VolitionRx updates Lind resale to 10.0M shares

VolitionRx updates its S-3 selling stockholder table, detailing Lind’s note- and warrant-based resale of up to 10,006,360 shares and related ownership limits.

Rhea-AI Filing Summary

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.

Filing Explained

The amendment preserves capacity for up to 10,006,360 shares to be issued and resold, but this filing shows no issuance or sale.

VolitionRx’s September 8, 2026 pre-effective amendment only updates the selling-stockholder table. The registration remains a shelf registration for future sales, so the filing does not itself report completed issuance or sale; it keeps up to 10,006,360 shares eligible for resale.

The table says Lind currently holds no shares of Common Stock; the listed shares are issuable upon conversion or repayment of the notes or exercise of the warrants, subject to the contractual beneficial-ownership limit.

If those instruments result in shares being issued, VolitionRx’s total share count would increase and an existing holder’s percentage ownership would decrease absent offsetting changes. The filing does not establish that this conditional issuance has occurred.

The next relevant state would be shown by a prospectus supplement or another filing reporting an actual conversion, repayment, exercise, issuance, or resale.

Key Figures

Shares offered for resale: 10,006,360 shares of Common Stock Shares outstanding: 18,727,948 shares Beneficially owned prior to offering: 12,434,859 shares +5 more

8 metrics

Shares offered for resale 10,006,360 shares of Common Stock Number of shares being offered by Lind Global Asset Management XII LLC

Shares outstanding 18,727,948 shares Common Stock outstanding as of August 27, 2026

Beneficially owned prior to offering 12,434,859 shares Lind’s beneficial ownership position prior to the offering, before contractual limits

2025 Lind Note underlying shares 5,251,150 shares Shares issuable upon conversion or repayment of the 2025 Lind Note, assuming August 27, 2026 calculation

2026 Lind Note underlying shares 6,182,649 shares Shares issuable upon conversion or repayment of the 2026 Lind Note, assuming August 27, 2026 calculation

Warrant exercise price $2.015 per share Exercise price of the 2025 and 2026 Lind Warrants after down-round adjustment

Public offering price trigger $1.55 per share Price of the June 2026 public offering that triggered down-round anti-dilution adjustments

Principal increase per Lind Note $623,333 Increase in outstanding principal amount of each of the 2025 and 2026 Lind Notes after a May 8, 2026 market capitalization default

Key Terms

Beneficial ownership, VWAP, down-round anti-dilution provisions, market capitalization default, +2 more

6 terms

Beneficial ownership financial

"Beneficial ownership reflected in the table consists of the following shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

VWAP financial

"based upon 90% of the average of the three lowest VWAPs during the 20 trading days"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

down-round anti-dilution provisions financial

"exercise price ... as adjusted pursuant to the down-round anti-dilution provisions"

market capitalization default financial

"increased by an aggregate of $623,333 as a result of a market capitalization default"

Contractual Limitation financial

"would exceed 4.99% ... at the time of such exercise or conversion) (the “Contractual Limitation”)"

19.99% Limitation financial

"greater than 19.99% of the Company’s voting securities (the “19.99% Limitation”)"

Offering Details

shelf

Offering

Offering Type shelf

FAQ

What change is VolitionRx (VNRX) making in this S-3/A amendment?

VolitionRx is updating the selling stockholder table for Lind Global Asset Management XII LLC. The amendment replaces the prior table and reflects the current share amounts and ownership limits tied to Lind’s notes and warrants.

How many VolitionRx (VNRX) shares may Lind offer for resale?

Lind Global Asset Management XII LLC may offer up to 10,006,360 shares of Common Stock for resale. This figure appears in the “Number of Shares Being Offered” column of the updated selling stockholder table.

What is Lind’s potential beneficial ownership position in VNRX before the offering?

The table shows Lind with 12,434,859 shares of Common Stock beneficially owned prior to the offering, tied to notes and warrants, with a stated 4.99% ownership percentage when giving effect to contractual limits.

What are the key securities underlying Lind’s VolitionRx position?

