Every 8-K that VolitionRx Limited (VNRX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow VNRX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VNRX filings page.
VolitionRx Limited (VNRX) reported unregistered equity issuances related to conversions of its senior secured convertible promissory notes held by Lind Global Asset Management XII LLC. On September 2, 2026, the company issued 706,214 shares of common stock to satisfy a $250,000 conversion obligation. On September 10, 2026, it issued an additional 707,236 shares of common stock to satisfy a $215,000 conversion obligation. These issuances were made to an existing securityholder in reliance on exemptions from registration under the Securities Act, without commissions, public offering, or general solicitation. As of September 14, 2026, common shares issued and outstanding totaled 27,903,326.
VolitionRx Limited (VNRX) has fully prepaid in cash its senior secured convertible promissory note issued to Lind Global Asset Management XII LLC, originally for $7.5 million and due May 20, 2027, eliminating all obligations under that note and reducing potential equity overhang from future conversions. A second senior secured convertible promissory note issued to Lind on January 7, 2026, with an original principal amount of $2.4 million, remains outstanding in the amount of $2,041,667. Management states that further debt and expense reduction remains a top priority.
VolitionRx Limited (VNRX) entered into a waiver and consent with Lind Global Asset Management XII LLC on September 2, 2026, modifying the treatment of share sales under its at-the-market offering agreement. Lind consented to any and all ATM sales, including those above the prior $10 million per calendar year cap, being treated as Permitted ATM Sales and not Prohibited Transactions. Lind also waived any existing or future Events of Default, related remedies, and certain notice breaches to the extent they arise from past or future ATM sales, and agreed that no Conversion Price or Warrant Exercise Price adjustments will result from ATM sales occurring after August 28, 2026. Conversion and exercise prices were adjusted in accordance with existing terms for ATM sales through August 28, 2026.
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.
VolitionRx Limited (VNRX) reports unregistered sales of equity securities tied to conversions under existing senior secured convertible promissory notes issued to Lind Global Asset Management XII LLC under a securities purchase agreement originally dated May 15, 2025 and amended and restated on January 7, 2026.
On August 11, 2026 the company issued 220,264 shares of common stock to Lind in satisfaction of a $150,000 conversion obligation, and on August 20, 2026 it issued an additional 553,097 shares to satisfy a $250,000 conversion obligation. These issuances were made to an existing securityholder without commissions, public offering, general solicitation or advertising, in reliance on exemptions under Section 3(a)(9) or Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and related state “blue sky” provisions.
VolitionRx Limited reported first half 2026 revenue of $1.4 million, an increase of 112% over the first half of 2025. Second quarter 2026 revenue was approximately $0.4 million, broadly consistent with the prior-year quarter. Management highlighted progress across its Nu.Q® Vet, Nu.Q® Lung Cancer and Capture-Seq™ liquid biopsy platforms, and active licensing discussions with more than a dozen major diagnostic and liquid biopsy companies.
Operating expenses in the second quarter of 2026 were 32% lower than a year earlier, contributing to a reduced operating loss of $4.2 million, down 34% versus the comparable 2025 quarter. Net cash used in operating activities was $5.2 million, 18% lower year-on-year. Second quarter receipts included $1.2 million from at-the-market equity sales and $4.1 million from a confidentially marketed public offering of shares and warrants.
The company cited a total addressable market of more than $27 billion across its product pillars and noted a collaboration with Sysmex Corporation, a submitted Nu.Q® Vet feline lymphoma manuscript linked to a potential $5 million milestone, and ongoing reimbursement work for Nu.Q® Lung Cancer in Europe.
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.
VolitionRx Limited amended its Second Amended and Restated Certificate of Incorporation effective July 17, 2026, reducing the number of authorized shares of its common stock from 325,000,000 to 150,000,000, following prior approval by the board and stockholders.
At the 2026 annual meeting, held July 17, 2026, stockholders representing 4,261,161 of 8,627,191 shares outstanding as of May 26, 2026 voted on five proposals. They elected seven directors, ratified Sadler, Gibb & Associates, LLC as auditor for 2026, approved executive compensation, approved the charter amendment, and adopted the 2026 Stock Incentive Plan.
