Every S-3 that VolitionRx Limited (VNRX) has filed with the SEC in the last 12 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 S-3 covers the shelf registration that lets an established company sell over time, 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) filed a pre-effective amendment to its Form S-3 to register for resale up to 10,006,360 shares of common stock for a single selling stockholder, Lind Global Asset Management XII LLC. These shares may be issued upon conversion and/or repayment of VolitionRx’s outstanding secured convertible notes and exercise of related warrants.
The registration is solely for resales by the selling stockholder; VolitionRx will not receive any proceeds from the sale of these shares, though it will bear an estimated $31,539 of registration expenses. The notes are convertible at the lower of a fixed conversion price or 90% of the three lowest volume weighted average prices over a 20-trading-day lookback, and prior covenant non-compliance increased note principal by $623,333, which, together with down-round price adjustments, has substantially increased potential share issuances to Lind.
As of August 27, 2026, VolitionRx had 18,727,948 shares outstanding, and Lind’s beneficial ownership through notes and warrants could reach 12,434,859 shares, subject to contractual caps of 4.99%–9.99% of outstanding shares at any time. The company highlights risks that conversions and resales under this structure could significantly dilute existing stockholders and pressure the trading price.
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 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 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 is registering 17,968,090 shares of common stock for resale by existing investors. These shares include stock already issued in private placements and shares that may be issued from a secured convertible note and related warrants.
The offering is entirely by selling stockholders; the company will not receive any proceeds from sales under this prospectus, though it has paid the registration costs. Shares may be sold over time on the NYSE American under “VNRX” or in private deals at market or negotiated prices.
The largest selling holder is Lind Global Asset Management XII LLC, which holds convertible notes and warrants subject to 4.99% and 19.99% ownership caps, while another holder, Elli Lerner, is also registering shares issuable from warrants. This structure could create meaningful share overhang if large blocks are sold.