VolitionRx (NYSE: VNRX) issues shares to repay Lind note

Rhea-AI Filing Summary

VolitionRx Limited reported several recent unregistered equity issuances tied to an existing financing arrangement and a prior private placement. Under a $7,500,000 senior secured convertible promissory note held by Lind Global Asset Management XII LLC, the company issued 1,956,178 shares of common stock on February 17, 2026 to satisfy a $416,666 payment, 2,569,753 shares on January 29, 2026 to satisfy a $583,334 payment, and 1,893,936 shares on January 16, 2026 to satisfy a $416,666 payment. These issuances were made to an existing securityholder without commissions or public offering, relying on Securities Act exemptions. The company also notes a previously reported September 18, 2025 private placement of 483,870 shares of common stock and warrants for up to an additional 483,870 shares at an exercise price of $0.682 per share, sold at a combined price of $0.62 per share and warrant for an aggregate $300,000, with similar private-offering exemptions.

Insights

Capital markets analyst

VolitionRx is using stock issuances to meet note repayments and raise private capital.

VolitionRx Limited is servicing a $7,500,000 senior secured convertible promissory note held by Lind Global Asset Management XII LLC through share issuances instead of cash. On three dates in January–February 2026, it issued blocks of common stock to satisfy payment obligations of $416,666, $583,334, and $416,666.

The company also references a prior private placement from September 18, 2025, where it sold 483,870 shares plus warrants for up to 483,870 additional shares at a combined price of $0.62 per share and warrant, for aggregate proceeds of $300,000. The warrants are exercisable immediately at $0.682 per share and expire on September 18, 2030.

All transactions were conducted with existing securityholders under Securities Act exemptions, without underwriting discounts or public marketing. The economic impact for shareholders depends on the total shares outstanding and future warrant exercises, which are not detailed in this excerpt.

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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): February 17, 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”), a senior secured convertible promissory note in the principal amount of $7,500,000.  In connection with its repayment obligations under such note, (a) on February 17, 2026, the Company issued to Lind an aggregate of 1,956,178 shares of common stock to satisfy a $416,666 payment obligation, (b) on January 29, 2026, the Company issued to Lind an aggregate of 2,569,753 shares of common stock to satisfy a $583,334 payment obligation, and (c) on January 16, 2026, the Company issued to Lind an aggregate of 1,893,936 shares of common stock to satisfy a $416,666 payment 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.

As previously reported, on September 18, 2025 the Company issued 483,870 shares of its common stock, plus warrants to purchase up to an additional 483,870 shares of common stock at an exercise price of $0.682 per share, to an existing stockholder in a private placement, at a combined offering price of $0.62 per share and accompanying warrant, or an aggregate offering price of $300,000 (excluding any proceeds from the exercise of the warrants). The warrants were exercisable immediately upon issuance and expire on September 18, 2030. The offering and sale of the shares of common stock and warrants was made in reliance upon the exemption afforded by Section 4(a)(2) of 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 and warrants was to an existing securityholder, did not involve any underwriting discounts or commissions, did not involve a public offering and was made without general solicitation or general advertising.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 20, 2026	By:	/s/ Cameron Reynolds
		Cameron Reynolds
		Chief Executive Officer & President

3

FAQ

What unregistered share issuances did VolitionRx (VNRX) report related to the Lind note?

VolitionRx issued common shares to Lind Global Asset Management XII LLC to satisfy note payments of $416,666, $583,334, and $416,666. These issuances replaced cash payments under a $7,500,000 senior secured convertible promissory note and were made privately to an existing securityholder.

How many VolitionRx (VNRX) shares were issued to Lind in early 2026?

The company issued 1,956,178 shares on February 17, 2026, 2,569,753 shares on January 29, 2026, and 1,893,936 shares on January 16, 2026. Each issuance satisfied a specific payment obligation under the Lind convertible promissory note through equity instead of cash.

What were the key terms of VolitionRx’s September 18, 2025 private placement?

On September 18, 2025, VolitionRx sold 483,870 common shares plus warrants for up to 483,870 additional shares at a combined price of $0.62 per share and accompanying warrant, raising $300,000. The warrants are immediately exercisable at $0.682 per share and expire on September 18, 2030.

Which securities law exemptions did VolitionRx (VNRX) rely on for these issuances?

The company relied on exemptions under 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 blue sky provisions. These private transactions involved existing securityholders and were completed without public solicitation or underwriting fees.

Did VolitionRx pay any commissions or underwriting fees on the reported share issuances?

The company states that the issuances to Lind and the September 18, 2025 private placement involved no underwriting discounts or paid commissions. They were completed as private transactions with existing securityholders, without any public offering or general advertising, under applicable Securities Act exemptions.

Who is the counterparty to VolitionRx’s $7,500,000 senior secured convertible note?

The counterparty is Lind Global Asset Management XII LLC, a Delaware limited liability company. VolitionRx issued the $7,500,000 senior secured convertible promissory note under a securities purchase agreement dated May 15, 2025, later amended and restated on January 7, 2026.

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