VolitionRx Limited reported unregistered sales of common stock tied to a previously issued senior secured convertible promissory note. The company had issued a note with an original principal amount of $7,500,000 to Lind Global Asset Management XII LLC under a securities purchase agreement.
To satisfy repayment obligations under this note, VolitionRx issued 333,332 shares of common stock to Lind on June 17, 2026 for a $416,666 payment obligation and 212,259 shares on May 19, 2026 for another $416,666 obligation. The transactions were made to an existing securityholder, without commissions, as private placements relying on exemptions from registration under the Securities Act and state blue sky laws.
VolitionRx Limited is conducting a public offering of 2,960,000 shares of common stock and accompanying warrants, expected to generate approximately $4.6 million in gross proceeds before fees. The securities are priced at $1.55 per share and accompanying half warrant.
Investors will receive a warrant to purchase half a share for each share bought, with warrants exercisable immediately at $1.55 per share and expiring five years after issuance. If all 1,480,000 warrants are exercised for cash, VolitionRx could receive an additional $2.3 million. The deal is being placed by Maxim Group LLC and is expected to close on June 9, 2026, subject to customary conditions, under Volition’s effective Form S-3 shelf registration.
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.
VolitionRx Limited reported a planned change in its Board of Directors. On May 12, 2026, director Mickie Henshall, who has served since August 2022, informed the Board that she will not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders.
The Company stated that her decision did not involve any disagreement with VolitionRx on operations, policies or practices. In connection with her decision, the Board will reduce its size from eight to seven directors, effective immediately prior to the 2026 Annual Meeting.
VolitionRx Limited reported first quarter 2026 revenue of approximately $1.0 million, up from $0.2 million a year earlier, with operating loss down 3% versus the comparable 2025 quarter. Net cash used in operating activities was $5.3 million.
Receipts in the quarter included $5.4 million in net proceeds from equity sales through an at-the-market facility, $1.9 million from a convertible note and warrant, and $1 million of non-dilutive funding from agencies of the Walloon Region, with about $0.9 million expected over the next 12 months based on milestones.
Operationally, Volition highlighted a Nu.Q® Vet feline lymphoma assay manuscript whose publication is expected to unlock a $5 million milestone, progress toward reimbursement for its Nu.Q® Lung Cancer test, new clinical use cases for its Nu.Q® NETs assay in acute trauma and Hidradenitis Suppurativa, and active licensing discussions, including for its Capture-Seq™ technology. Management will discuss results on a conference call on May 15, 2026 at 8:30 a.m. U.S. Eastern Time.
VolitionRx Limited has implemented a reverse stock split of its common shares. The board of directors approved a one-for-twenty ratio after receiving prior stockholder authorization at a special meeting held on March 31, 2026.
The company filed a Certificate of Third Amendment to its Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, making the reverse split effective as of 12:01 a.m. ET on April 28, 2026. The amendment also sets out how fractional shares of common stock will be treated.
VolitionRx Limited announced that NYSE American has accepted its plan to regain compliance with the exchange’s continued listing standards. The exchange has granted Volition until August 6, 2027 to restore required stockholders’ equity levels under Sections 1003(a)(i), (ii) and (iii) of its Company Guide.
During this period, Volition’s common stock will continue trading on NYSE American while the exchange periodically reviews progress against the plan. The acceptance does not change Volition’s day-to-day business operations or its SEC reporting, but failure to meet the plan or regain compliance by the deadline could lead to delisting proceedings.
VolitionRx Limited is implementing a reverse stock split of its common stock at a one-for-twenty ratio. The board approved this action after shareholders granted discretionary authority to amend the Second Amended and Restated Certificate of Incorporation.
The reverse split is expected to become effective at 12:01 a.m. ET on April 28, 2026, with shares trading on a split-adjusted basis at market open. Every 20 shares of common stock outstanding on the effective date will automatically convert into 1 share.
No fractional shares will be issued. Instead, holders otherwise entitled to a fractional share will receive 1 whole share, and related warrants, options, equity incentive awards and other equity instruments will be rounded up or settled in cash if applicable. Proportionate adjustments will also apply to outstanding equity awards, warrants, convertible notes and the share reserve under the 2024 Stock Incentive Plan.
