When a company pays down a debt by handing the creditor new shares of stock instead of cash, that is called a conversion, and each share issued dilutes ownership for everyone already holding the stock. VolitionRx Limited (NYSE American: VNRX), based in Henderson, Nevada, did this three times between July 14 and August 6, 2026, issuing a combined 779,371 shares of common stock to Lind Global Asset Management XII LLC to satisfy obligations totaling $749,999 tied to two senior secured convertible promissory notes.
The notes and the creditor
Lind Global Asset Management XII LLC, a Delaware limited liability company, holds two senior secured convertible promissory notes issued by VolitionRx. The original principal amounts are $7,500,000 and $2,400,000. Both notes trace to a securities purchase agreement first signed May 15, 2025, which the two parties amended and restated on January 7, 2026.
Three transactions, three tranches
The share issuances came in three separate blocks. On July 14, 2026, VolitionRx issued 116,651 shares to satisfy a $133,333 payment obligation. On July 16, it issued 372,023 shares to satisfy a $416,666 obligation. Then on August 6, the company issued 290,697 shares to clear a $200,000 conversion obligation. Chief Executive Officer and President Cameron Reynolds signed the 8-K filed the following day, August 7.
These are settled transactions, not projections. Each share count and dollar figure appears directly in the filing.
The legal path around registration
Issuing shares without first registering them with the Securities and Exchange Commission is legal under specific exemptions. VolitionRx cited Section 3(a)(9) of the Securities Act of 1933, which covers securities exchanged by the issuer directly with existing securityholders, with no commissions paid. The company also cited, as an alternative basis, Section 4(a)(2) of the same act and Rule 506 of Regulation D. Each exemption requires that shares be issued without a public offering and without general solicitation or advertising. The filing confirms both conditions were met. Lind already held securities in the company before any of these three transactions closed.