VolitionRx Limited (NYSE: VNRX) issues shares to Lind under convertible notes
Rhea-AI Filing Summary
VolitionRx Limited disclosed unregistered issuances of common stock to Lind Global Asset Management XII LLC under existing senior secured convertible promissory notes. The notes were originally issued under a securities purchase agreement and have principal amounts of $7,500,000 and $2,400,000.
To satisfy obligations under these notes, the company issued 116,651 shares on July 14, 2026 for a $133,333 payment obligation, 372,023 shares on July 16, 2026 for a $416,666 payment obligation, and 290,697 shares on August 6, 2026 for a $200,000 conversion obligation. VolitionRx states these issuances relied 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, were made to an existing securityholder, involved no paid commissions, were not public offerings, and did not use general solicitation or advertising.
Positive
- None.
Negative
- None.
Filing Explained
The disclosed shares were issued to satisfy obligations under convertible notes; because they increase the total share count, existing holders’ percentage ownership is reduced 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
First note principal amount: $7,500,000
Second note principal amount: $2,400,000
Shares issued July 14, 2026: 116,651 shares
+5 more
8 metrics
First note principal amount
$7,500,000
Original principal amount of senior secured convertible promissory note issued to Lind
Second note principal amount
$2,400,000
Original principal amount of additional senior secured convertible promissory note issued to Lind
Shares issued July 14, 2026
116,651 shares
Common stock issued to Lind to satisfy a $133,333 payment obligation
Payment obligation July 14, 2026
$133,333
Obligation satisfied by issuing 116,651 shares of common stock to Lind
Shares issued July 16, 2026
372,023 shares
Common stock issued to Lind to satisfy a $416,666 payment obligation
Payment obligation July 16, 2026
$416,666
Obligation satisfied by issuing 372,023 shares of common stock to Lind
Shares issued August 6, 2026
290,697 shares
Common stock issued to Lind to satisfy a $200,000 conversion obligation
Conversion obligation August 6, 2026
$200,000
Obligation converted into 290,697 shares of common stock issued to Lind
Key Terms
senior secured convertible promissory notes, Section 3(a)(9), Section 4(a)(2), Rule 506 of Regulation D, +2 more
6 terms
senior secured convertible promissory notes financial
"issued to Lind senior secured convertible promissory notes"
Section 3(a)(9) regulatory
"reliance on the exemption afforded by Section 3(a)(9)"
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"
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
"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 financial
"Item 3.02 Unregistered Sales of Equity Securities"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What unregistered equity issuance did VolitionRx (VNRX) report?
VolitionRx reported issuing common stock to Lind Global Asset Management XII LLC under existing convertible notes. The shares were issued in July and August 2026 to satisfy specific payment and conversion obligations owed under senior secured convertible promissory notes.
What are the principal amounts of the VolitionRx (VNRX) notes held by Lind?
VolitionRx has two senior secured convertible promissory notes held by Lind with original principal amounts of $7,500,000 and $2,400,000. The reported share issuances in July and August 2026 were made to satisfy obligations arising under these notes.