VolitionRx Limited (NYSE American: VNRX), a multi-national epigenetics company, announced that it has entered into an amended and restated securities purchase agreement providing for aggregate gross proceeds of $2.0 million, subject to customary closing conditions.
Pursuant to the amended agreement, the Company will issue to Lind Global Asset Management XII LLC a senior secured convertible promissory note in the principal amount of $2,400,000 and a five-year common stock purchase warrant exercisable for up to 7,000,350 shares of common stock at an exercise price of $0.5714 per share. The transaction includes a $70,000 commitment fee, which will be deducted from the funding proceeds.
The 2026 Note does not accrue interest and will be repaid in eighteen consecutive monthly installments of $133,333 beginning six months from issuance. The outstanding principal is convertible into shares of common stock at a conversion price of $0.5714 per share. The Company may satisfy monthly installment payments in cash, shares of common stock, or a combination thereof, in accordance with the terms of the note. The 2026 Note and related securities are secured by the assets of the Company and its subsidiaries.
The amended agreement modifies and restates a prior securities purchase agreement entered into on May 15, 2025, pursuant to which the Company previously issued a $7,500,000 senior secured convertible promissory note and related warrants.
Within 30 days following closing, the Company is required to file a registration statement covering the resale of the shares of common stock issuable upon conversion of the 2026 Note and exercise of the 2026 Warrant.
Lucosky Brookman LLP served as counsel in connection with the transaction.
