VolitionRx Limited filed a Form 8-K on October 27, 2026, disclosing a waiver and consent agreement dated October 23, 2026 with Lind Global Asset Management XII LLC covering a partial prepayment and modification of terms on a senior secured convertible promissory note.

Key Highlights

  • Partial prepayment: The company paid $500,000 in cash toward the outstanding principal balance under the note on October 23, 2026.
  • Remaining balance: Following the partial prepayment, the remaining outstanding balance under the note was $706,667, according to the filing.
  • Conversion restriction: Lind agreed not to exercise its conversion rights under the note on or prior to January 1, 2027, unless the closing price per share of Volition's common stock equals or exceeds $0.275 per share.
  • Deferred repayments: Monthly repayments for November and December 2026 were deferred and will continue to be reflected in outstanding principal until otherwise satisfied.
  • No event of default: Lind confirmed that no Event of Default shall be deemed to have occurred from the non-payment of the deferred repayment amounts, and waived all rights with respect thereto.
  • Increased repayment waiver: Lind agreed that prior to January 1, 2027, it shall not have the right to elect to receive any increased Repayment Amount as defined in the note.

VolitionRx and Lind Modify Senior Secured Note Terms in October 2026 Waiver

VolitionRx Limited (NYSE American:VNRX) disclosed that it entered into a waiver and consent agreement with Lind Global Asset Management XII LLC on October 23, 2026, modifying terms of a senior secured convertible promissory note originally issued January 15, 2026, in the principal amount of $2,400,000. That note was issued under a Securities Purchase Agreement dated May 15, 2025, which was subsequently amended and restated on January 7, 2026, according to the filing.

Under the waiver, Lind agreed to accept a $500,000 partial prepayment of outstanding principal, which the company paid in cash at the time of the agreement. The filing states that following this payment, the remaining outstanding balance under the note was $706,667. In addition, the parties agreed to defer the required monthly repayments for November and December 2026, designating these as "Future Deferred Repayment Amounts" that will remain reflected in outstanding principal until otherwise satisfied.

The conversion restriction included in the waiver limits Lind from exercising its conversion rights under the note on or before January 1, 2027, unless the closing price per share of Volition's common stock equals or exceeds $0.275. Lind also waived its right to elect an increased Repayment Amount before that same date. The filing notes that the description of the waiver "does not purport to be complete" and is qualified by the full text attached as Exhibit 10.1. A press release announcing the partial prepayment and the waiver was issued on October 27, 2026, and is included as Exhibit 99.1. The filing was signed by Cameron Reynolds, Chief Executive Officer and President.

What Was Disclosed

VolitionRx disclosed a waiver and consent with Lind Global Asset Management XII LLC modifying a $2,400,000 senior secured convertible note, including a $500,000 cash prepayment, a $706,667 remaining balance, deferred November and December 2026 repayments, and a conversion restriction through January 1, 2027.