VolitionRx Secures $2M Via Senior Secured Convertible Note And Warrants For ~7M Shares At $0.5714/Share

VolitionRx Limited (NYSE:VNRX) ("Volition" or the "Company"), a multi-national epigenetics company, announced today that it has entered into an amended and restated securities purchase agreement (the "Amended Agreement") with Lind Global Asset Management XII LLC (the "Investor"), an investment fund managed by The Lind Partners, a New York-based institutional fund manager. Under the Amended Agreement, the Company will receive aggregate gross proceeds of $2,000,000 from the Investor in exchange for the issuance to the Investor of a senior secured convertible promissory note in the principal amount of $2,400,000 (the "2026 Note"), and a five-year common stock purchase warrant to purchase up to 7,000,350 shares of the Company's common stock at an exercise price of $0.5714 per share (the "2026 Warrant" and, together with the 2026 Note, the "2026 Securities"), subject to the satisfaction of certain closing conditions. As additional consideration to Investor, we have agreed to pay a commitment fee in the amount of $70,000, which shall be paid by deduction from the funding to be received.

As previously reported, on May 15, 2025, the Company and Investor entered into a securities purchase agreement (the "Original Agreement") pursuant to which the Company issued to the Investor a senior secured convertible promissory note in the principal amount of $7,500,000 (the "2025 Note") and a common stock purchase warrant to purchase of 13,020,834 shares of common stock (together with the 2025 Note, the "2025 Securities"). The Amended Agreement amends and restates the Original Agreement to provide for the sale and issuance of the 2026 Securities, which issuance and sale is in addition to the previous issuance and sale of the 2025 Securities. The 2025 Note and the 2026 Note are secured by the assets of the Company and its subsidiaries.

The 2026 Note, which does not accrue interest, shall be repaid in eighteen (18) consecutive monthly installments in the amount of $133,333 beginning six months from the issuance date.  Investor may elect with respect to no more than two (2) monthly payments to increase the amount of such monthly payment up to $1,000,000 upon notice to the Company.  The monthly payments due under the 2026 Note may be made at the Company's election by the issuance of shares of common stock, cash, or a combination of cash and shares in accordance with the terms of the Note.  The outstanding principal under the 2026 Note is convertible into shares of common stock at a price per share of $0.5714.

Pursuant to the Amended Agreement, within 30 days of the closing, the Company is required to prepare and file a registration statement covering the resale of all of the shares of common stock issued or issuable to the Investor upon conversion of the 2026 Note or exercise of the 2026 Warrant.