VolitionRx issues stock to Lind under notes

VolitionRx Limited disclosed unregistered issuances of common stock to Lind Global Asset Management XII LLC under existing senior secured convertible promissory 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.

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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many VolitionRx (VNRX) shares were issued to Lind, and for which obligations?

VolitionRx issued 116,651 shares for a $133,333 payment, 372,023 shares for a $416,666 payment, and 290,697 shares for a $200,000 conversion. All issuances related to obligations under senior secured convertible promissory notes held by Lind.

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.

Under which Securities Act exemptions did VolitionRx (VNRX) issue shares to Lind?

VolitionRx states the issuances relied on Section 3(a)(9) or alternatively Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. The company also refers to corresponding state securities or “blue sky” law provisions.

Did VolitionRx (VNRX) pay commissions or use general solicitation in the Lind share issuances?

VolitionRx states the share issuances to Lind involved no paid commissions, no public offering, and were made without general solicitation or general advertising. The shares were issued to an existing securityholder in reliance on Securities Act exemptions.

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

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0000093314false00000933142026-08-062026-08-06iso4217: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 6, 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 July 14, 2026, the Company issued to Lind an aggregate of 116,651 shares of common stock to satisfy a $133,333 payment obligation, (b) on July 16, 2026, the Company issued to Lind an aggregate of 372,023 shares of common stock to satisfy a $416,666 payment obligation, and (c) on August 6, 2026 the Company issued to Lind an aggregate of 290,697 shares of common stock to satisfy a $200,000 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: August 7, 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