VolitionRx issues shares to Lind to satisfy note conversions

VolitionRx Limited disclosed in an 8-K filed with the SEC that it issued additional shares of common stock to Lind Global Asset Management XII LLC to satisfy conversion obligations under a senior secured convertible promissory note. The report covers events dated September 22, 2026, with the filing itself dated September 25, 2026.

The note originated from a securities purchase agreement dated May 15, 2025, later amended and restated on January 7, 2026, under which VolitionRx issued Lind a senior secured convertible promissory note with an original principal amount of $2,400,000.¹

Under that arrangement, on September 18, 2026 the company issued Lind 698,113 shares of common stock to satisfy a $185,000 conversion obligation, and on September 23, 2026 it issued Lind 1,459,227 shares of common stock to satisfy a $340,000 conversion obligation.¹

Regarding the legal basis for the transactions, the company said the offering and sale of the underlying shares were made in reliance on exemptions under Section 3(a)(9) or alternatively Section 4(a)(2) of the Securities Act, and/or Rule 506 of Regulation D, noting the issuance was to an existing securityholder, involved no paid commissions, did not constitute a public offering, and was made without general solicitation or advertising.¹

The filing was signed on behalf of the company by Cameron Reynolds, Chief Executive Officer and President, on September 25, 2026, as recorded in the document's signature section. VolitionRx trades on NYSE American under the ticker VNRX, as listed in the filing's cover page.