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 September 1, 2026, covering events occurring on August 27, 2026, and August 31, 2026. The report details unregistered sales of equity securities pursuant to a Securities Purchase Agreement (SPA) dated May 15, 2025, and amended on January 7, 2026.
Key Financial Metrics and Transaction Details
The filing reports the conversion of senior secured convertible promissory notes held by Lind Global Asset Management XII LLC into common stock. The filing does not provide revenue, profit, cash flow, or margin data.
- Total Conversion Value: $1,715,000
- Total Shares Issued: 4,698,628 shares of common stock
- Transaction Dates and Amounts:
- August 27, 2026: 712,328 shares for $260,000
- August 27, 2026: 520,547 shares for $190,000
- August 31, 2026: 698,630 shares for $255,000
- August 31, 2026: 695,890 shares for $254,000
- August 31, 2026: 693,151 shares for $253,000
- August 31, 2026: 690,411 shares for $252,000
- August 31, 2026: 687,671 shares for $251,000
Material Changes
The primary material change is the reduction of debt obligations and the corresponding increase in outstanding common stock. The filing does not provide comparative financial data against prior periods.
Guidance, Risks, and Unusual Items
The issuance of shares was 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 transaction involved no paid commissions, was not a public offering, and involved no general solicitation. The filing contains no forward-looking guidance or management commentary regarding future operations.
Investor Verification Checklist
- Verify the total number of shares outstanding post-conversion to assess dilution impact.
- Confirm the remaining principal balance on the senior secured convertible promissory notes with Lind Global Asset Management XII LLC.
- Review the amended SPA dated January 7, 2026, for specific conversion pricing mechanisms and covenants.
- Check subsequent filings for any further conversions or liquidity events.