VolitionRx Limited reported that stockholders approved two major proposals at a special meeting held on March 31, 2026. First, they authorized the issuance of additional common shares exceeding 20% of outstanding stock to Lind Global Asset Management XII LLC to comply with NYSE American Rule 713.
Second, stockholders approved an amendment to the company’s certificate of incorporation to allow a reverse stock split of outstanding common shares at a ratio between 1-for-5 and 1-for-20, with the exact ratio to be set by the board of directors. On the February 9, 2026 record date, there were 135,565,326 shares outstanding, and 80,508,751 shares were represented at the meeting.
VolitionRx Limited reported full fiscal year 2025 revenue of $1.7 million, a 40% increase from the prior year, with Q4 revenue up 133% year over year. Operating expenses fell by $4.8 million, or 17%, and net loss decreased 14%, while net cash used in operating activities was $19.7 million, down 24%. The company highlighted its first order for Nu.Q® Cancer assays ahead of routine lung cancer use and participation of its Nu.Q® NETs assay in a government-backed sepsis program of approximately $7.3 million in France. After year-end, VolitionRx raised $5.4 million via at-the-market equity sales, $1.9 million from a convertible note and warrant, and received $1.0 million of non-dilutive funding, with about $0.9 million more expected over the next 12 months. The company also disclosed that its 2025 audited financial statements include an audit opinion with an explanatory paragraph about its ability to continue as a going concern.
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.
VolitionRx Limited received a notice from NYSE American on February 6, 2026 stating that it is not in compliance with several continued listing standards that require minimum stockholders’ equity levels of $2.0 million, $4.0 million, and $6.0 million tied to multi-year net losses.
The company must submit a plan by March 8, 2026 describing how it will regain compliance by August 6, 2027. During this period, VolitionRx’s common stock will continue trading on NYSE American under the symbol VNRX.BC, indicating it is below compliance, and its business operations and SEC reporting are unchanged.
If VolitionRx does not submit an acceptable plan, does not make sufficient progress, or does not regain compliance by the deadline, NYSE American may initiate delisting proceedings, although the company may appeal any staff delisting determination.
VolitionRx Limited entered into an amended and restated securities purchase agreement with Lind Global Asset Management XII LLC, providing $2,000,000 in funding through a new financing package. In return, Lind receives a Senior Secured Convertible Promissory Note with a $2,400,000 principal amount and a five-year warrant to purchase 7,000,350 common shares at $0.5714 per share.
The note does not accrue interest and is scheduled to be repaid over 18 monthly installments of $133,333, starting six months after issuance, with the option to repay in cash, stock, or a mix of both, subject to conditions. Lind can convert the note at $0.5714 per share into up to 4,200,210 shares and may accelerate up to two monthly payments to as much as $1,000,000 each.
Share issuance is constrained by ownership caps of 4.99% or 9.99% and a 19.99% stockholder approval threshold under NYSE American rules. The note is secured by a first-priority lien on all company assets and subsidiary guarantees, and includes default and change-of-control provisions that can increase repayment to between 105% and 120% of outstanding principal. VolitionRx agreed to file a registration statement to register the resale of shares issuable under the note and warrant.
VolitionRx Limited reported a leadership change at its majority-owned subsidiary, Volition Veterinary Diagnostics Development, LLC. On December 5, 2025, Volition Veterinary gave notice to terminate the employment agreement of its Chief Executive Officer, Dr. Salvatore Thomas Butera, effective January 31, 2026. The company states this decision was made for operational reasons and not due to any disagreement or dispute about operations, policies, or practices. As part of ongoing cost-realignment efforts, Volition Veterinary will eliminate the Chief Executive Officer position and redistribute Dr. Butera’s duties within the organization. After his employment ends, Dr. Butera is expected to continue with Volition Veterinary on a part-time consulting basis, providing advisory services under mutually agreed terms.
VolitionRx Limited furnished an Item 2.02 Form 8-K announcing it issued a press release with financial results and business updates for the quarter ended September 30, 2025. The company also confirmed a conference call on November 14, 2025 at 8:30 a.m. U.S. Eastern Time. The press release is included as Exhibit 99.1 and is incorporated by reference. The information is being furnished, not filed, under the Exchange Act.
