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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.
Lagoda Investment Management, L.P. filed an amended Schedule 13G reporting significant ownership in VolitionRX Ltd common stock. As of June 30, 2026, accounts managed by Lagoda held 1,455,950 shares of common stock and warrants to purchase 171,055 shares at an exercise price of $0.60 per share. Based on 12,044,339 shares outstanding as of June 26, 2026, Lagoda is deemed to beneficially own 1,627,005 shares, representing 14.0% of VolitionRX’s common stock, with sole voting and dispositive power over these securities.
VolitionRx Limited reports very limited cash and continuing heavy losses in its quarter ended June 30, 2026. Cash and cash equivalents were $2.8 million, while net cash used in operating activities for the first six months was $10.4 million, resulting in a $14.0 million net loss on $1.4 million in revenue.
Total liabilities were $41.8 million against total assets of $8.3 million, leaving a stockholders’ deficit of $33.5 million and an accumulated deficit of $267.4 million. Management discloses substantial doubt about the company’s ability to continue as a going concern and notes ongoing reliance on equity raises, convertible debt and grants.
The company is also working under a NYSE American compliance plan after receiving notice that its stockholders’ equity fell below the $6.0 million listing standard; it has until August 6, 2027 to regain compliance. VolitionRx continues to fund operations via offerings, an at-the-market program, and convertible notes with associated derivative and warrant liabilities.
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 has filed a resale registration covering up to 3,306,607 shares of common stock, all to be offered from time to time by Lind Global Asset Management XII LLC as selling stockholder. These shares may be issued upon conversion and/or repayment of two outstanding convertible secured promissory notes first issued on May 20, 2025 and January 15, 2026. The company is not selling any shares in this transaction and will receive no proceeds from any resale; Lind will receive all sale proceeds while VolitionRx pays the registration expenses. As of June 26, 2026, there were 12,044,339 shares outstanding, and Lind’s holdings (largely from the notes and related warrants) are subject to a 4.99%/9.99% Beneficial Ownership Limitation. The notes carry market-based conversion pricing and have already triggered a 10% principal increase after a market capitalization covenant breach, for which Lind granted a waiver of acceleration rights while keeping other covenants in place.
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.