Entry into a Material Definitive Agreement · Other Events
Item 1.01 Entry into a Material Definitive Agreement . 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, pursuant to which the Company issued and sold to Lind in addition to certain common stock purchase warrants, a senior secured…
Filed Oct 27, 2026Accepted Oct 27, 2026, 5:00 PM EDTCIK 93314Accession 0001477932-26-006470
We are a smaller reporting company and a non-accelerated filer, and we cannot be certain if the reduced disclosure requirements applicable to our filing status, as well as the exemption from the requirement to provide an auditor’s attestation report regarding the effectiveness of our internal controls, will make our common stock less attractive to investors.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement
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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, pursuant to which the Company issued and sold to Lind in addition to certain common stock purchase warrants, a senior secured convertible promissory note issued January 15, 2026 in the original principal amount of $2,400,000 (the “Note”).
On October 23, 2026, the Company and Lind entered into a waiver and consent (the “Waiver”) pursuant to which (i) Lind agreed to accept a partial prepayment of outstanding principal by the Company in the amount of $500,000 (the “Partial Prepayment”), (ii) Lind agreed not to exercise its conversion rights under the Note on or prior to January 1, 2027 unless and until the closing price per share of Volition’s common stock equals or exceeds $0.275 per share, (ii) the parties agreed to defer the otherwise required monthly repayments for each of November and December 2026 (the “Future Deferred Repayment Amounts”) and to continue to reflect such amounts in outstanding principal until otherwise satisfied. In connection with the Waiver, the Company prepaid $500,000 in cash towards the outstanding principal balance under the Note. Following such partial prepayment, the remaining outstanding balance under the Note was $706,667. Pursuant to the Waiver, Lind also confirmed and agreed that no Event of Default (as defined in the Note) shall be deemed to have occurred from the non-payment of the Future Deferred Repayment Amounts and waived all rights with respect thereto. Additionally, Lind agreed that prior to January 1, 2027 it shall not have the right, and waived its right, to elect to receive any increased Repayment Amount (as defined in the Note).
The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On October 27, 2026, the Company issued a press release announcing the Partial Prepayment and the Waiver. A copy of the press release is included herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibit No. Description
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10.1 Waiver and Consent, dated October 23, 2026, by and between the Company and Lind Global Asset Management XII LLC
99.1 Press Release, dated October 27, 2026
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
Filed exhibits (1)
EX-99.1 (by filename) vnrx_ex991.htm
EXHIBIT 99.1
VolitionRx Limited Announces $500,000 Partial Pre-Payment of Convertible Note in Cash
Reduces outstanding principal to only $0.7 million on the $2.4 million note and brings total debt reduction across both notes to over $5.0 million since June 30, 2026.
Secures agreement pausing conversion rights until January 2027 (unless closing share price equals or exceeds $0.275) and deferring remaining monthly repayments for 2026.
HENDERSON, Nev., Oct. 27, 2026 /PRNewswire/ -- VolitionRx Limited (NYSE AMERICAN: VNRX) (“Volition”), a multi-national epigenetics company, today announces a $500,000 partial prepayment in cash towards the outstanding principal balance on its senior secured convertible promissory note, dated January 15, 2026, in the original principal amount of $2,400,000 (the “Note”), issued to Lind Global Asset Management XII LLC (“Lind”). Following the partial pre-payment, the remaining outstanding balance under the Note as of the date of this announcement is down to $706,667. As previously announced, the senior secured convertible promissory note, dated May 20, 2025, in the original principal amount of $7,500,000, also issued to Lind, was fully-satisfied by t…