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 principal amount of $7,500,000. In connection with its repayment obligations under such note, (a) on February 17, 2026, the Company issued to Lind an aggregate of 1,956,178 shares of common stock to satisfy a $416,666 payment obligation, (b) on January 29, 2026, the Company issued to Lind an aggregate of 2,569,753 shares of common stock to satisfy a $583,334 payment obligation, and (c) on January 16, 2026, the Company issued to Lind an aggregate of 1,893,936 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.

As previously reported, on September 18, 2025 the Company issued 483,870 shares of its common stock, plus warrants to purchase up to an additional 483,870 shares of common stock at an exercise price of $0.682 per share, to an existing stockholder in a private placement, at a combined offering price of $0.62 per share and accompanying warrant, or an aggregate offering price of $300,000 (excluding any proceeds from the exercise of the warrants). The warrants were exercisable immediately upon issuance and expire on September 18, 2030. The offering and sale of the shares of common stock and warrants was made in reliance upon the exemption afforded by Section 4(a)(2) of 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 and warrants was to an existing securityholder, did not involve any underwriting discounts or commissions, did not involve a public offering and was made without general solicitation or general advertising.