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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Note Prepayment
As previously reported, VolitionRx Limited (the “Company”) and Lind Global Asset Management XII LLC (“Lind”) entered into a Securities Purchase Agreement, dated May 15, 2025, as amended and restated on January 7, 2026 (the “Purchase Agreement”), pursuant to which the Company issued and sold to Lind (i) that certain senior secured convertible promissory note in the original principal amount of $7,500,000 dated May 20, 2025 (the “2025 Note”) that is convertible into shares of the Company’s common stock, par value $0.001 per share, (ii) that certain common stock purchase warrant, (iii) that certain senior secured convertible promissory note in the original principal amount of $2,400,000 dated January 15, 2026 (the “2026 Note”), and (iv) that certain common stock purchase warrant.
Pursuant to Section 1.4.1 of the 2025 Note, on September 11, 2026, the Company prepaid in cash the outstanding principal amount of the 2025 Note in the aggregate amount of approximately $422,000 (the “Prepayment”). Following the Prepayment, no further amounts remain outstanding under the 2025 Note. For the avoidance of doubt, the 2026 Note and all obligations of the Company thereunder remain in full force and effect and were not affected by the Prepayment.
On September 14, 2026, the Company issued a press release regarding the Prepayment. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VOLITIONRX LIMITED |
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Date: September 14, 2026 |
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/s/ Cameron Reynolds |
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Cameron Reynolds |
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Chief Executive Officer & President |
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EXHIBIT 99.1
VolitionRx Limited Announces Pre-Payment in Full of $7.5 million Senior Secured Convertible Promissory Note Due May 20, 2027
Reduces Equity Overhang
Henderson, Nevada, September 14, 2026 /PRNewswire/ -- VolitionRx Limited (NYSE AMERICAN: VNRX) (“Volition”), a multi-national epigenetics company, today announces the full pre-payment in cash of the outstanding balance on its senior secured convertible promissory note, dated May 20, 2025, in the original principal amount of $7,500,000 (the “Note”), issued to Lind Global Asset Management XII LLC (“Lind”). Following the pre-payment, all obligations under the Note have been satisfied. The senior secured convertible promissory note, dated January 7, 2026, in the original principal amount of $2,400,000, also issued to Lind, remains outstanding in the amount of $2,041,667.
Cameron Reynolds, Chief Executive Officer, Volition, commented:
“We are very pleased to be in a position to retire the outstanding balance of this note to Lind, more than eight months ahead of our originally scheduled maturity date.
"By prepaying the balance in cash, we prevent further potential dilution to our stockholders associated with the note.
“We are continuing to execute against our plan to improve Volition's financial position and further debt and expense reduction remains a top priority moving forward as we seek to maximize stockholder value."
About Volition
Volition is a multi-national company focused on advancing the science of epigenetics. Volition is dedicated to saving lives and improving outcomes for people and animals with life-altering diseases through earlier detection, as well as disease and treatment monitoring.
Through its subsidiaries, Volition is developing and commercializing simple, easy to use, cost-effective blood tests to help detect and monitor a range of diseases, including some cancers and diseases associated with NETosis, such as sepsis. Early detection and monitoring have the potential not only to prolong the life of patients, but also to improve their quality of life.
The contents found at Volition’s website address are not incorporated by reference into this document and should not be considered part of this document. Such website address is included in this document as an inactive textual reference only.
Media Enquiries: Louise Batchelor, Volition, mediarelations@volition.com +44 (0)7557 774620
Safe Harbor Statement
Statements in this press release may be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that concern matters that involve risks and uncertainties that could cause actual results to differ materially from those anticipated or projected in the forward-looking statements. Words such as "expects," "anticipates," "intends," "plans," "aims," "targets," "believes," "seeks," "estimates," "optimizing," "potential," "goal," "suggests," "could," "would," "should," "may," "will" and similar expressions identify forward-looking statements. These forward-looking statements reflect the current belief and expectations of management and relate to, among other topics, statements regarding the pre-payment of the Note and future reductions of debt and expenses. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Although Volition believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are subject to risks and uncertainties that may cause Volition's actual activities or results to differ materially from those indicated or implied by any forward- looking statement, including, without limitation, due to risks and uncertainties related to risks disclosed in the documents Volition files from time to time with the SEC, including Volition's Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. These statements are based on current expectations, estimates and projections about Volition's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are made as of the date of this release, and, except as required by law, Volition does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.