRX) shares were issued on August 27, 2026?

On August 27, 2026, VolitionRx issued to Lind Global Asset Management XII LLC 712,328 shares of common stock for a $260,000 conversion obligation and 520,547 shares for a $190,000 conversion obligation, all under existing senior secured convertible promissory notes.

What share issuances did VolitionRx (VNRX) report on August 31, 2026?

On August 31, 2026, VolitionRx issued to Lind 698,630, 695,890, 693,151, 690,411, and 687,671 common shares to satisfy conversion obligations of $255,000, $254,000, $253,000, $252,000, and $251,000, respectively, under its convertible notes.

What are the original principal amounts of VolitionRx’s notes held by Lind?

VolitionRx states that under the securities purchase agreement with Lind Global Asset Management XII LLC, it previously issued senior secured convertible promissory notes with original principal amounts of $7,500,000 and $2,400,000.

Under which Securities Act exemptions were the VNRX share issuances made?

The company states the offering and sale of the common shares were made in reliance on Section 3(a)(9) or alternatively Section 4(a)(2) of the Securities Act of 1933, and/or Rule 506 of Regulation D, plus corresponding state securities or “blue sky” law provisions.

Did VolitionRx (VNRX) pay commissions or use general solicitation for these issuances?

No. VolitionRx reports that issuance of the common shares to Lind was to an existing securityholder, did not involve any paid commissions, did not involve a public offering, and was made without general solicitation or general advertising.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0000093314false00000933142026-08-272026-08-27iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): August 27, 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 3.02 Unregistered Sales of Equity Securities

As previously reported, pursuant to that certain securities purchase agreement dated May 15, 2025 (as amended and restated on January 7, 2026, the “SPA”), VolitionRx Limited (the “Company”) issued to Lind Global Asset Management XII LLC, a Delaware limited liability company (“Lind”), senior secured convertible promissory notes in the original principal amounts of $7,500,000 and $2,400,000. In connection with its obligations under such notes, (a) on August 27, 2026 the Company issued to Lind an aggregate of 712,328 shares of common stock to satisfy a $260,000 conversion obligation, (b) on August 27, 2026 the Company issued to Lind an aggregate of 520,547 shares of common stock to satisfy a $190,000 conversion obligation, (c) on August 31, 2026 the Company issued to Lind an aggregate of 698,630 shares of common stock to satisfy a $255,000 conversion obligation, (d) on August 31, 2026 the Company issued to Lind an aggregate of 695,890 shares of common stock to satisfy a $254,000 conversion obligation, (e) on August 31, 2026 the Company issued to Lind an aggregate of 693,151 shares of common stock to satisfy a $253,000 conversion obligation, (f) on August 31, 2026 the Company issued to Lind an aggregate of 690,411 shares of common stock to satisfy a $252,000 conversion obligation, and (g) on August 31, 2026 the Company issued to Lind an aggregate of 687,671 shares of common stock to satisfy a $251,000 conversion obligation. The offering and sale of the shares of common stock underlying the note was made in reliance on the exemption afforded by Section 3(a)(9) or alternatively Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D under the Securities Act, and corresponding provisions of state securities or “blue sky” laws. The issuance of the shares of common stock was to an existing securityholder, did not involve any paid commissions, did not involve a public offering and was made without general solicitation or general advertising.

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: September 1, 2026	By:	/s/ Cameron Reynolds
		Cameron Reynolds
		Chief Executive Officer & President

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB