VolitionRx gains Lind waiver after covenant breach

VolitionRx Limited describes a waiver it obtained from Lind Global Asset Management after breaching a minimum market capitalization covenant tied to its senior secured convertible notes.

Rhea-AI Filing Summary

VolitionRx Limited describes a waiver it obtained from Lind Global Asset Management after breaching a minimum market capitalization covenant tied to its senior secured convertible notes. The company has two notes with Lind, one with original principal of $7,500,000 issued on May 15, 2025 and another for $2,400,000 issued on January 7, 2026.

Because the covenant was not met, an additional amount equal to 10% of the Outstanding Principal Amount on each note became payable. Under the waiver, Lind agrees not to accelerate, demand immediate payment, or foreclose on collateral for this covenant breach, but it may require conversion of principal into common stock at the lower of the then-current Conversion Price or 90% of the average of the three lowest VWAPs over the prior 20 trading days, subject to a 4.99% beneficial ownership cap.

Positive

• None.

Negative

• The failure to meet the Market Capitalization Covenant imposes an extra 10% of Outstanding Principal Amount on each note and allows discounted share conversions, increasing financing cost and potential dilution.

Insights

Credit & capital structure analyst

Covenant breach triggers extra cost and flexible, discounted conversions, but immediate default remedies are waived.

VolitionRx failed to maintain the required minimum market capitalization under its senior secured convertible notes with Lind. This triggered an additional payable equal to 10% of each note’s Outstanding Principal Amount, effectively increasing the economic cost of the financings.

The waiver removes near-term default pressure by preventing acceleration, demands for full payment, or foreclosure tied to this breach. However, Lind can demand conversion of principal into common stock at the lower of the contractual Conversion Price or 90% of the average of the three lowest VWAPs in the prior 20 trading days, subject to a 4.99% ownership cap. This structure may lead to equity issuance at a discount, with the scale and timing depending on Lind’s conversion decisions and future trading levels.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

2025 Note principal: $7,500,000 2026 Note principal: $2,400,000 Covenant breach premium: 10% of Outstanding Principal Amount +3 more

6 metrics

2025 Note principal $7,500,000 Original principal amount issued May 15, 2025

2026 Note principal $2,400,000 Original principal amount issued January 7, 2026

Covenant breach premium 10% of Outstanding Principal Amount Additional amount payable on each note after covenant failure

Conversion discount 90% of average of three lowest VWAPs Alternative conversion price reference over prior 20 trading days

Ownership cap 4.99% beneficial ownership Maximum ownership allowed after any conversion under the notes

Filing deadline for waiver exhibit on or before August 14, 2026 Expected Form 10-Q filing date containing waiver as an exhibit

Key Terms

Market Capitalization Covenant, Outstanding Principal Amount, VWAPs, Conversion Price, +1 more

5 terms

Market Capitalization Covenant financial

"the Company is required to comply with a covenant requiring the Company to maintain a minimum Market Capitalization for the applicable period"

Outstanding Principal Amount financial

"an additional amount payable under the Notes in an amount equal to 10% of the Outstanding Principal Amount of each Note"

The outstanding principal amount is the remaining unpaid portion of the original loan or bond issue—just the borrowed money itself, not accumulated interest or fees—after any repayments. It matters to investors because it shows how much debt a borrower still owes, which affects credit exposure, company leverage and potential future cash outflows; like the remaining balance on a mortgage, it indicates the size of the obligation that must be managed or repaid.

VWAPs financial

"90% of the average of the three lowest VWAPs during the 20 Trading Days prior to the delivery"

Conversion Price financial

"converted into shares of the Company’s common stock ... at the lower of (i) the then-current Conversion Price under the applicable Note"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

senior secured convertible promissory note financial

"that certain senior secured convertible promissory note in the original principal amount of $7,500,000"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

FAQ

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

What covenant did VolitionRx (VNRX) fail to meet with Lind?

VolitionRx failed to comply with a minimum Market Capitalization Covenant tied to its senior secured convertible notes with Lind. This covenant required the company to maintain a specified market capitalization over a defined period under each note’s terms.

How large are VolitionRx’s senior secured convertible notes with Lind?

VolitionRx has two senior secured convertible notes with Lind: one with original principal of $7,500,000 issued May 15, 2025, and another for $2,400,000 issued January 7, 2026. Both are governed by securities purchase agreements referenced in the filing.

What financial impact did the covenant breach have on VolitionRx?

The failure to meet the Market Capitalization Covenant triggered an additional amount payable equal to 10% of the Outstanding Principal Amount of each note. This increases the overall economic cost of the Lind financing for VolitionRx under the existing note terms.

What rights did Lind waive after VolitionRx’s covenant breach?

Lind waived rights to declare amounts immediately due, demand full payment, accelerate obligations, or foreclose on collateral solely because of the Market Capitalization Covenant breach. Certain rights expressly preserved in the notes remain in place, as detailed in the waiver agreement.

At what price can Lind convert VolitionRx notes into common stock?

Lind may demand conversion of Outstanding Principal Amount into VolitionRx common stock at the lower of the then-current Conversion Price or 90% of the average of the three lowest VWAPs over the prior 20 trading days, subject to a 4.99% beneficial ownership cap.

Where can investors find the full VolitionRx–Lind waiver document?

The company states the full waiver will be filed as an exhibit to VolitionRx’s Quarterly Report on Form 10-Q with the SEC, expected on or before August 14, 2026, providing complete contractual terms and preserved rights.

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

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Accepted by SEC EDGAR 05/22/2026 - 05:00 PM Learn about SEC filing dates

0000093314false00000933142026-05-212026-05-21iso4217: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): May 21, 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 1.01 Entry into a Material Definitive Agreement.

As previously reported, VolitionRx Limited (the “Company”) issued to Lind Global Asset Management XII LLC (“Lind”) (i) that certain senior secured convertible promissory note in the original principal amount of $7,500,000 on May 15, 2025 (the “2025 Note”), pursuant to that certain securities purchase agreement, dated May 15, 2025, by and between the Company and Lind, and (ii) that certain senior secured convertible promissory note in the original principal amount of $2,400,000 on January 7, 2026 (together with the 2025 Note, the “Notes”), pursuant to that certain amended and restated securities purchase agreement, dated January 7, 2026, by and between the Company and Lind (the “Purchase Agreement”). Except as otherwise set forth herein, all capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Notes.

Pursuant to each of the Notes, the Company is required to comply with a covenant requiring the Company to maintain a minimum Market Capitalization for the applicable period specified therein (the “Market Capitalization Covenant”). As a result of the Company’s failure to comply with the Market Capitalization Covenant, on May 21, 2026, the Company and Lind entered into a waiver and consent (the “Waiver”) pursuant to which Lind waived certain rights and remedies under the Notes and the other Transaction Documents arising from the Company’s failure to comply with the Market Capitalization Covenant, subject to the terms and conditions set forth in the Waiver. Accordingly, Lind has waived and is no longer entitled to exercise any rights or remedies arising from the Company’s failure to comply with the Market Capitalization Covenant now or in the future, except those rights and remedies set forth in the Notes which are expressly preserved in the Waiver. In particular, Lind waived its rights under the Notes to declare any amounts due and payable, demand immediate payment in full, accelerate obligations or foreclose upon any collateral as a result of the failure to comply with the Market Capitalization Covenant now or in the future.

The Company’s failure to comply with the Market Capitalization Covenant resulted in the imposition of an additional amount payable under the Notes in an amount equal to 10% of the Outstanding Principal Amount of each Note as provided by the terms of the Notes. Pursuant to the Waiver and in accordance with the terms of the Notes, Lind may demand that all or a portion of the Outstanding Principal Amount of either Note be converted into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the lower of (i) the then-current Conversion Price under the applicable Note, and (ii) 90% of the average of the three lowest VWAPs during the 20 Trading Days prior to the delivery by Lind of the applicable notice of conversion; provided that such conversion does not result in beneficial ownership exceeding 4.99% of the outstanding Common Stock.

The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on or before August 14, 2026.

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: May 22, 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