VolitionRx issues shares to Lind to satisfy convertible note conversions

What happened

VolitionRx Limited (NYSE American: VNRX), a company developing blood-based diagnostic tests, disclosed in a Form 8-K filed August 24, 2026 that it issued shares of common stock to an existing investor, Lind Global Asset Management XII LLC.

The company issued 220,264 shares on August 11, 2026, to satisfy a $150,000 conversion obligation, and 553,097 shares on August 20, 2026, to satisfy a $250,000 conversion obligation. Both issuances were tied to senior secured convertible promissory notes originally issued under a securities purchase agreement dated May 15, 2025, as amended and restated on January 7, 2026.

The shares trade on the NYSE American under the ticker VNRX. On the event date, the stock closed at $0.5811, up 70.91% from the prior close of $0.34, on volume of about 294.7 million shares, far above its average volume of about 1.3 million.

The filing

The Form 8-K was filed under Item 3.02, which requires companies to disclose unregistered sales of equity securities. The company stated the share issuances 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 filing notes that the issuance was to an existing securityholder, did not involve paid commissions, did not involve a public offering, and was made without general solicitation or advertising.

The company also asserted it qualifies as an emerging growth company, a designation that reduces certain reporting requirements.

What this means

A convertible promissory note is a debt instrument that can be converted into shares of the company's stock, typically at the holder's option or upon certain conditions. Here, VolitionRx issued shares to Lind to satisfy conversion obligations, meaning Lind converted portions of the notes into equity.

An 8-K filing under Item 3.02 is required whenever a company sells equity securities without registering them with the SEC. The exemptions cited allow companies to issue shares to accredited investors or existing holders without a full public offering, but the transaction must be disclosed.

The large price increase and volume on the event date suggest significant investor interest, but the filing does not explain why the stock moved. The filing only describes the share issuance, not the reasons for the trading activity.

Such conversions can dilute existing shareholders by increasing the number of shares outstanding. The filing does not state how many shares remain available under the notes or what the conversion terms are beyond the dollar amounts.