VolitionRx issues shares to Lind under existing note conversions

VolitionRx Limited disclosed in an 8-K filing that it issued additional common shares to Lind Global Asset Management XII LLC to satisfy conversion obligations under previously issued convertible notes. The notes originated from a securities purchase agreement dated May 15, 2025, later amended and restated on January 7, 2026, under which VolitionRx had issued senior secured convertible promissory notes to Lind with original principal amounts of $7,500,000 and $2,400,000.¹

Under the terms of those notes, VolitionRx made two share issuances in August 2026. On August 11, 2026, the company issued 220,264 shares of common stock to satisfy a $150,000 conversion obligation, and on August 20, 2026, it issued 553,097 shares to satisfy a $250,000 conversion obligation.¹

The filing states that the share offerings relied on exemptions from registration under the securities laws, specifically the exemption available under Section 3(a)(9) or, alternatively, Section 4(a)(2) of the Securities Act of 1933, along with Rule 506 of Regulation D and corresponding state blue sky provisions.¹ The company further noted that the shares were issued to an existing securityholder, with no commissions paid, no public offering involved, and no general solicitation or advertising used.¹

The 8-K was signed by Cameron Reynolds, VolitionRx's Chief Executive Officer and President, and dated August 24, 2026, though the report covers events with an earliest reported date of August 19, 2026.