Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

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"), a senior secured convertible promissory note in the original principal amount of $7,500,000. In connection with its repayment obligations under such note, (a) on June 17, 2026, the Company issued to Lind an aggregate of 333,332 shares of common stock to satisfy a $416,666 payment obligation, and (b) on May 19, 2026, the Company issued to Lind an aggregate of 212,259 shares of common stock to satisfy a $416,666 payment obligation. The offering and sale of the shares of common stock underlying the note was 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.