Lind’s beneficial ownership reflects: 5,251,150 shares from the 2025 Lind Note, 651,042 shares from the 2025 Lind Warrant, 6,182,649 shares from the 2026 Lind Note, and 350,018 shares from the 2026 Lind Warrant, all as described in the footnotes.

What ownership limitations apply to Lind’s notes and warrants in VNRX?

The notes and warrants include a Contractual Limitation that prevents conversions or exercises above 4.99% of outstanding shares (or 9.99% once above 4.99%). A prior 19.99% voting securities limit was terminated after stockholder approval on March 31, 2026.

How were Lind’s exercise and conversion terms for VNRX adjusted in 2026?

The exercise price of the 2025 and 2026 Lind Warrants and the conversion price of the 2026 Lind Note were reduced under down-round anti-dilution provisions following a June 2026 public offering at $1.55 per share. Each Lind Note’s principal was also increased by $623,333 after a May 8, 2026 market capitalization default.

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Available on EDGAR 09/08/2026 - 05:09 PM Accepted by SEC EDGAR 09/08/2026 - 05:09 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on September 8, 2026

Registration No. 333-298627

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

PRE-EFFECTIVE AMENDMENT NO. 1

to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

________________________________________

VOLITIONRX LIMITED

(Exact name of registrant as specified in its charter)

Delaware		91-1949078
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1489 West Warm Springs Road, Suite 110

Henderson, Nevada 89014

+1 (512) 774-8930 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) 

________________________________________

Agents and Corporations, Inc.

1201 Orange Street, Suite 600

Wilmington, DE 19801

+1 (800) 759-2248

(Name, address, including zip code, and telephone number, including area code, of agent for service)

________________________________________

Copies to:

Marc G. Alcser, Esq.

Stradling Yocca Carlson & Rauth LLP

660 Newport Center Drive, Suite 1600

Newport Beach, California 92660

(949) 725-4000

________________________________________

EXPLANATORY NOTE

This Pre-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 (File No. 333-298627) (the “Registration Statement”) filed by VolitionRx Limited (the “Company,” “we,” “us,” or “our”) with the Securities and Exchange Commission on August 28, 2026, is being filed solely to update the table included in the “Selling Stockholder” section included in the base prospectus forming a part of the Registration Statement. No other changes to the Registration Statement or the base prospectus are being made by this Amendment.

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SELLING STOCKHOLDER

The following table sets forth information regarding the selling stockholder and the shares of Common Stock offered by the selling stockholder. This table replaces the selling stockholder table in the base prospectus forming a part of the Registration Statement.

The information in the table is based on 18,727,948 shares outstanding as of August 27, 2026, and was prepared based on information supplied to us by the selling stockholder and upon information in our possession. Information concerning the selling stockholder may change from time to time and changed information will be presented in a supplement to this prospectus if and when required.

		Shares Beneficially Owned Prior to this Offering								Number of Shares Being				Shares Beneficially Owned Upon Completion of the Offering(1)
Name of Selling Stockholder		Number				Percent				Offered				Number				Percent
Lind Global Asset Management XII LLC(2)			12,434,859				4.99	%			10,006,360	(2)			2,428,499				4.99	%
Total:											10,006,360

(1)

Assumes all the shares of Common Stock offered hereby are sold by the selling stockholder, such sales are to persons who are not affiliates of the selling stockholder, and the selling stockholder does not acquire beneficial ownership of any other shares of our Common Stock prior to completion of the offering.

(2)

