VolitionRx Limited

Item 3.02 Unregistered Sales of Equity Securities Conversions of Notes As previously reported, pursuant to that certain securities purchase agreement dated May 15, 2025 (as amended and restated on January 7, 2026, the “SPA”), VolitionRx Limited (the “Company”) issued to Lind Global Asset Management XII LLC, a Delaware limited liability company (“Lind”), senior secured convertible promissory notes in the original principal amounts of $7,500,000 and $2,400,000. In connection with its obligations under such notes, (a) on September 2, 2026 the Company issued to Lind an aggregate of 706,214 shares of common stock to satisfy a $250,000 conversion obligation, and (b) on September 10, 2026 the Company issued to Lind an aggregate of 707,236 shares of common stock to satisfy a $215,000 conversion obligation. The offering and sale of the shares of common stock underlying the notes were made in reliance on the exemption afforded by Section 3(a)(9) or alternatively Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D under the Securities Act, and corresponding provisions of state securities or “blue sky” laws. The issuance of the shares of common stock was to an existing securityholder, did not involve any paid commissions, did not involve a public offering and was made without general solicitation or general advertising. Outstanding Shares As of September 14, 2026, there were 27,903,326 shares of the Company’s $0.001 par value common stock issued and outstanding.