VolitionRx Limited filings document an operating epigenetics diagnostics company with public-company disclosures centered on Nu.Q® assays, capital structure and exchange compliance. Recent 8-K reports and proxy materials cover shareholder votes on common-stock issuance capacity and reverse-stock-split authority, the effectiveness of a one-for-twenty reverse split, and amendments to the company’s certificate of incorporation.
The filing record also includes material-event reports on NYSE American continued-listing standards, annual financial-result updates, unregistered sales of equity securities, convertible-note share settlements, private placements and warrants. These documents describe governance approvals, security-holder rights, financing mechanics, listing-compliance matters and operating updates for Volition’s diagnostics and monitoring business.
VolitionRx Limited (VNRX) filed a pre-effective amendment to its shelf registration statement to update the selling stockholder disclosure for Lind Global Asset Management XII LLC. The revised table shows up to 10,006,360 shares of Common Stock being offered for resale by this selling stockholder, based on 18,727,948 shares outstanding as of August 27, 2026.
The beneficial position for Lind is tied to VolitionRx notes and warrants, including shares issuable upon conversion or repayment of the 2025 and 2026 Lind Notes and upon exercise of related warrants with an exercise price of $2.015 per share, as adjusted under down-round anti-dilution provisions. These instruments are subject to a 4.99%/9.99% beneficial ownership cap, while a prior 19.99% limitation on voting securities was terminated following stockholder approval on March 31, 2026.
VOLITIONRX LTD (VNRX) is the subject of a Schedule 13D filed by Lagoda Investment Management, L.P., Lagoda Investment Management, LLC and Fatima Dickey, who together may be deemed to beneficially own 1,652,005 shares of common stock, or 7.4% of the company, including warrants.
The position consists of 1,480,950 shares plus warrants exercisable for 171,055 shares, acquired for an aggregate of about $10.97 million. The filers previously reported on Schedule 13G but switched to Schedule 13D under Rule 13d‑1(e) after Dickey sent an August 17, 2026 letter to the board supporting management while recommending reductions in executive compensation and other operating expenses.
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) has filed a resale registration statement allowing Lind Global Asset Management XII LLC to offer and sell up to 10,006,360 shares of common stock. These shares may be issued upon conversion and/or repayment of VolitionRx’s outstanding secured convertible promissory notes held by Lind, reflecting prior down-round price adjustments and a market capitalization covenant breach.
The company will not receive any proceeds from sales under this prospectus but will bear an estimated $31,539 of registration expenses. Lind can convert at the lower of the current conversion price or 90% of the three lowest VWAPs over 20 trading days, subject to 4.99%/9.99% beneficial ownership limits. VolitionRx discloses significant risks around its ability to service the notes, potential substantial dilution and selling pressure, and a prior going concern audit opinion.
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.