Beneficial ownership reflected in the table consists of the following shares of Common Stock acquirable upon conversion, repayment, or exercise of the Notes and Warrants held by the selling stockholder: (i) 5,251,150 shares of Common Stock which are issuable upon conversion or repayment of the 2025 Lind Note and calculated assuming conversion on August 27, 2026 based upon 90% of the average of the three lowest VWAPs during the 20 trading days prior to such date, (ii) 651,042 shares of Common Stock, which are issuable upon exercise of the 2025 Lind Warrant, at an exercise price of $2.015 per share as adjusted pursuant to the down-round provisions described below, (iii) 6,182,649 shares of Common Stock, which are issuable upon conversion or repayment of the 2026 Lind Note and calculated assuming conversion on August 27, 2026 based upon 90% of the average of the three lowest VWAPs during the 20 trading days prior to such date, and (iv) 350,018 shares of Common Stock, which are issuable upon exercise of the 2026 Lind Warrant, at an exercise price of $2.015 per share as adjusted pursuant to the down-round provisions described below. The selling stockholder does not currently hold any shares of Common Stock. Shares of Common Stock previously received by the selling stockholder in connection with installment and conversion payments under the Notes have been disposed of by the selling stockholder and are not reflected in this table. The exercise price of the 2025 Lind Warrant and the 2026 Lind Warrant, and the Conversion Price of the 2026 Lind Note, were reduced pursuant to down-round anti-dilution provisions as a result of the Company’s June 2026 public offering at $1.55 per share, and the outstanding principal amount of each of the 2025 Lind Note and the 2026 Lind Note was increased by an aggregate of $623,333 as a result of a market capitalization default that occurred on May 8, 2026. The Notes and Warrants contain provisions preventing the conversion or exercise thereof to the extent such conversion or exercise would cause the holder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of the Company’s then outstanding shares of Common Stock (or 9.99% of the Company’s then outstanding shares of Common Stock to the extent that the holder, together with its affiliates, beneficially owns in excess of 4.99% of shares of the Company’s then outstanding shares of Common Stock at the time of such exercise or conversion) (the “Contractual Limitation”). In addition, the Notes and Warrants contain provisions preventing the number of shares of Common Stock issuable upon conversion or exercise thereof, if such conversion or exercise would result in the holder obtaining greater than 19.99% of the Company’s voting securities (the “19.99% Limitation”). At a special meeting held on March 31, 2026, we received stockholder approval for conversion and/or exercise of the Notes and Warrants in excess of 19.99% of our voting securities terminating and the 19.99% Limitation. Notwithstanding the termination of the 19.99% Limitation, the Contractual Limitation remains in place. The number of shares of Common Stock set forth in (i) the second and fifth column in the table above do not give effect to the Contractual Limitation, and (ii) the third and sixth column in the table above gives effect to the Contractual Limitation. A separate registration statement on Form S-3 filed with the SEC (File No. 333-288508) registers for resale an aggregate of 1,171,875 shares of Common Stock underlying the 2025 Lind Note and the 2025 Lind Warrant; another registration statement on Form S-3 filed with the SEC (File No. 333-293314) registers for resale an aggregate of 850,018 shares of Common Stock underlying the 2026 Note and the 2026 Lind Warrant; and an additional registration statement on Form S-3 filed with the SEC (File No. 333-297402) registers for resale an aggregate of 3,306,607 shares of Common Stock underlying the Notes. The Notes and the Warrants are directly owned by Lind. Jeff Easton is the Managing Member of The Lind Partners, LLC, which is the Investment Manager of Lind, and in such capacity has the right to vote and dispose of the securities held by Lind. Mr. Easton disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The address for Lind is 444 Madison Avenue, 41st Floor, New York, NY 10022.

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ITEM 16. EXHIBITS.

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

23.1

Consent of Independent Registered Public Accounting Firm.

X

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dubai, United Arab Emirates, on September 8, 2026.

	VOLITIONRX LIMITED
	By:	/s/ Cameron Reynolds
		Cameron Reynolds
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Cameron Reynolds		President, Chief Executive Officer and Director		September 8, 2026
Cameron Reynolds		(Principal Executive Officer)
*		Chief Financial Officer and Treasurer		September 8, 2026
Terig Hughes		(Principal Financial and Accounting Officer)
*		Secretary		September 8, 2026
Rodney Gerard Rootsaert
*		Director		September 8, 2026
Guy Innes
*		Director		September 8, 2026
Dr. Alan Colman
*		Director		September 8, 2026
Dr. Phillip Barnes
*		Director		September 8, 2026
Kim Nguyen
*		Director		September 8, 2026
Dr. Ethel Rubin
*		Director		September 8, 2026
Timothy Still

*By:	/s/ Cameron Reynolds
	Cameron Reynolds
	Attorney-in-Fact
	September 8, 2026

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