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"), 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 August 27, 2026 the Company issued to Lind an aggregate of 712,328 shares of common stock to satisfy a $260,000 conversion obligation, (b) on August 27, 2026 the Company issued to Lind an aggregate of 520,547 shares of common stock to satisfy a $190,000 conversion obligation, (c) on August 31, 2026 the Company issued to Lind an aggregate of 698,630 shares of common stock to satisfy a $255,000 conversion obligation, (d) on August 31, 2026 the Company issued to Lind an aggregate of 695,890 shares of common stock to satisfy a $254,000 conversion obligation, (e) on August 31, 2026 the Company issued to Lind an aggregate of 693,151 shares of common stock to satisfy a $253,000 conversion obligation, (f) on August 31, 2026 the Company issued to Lind an aggregate of 690,411 shares of common stock to satisfy a $252,000 conversion obligation, and (g) on August 31, 2026 the Company issued to Lind an aggregate of 687,671 shares of common stock to satisfy a $251,000 conversion 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.