VolitionRx gets waiver from Lind on ATM sales exceeding annual cap

VolitionRx Limited disclosed in an 8-K filed for a September 2, 2026 event that it entered into a waiver and consent agreement with Lind Global Asset Management XII LLC regarding sales under its at-the-market (ATM) offering program.

The waiver relates to a prior financing arrangement. VolitionRx and Lind had entered a Securities Purchase Agreement dated May 15, 2025, later amended and restated on January 7, 2026, under which the company issued a $7,500,000 convertible note and a warrant for up to 651,042 shares in 2025, followed by a $2,400,000 convertible note and a warrant for up to 350,018 shares in January 2026.¹ Under the Purchase Agreement, VolitionRx was permitted to sell up to $10 million per calendar year under its ATM Agreement as Permitted ATM Sales.¹

On September 2, 2026, the company and Lind signed a waiver in which Lind consented to all ATM sales, including amounts above the $10 million annual limit, treating them as Permitted ATM Sales rather than Prohibited Transactions.¹ The waiver also covers default-related consequences: Lind waived remedies tied to the Prohibited Transactions and Event of Default provisions in both the Purchase Agreement and the notes, including rights to accelerate obligations or foreclose on collateral, to the extent those rights were triggered by ATM sales.¹

The agreement further addressed notice failures and pricing adjustments. Lind waived any existing or future defaults tied to covenant breaches, including VolitionRx's failure to give timely notice of above-cap ATM sales, and waived any conversion or exercise price adjustments tied to ATM sales occurring after August 28, 2026.¹ However, the Conversion Price of the Notes and Exercise Price of the Warrants were adjusted according to their existing terms for ATM sales made through August 28, 2026.¹

The full waiver text is filed as Exhibit 10.1 to the 8-K.