VolitionRx Limited (VNRX) filed an amended 8-K to correct a typographical error and detail changes to its October 10, 2025 underwriting terms. The company and Newbridge Securities modified the over-allotment option so it can be exercised for shares, warrants, or any combination.
On November 7, 2025, the underwriter exercised the option for 1,194,000 Option Shares and 1,732,500 Option Warrants at the same public pricing allocation as the offering ($0.51 per share and $0.01 per warrant, less a 7.0% underwriting discount), generating $582,426 in net proceeds to the company after expenses. In connection with this exercise, VolitionRx issued 83,580 underwriter warrants at a $0.63 exercise price, exercisable six months after issuance and expiring five years after the offering’s closing.
VolitionRx (VNRX) filed an amended 8-K to replace Exhibit 1.1 and report an amendment to its underwriting agreement for a recent equity offering. The original deal covered 11,550,000 shares with accompanying warrants at a combined public price of $0.52 per share and warrant, less a 7.0% underwriting commission, and included a 30‑day over‑allotment option for up to 1,732,500 additional shares and accompanying warrants.
The amendment allows the underwriter to exercise the over‑allotment option for shares, warrants, or any combination, rather than only together. Concurrently, the underwriter exercised for 1,194,000 Option Shares and 1,732,500 Option Warrants at the same price terms. The filing states the 1,732,500 Option Warrants are exercisable for up to 83,580 shares. The amended exhibit corrects typographical errors and supersedes the prior version.
VolitionRx Limited amended its underwriting agreement for a recent public offering. The change lets the underwriter exercise the over-allotment option for shares, warrants, or any combination, rather than only as a combined unit.
On November 7, the underwriter exercised this option for 1,194,000 Option Shares and 1,732,500 Option Warrants at the same public pricing used in the offering, allocated as $0.51 per share and $0.01 per warrant, each less a 7.0% underwriting discount. The base offering previously covered 11,550,000 shares with accompanying warrants to purchase up to 11,550,000 shares at a combined public price of $0.52.
VolitionRx Limited entered into an underwriting agreement for an underwritten public offering of 11,550,000 shares of common stock with accompanying warrants at a combined price of $0.52 per share and warrant, including a 30‑day option for 1,732,500 additional shares and warrants. After fees and expenses, the Company expects approximately $5.4 million in net proceeds.
The warrants are immediately exercisable at $0.60 per share for five years and include a beneficial ownership cap of 4.99% (or 9.99% at the holder’s election). The underwriter will receive warrants to purchase up to 929,775 shares at $0.63, exercisable starting six months after issuance for five years. Certain directors and officers purchased 254,229 shares and accompanying warrants on the same terms. The offering was made off the Company’s effective Form S-3 shelf and closed on October 14, 2025.
VolitionRx plans to use proceeds for research and continued product development, clinical studies, commercialization, working capital and other general corporate purposes, including potential strategic acquisitions. As disclosed in the related prospectus supplement, cash and cash equivalents were estimated at approximately $0.3 million as of September 30, 2025.
VolitionRx Limited filed a current report describing that it has released its financial results and business updates for the quarter ended June 30, 2025. The company issued a press release on August 14, 2025 and scheduled a conference call for August 15, 2025 at 8:30 a.m. U.S. Eastern Time to discuss these results. The press release containing the detailed financial information and updates is included as Exhibit 99.1 to the report and is being furnished rather than filed under the securities laws.
VolitionRx held its Annual Meeting on June 18, 2025, where stockholders approved several significant proposals. The most notable change was the approval of a Certificate of Second Amendment to increase authorized shares from 175 million to 325 million shares of common stock ($0.001 par value).
Key meeting outcomes include:
- Election of eight board members, including CEO Cameron Reynolds, who received strong support with 36.1M votes
- Ratification of Sadler, Gibb & Associates as independent auditors with overwhelming approval (51.2M votes in favor)
- Approval of executive compensation through a non-binding advisory vote (34.4M votes in favor)
- Strong support for the share authorization increase with 49.4M votes in favor
The meeting had 51.6 million shares represented out of 100.7 million outstanding shares. The amendment became effective upon filing with Delaware's Secretary of State on June 18, 2025, marking a significant expansion in the company's potential capital structure.