Key Highlights

● VolitionRx issued 2,157,340 shares to Lind Global Asset Management XII LLC in two September 2026 tranches under a $2.4 million convertible note.

● The tranches covered $185,000 on September 18 and $340,000 on September 23, together satisfying $525,000 of note obligations.

● Implied conversion prices were roughly $0.265 per share for the first Tranche and $0.233 per share for the second, though not stated explicitly.

● The note was originally issued May 15, 2025 and amended January 7, 2026; the filing does not disclose remaining outstanding principal.

VolitionRx Limited (NYSE:VNRX) issued 2,157,340 shares of common stock to Lind Global Asset Management XII LLC in September 2026 to satisfy conversion obligations under a $2.4 million senior secured convertible note, the diagnostics company disclosed in an 8-K filed September 25. The issuances came in two tranches: 698,113 shares on September 18 to cover a $185,000 conversion, and 1,459,227 shares on September 23 to cover a $340,000 conversion. Both issuances were reported together in a single 8-K under Item 3.02, covering unregistered sales of Equity securities.

The Note Behind the Conversions

According to the filing, the underlying note was originally issued to Lind Global Asset Management XII LLC, a Delaware Limited Liability company, on May 15, 2025, as a $2,400,000 senior secured convertible Promissory Note issued under a securities purchase agreement, and was subsequently amended on January 7, 2026. The 8-K describes the two September conversions as satisfying a combined $525,000 of the note's outstanding obligations through stock rather than cash, though it does not disclose the conversion price used for each tranche or how much principal remains outstanding on the note afterward.

Dividing the dollar amounts converted by the share counts issued implies an approximate conversion price of roughly $0.265 per share for the September 18 tranche and about $0.233 per share for the September 23 tranche, though the filing itself does not state these prices explicitly or explain any difference between them.

Exemptions From Registration

VolitionRx said the share issuances to Lind Global were made without any public solicitation or payment of commissions and relied on one of several possible exemptions from registration under the Securities Act of 1933: Section 3(a)(9), which covers exchanges with existing securityholders; Section 4(a)(2), the private-placement exemption; or Regulation D Rule 506, which covers private offerings to accredited investors. The filing frames these as alternative bases for the exemption rather than specifying which one definitively applies, which is common where a conversion could plausibly qualify under more than one provision.

Convertible notes like this one typically give the holder the right, rather than the obligation, to convert outstanding principal into shares at specified intervals or prices, which explains why VolitionRx has filed multiple separate 8-Ks over time as Lind Global exercises that right in stages rather than all at once.

VolitionRx's Business and the Nature of the Filing

VolitionRx is a Nevada-based diagnostics company developing blood-based tests, and this filing falls under Item 3.02 of Form 8-K, which requires disclosure of unregistered sales of equity securities. Because the shares were issued upon conversion of an existing note rather than through a new Capital raise, the filing does not represent new financing; it reflects an existing lender converting Debt it already held into equity, which increases VolitionRx's share count without bringing in new cash.

The filing does not disclose VolitionRx's total shares outstanding after the issuances, making it impossible from this document alone to gauge the dilutive impact as a percentage of the company's equity. VolitionRx develops blood-based diagnostic tests aimed at detecting cancer and other diseases, and like many clinical-stage diagnostics companies, it has relied on convertible debt and similar structured financing instruments to fund operations while its products move toward broader commercialization.

Remaining Note Balance Still Undisclosed

The filing does not disclose the remaining outstanding principal on the $2.4 million note; further conversions or repayments could follow in future 8-Ks. Watch for additional Item 3.02 filings disclosing further share issuances to Lind Global as the note continues to convert. No specific deadline or Maturity date for the note is disclosed in this filing, and investors following VolitionRx's Capital Structure should watch its periodic reports for the note's remaining balance and maturity terms.