The dual-track capital raise (unregistered conversions + shelf registration for resale) combined with an activist 13D filing signals a company in distress. Monitor for further conversions under the Lind note, potential going-concern disclosure in the next 10-Q, and any response from Lagoda Investment Management.
Price Chart
Executive Summary
VolitionRx issued 2,157,340 shares to Lind Global Asset Management XII LLC via two debt conversions totaling $525,000, further diluting existing holders. This is the latest in a series of dilutive events under the Lind note, following a shelf registration for resale of up to 10,006,360 shares and an activist 13D filing by Lagoda Investment Management, all signaling severe financial distress.
Key Financial Metrics
Key Facts
- Issued 698,113 shares on Sept 18, 2026 to satisfy a $185,000 conversion obligation under the Lind note.
- Issued 1,459,227 shares on Sept 23, 2026 to satisfy a $340,000 conversion obligation under the Lind note.
- Total shares issued: 2,157,340 for $525,000 in conversion obligations.
- Shares were issued to existing securityholder Lind Global Asset Management XII LLC via Section 3(a)(9) / 4(a)(2) exemption.
- The Lind note originally had a $2,400,000 principal amount; the SPA was amended on Jan 7, 2026.
- Cross-filing context: S-3/A filed Sept 9, 2026 registers 10,006,360 shares for resale by Lind; SC 13D/A filed Sept 16, 2026 shows Lagoda Investment Management holds a 4.99% beneficial stake.
- Prior S-3/A (Sept 8, 2026) shows 18,727,948 shares outstanding as of Aug 27, 2026; this issuance alone represents ~11.5% dilution from that base.
- Lind's warrants have down-round anti-dilution provisions triggered by the June 2026 public offering at $1.55/share.
- Lind's notes have a market-cap covenant default that occurred May 8, 2026, increasing principal by $623,333.
Financial Impact
2,157,340 shares issued for $525,000 in debt conversions; dilution of ~11.5% from 18.7M shares outstanding as of Aug 27, 2026. Combined with the S-3 resale registration for 10,006,360 shares, total potential dilution exceeds 53% of current shares outstanding.
Risk Factors
- Further dilution from remaining Lind note conversion obligations and warrant exercises.
- Potential going-concern warning in upcoming financial statements.
- Activist pressure from Lagoda Investment Management may force additional dilutive financing or restructuring.
- Downward price spiral as registered resale shares flood the market.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001477932-26-005804 |
| Document: 0001477932-26-005804-index-headers.html | 0001477932-26-005804 |
| Document: 0001477932-26-005804-index.html | 0001477932-26-005804 |
| Document: 0001477932-26-005804.txt | 0001477932-26-005804 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 25, 2026 4w ago | 8-K | $0.2529 | awaiting T+60 | — | $0.1786 (+29.38%) |
Sep 16, 2026 5w ago | SC 13D/A | $0.2849 | awaiting T+60 | — | $0.1786 (−37.31%) |
Sep 15, 2026 5w ago | 8-K | $0.2749 | awaiting T+60 | — | $0.1786 (+35.03%) |
Sep 11, 2026 6w ago | EFFECT | $0.3102 | awaiting T+60 | — | $0.1786 (+42.42%) |
Sep 8, 2026 6w ago | S-3/A | $0.3400 | awaiting T+60 | — | $0.1786 (+47.47%) |
Sep 1, 2026 7w ago | 8-K | $0.3800 | awaiting T+60 | — | $0.1786 (+53.00%) |
Aug 24, 2026 9w ago | 8-K | $0.3846 | awaiting T+60 | — | $0.1786 (+53.56%) |
Aug 7, 2026 11w ago | 8-K | $0.7700 | awaiting T+60 | — | $0.1786 (+76.81%) |
Jul 20, 2026 14w ago | EFFECT | $1.13 $0.1847 | ▲ +83.65% | ▲ +88.50% | $0.1786 (+84.19%) |
Jun 18, 2026 18w ago | 8-K | $1.34 | awaiting T+60 | — | $0.1786 (+86.67%) |
US Market Status
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