VolitionRx Limited (VNRX) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by VolitionRx Limited on August 24, 2026, covering events occurring on August 11, 2026, and August 20, 2026. The Company is incorporated in Delaware and trades on the NYSE American under the symbol VNRX.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or liquidity metrics. The report focuses exclusively on specific equity transactions related to debt conversion.
Material Changes and Transactions
Under Item 3.02 (Unregistered Sales of Equity Securities), the Company reported the issuance of common stock to Lind Global Asset Management XII LLC ("Lind") to satisfy conversion obligations under senior secured convertible promissory notes originally issued under a Securities Purchase Agreement dated May 15, 2025 (amended January 7, 2026). The specific issuances were:
- August 11, 2026: Issued 220,264 shares of common stock to satisfy a $150,000 conversion obligation.
- August 20, 2026: Issued 553,097 shares of common stock to satisfy a $250,000 conversion obligation.
Total shares issued in this report: 773,361 shares. Total debt converted: $400,000.
Guidance, Risks, and Legal Basis
The Company stated that the offering and sale of shares were made in reliance on exemptions under Section 3(a)(9) or Section 4(a)(2) of the Securities Act of 1933, and/or Rule 506 of Regulation D. The issuance was made to an existing securityholder without public offering, general solicitation, or paid commissions. No forward-looking guidance or management commentary regarding future operations was included in this filing.
Investor Verification Checklist
- Verify the total outstanding principal amount of the senior secured convertible promissory notes held by Lind Global Asset Management XII LLC.
- Confirm the conversion price per share implied by the August 11 and August 20 transactions ($150,000/220,264 and $250,000/553,097).
- Review the amended Securities Purchase Agreement (dated January 7, 2026) for terms regarding future conversion obligations and interest rates.
- Check subsequent filings for any additional conversions or dilution impacts on existing shareholders.