VolitionRx Limited (VNRX) filed a Current Report on Form 8-K dated September 2, 2026, announcing that the company and its investor Lind Global Asset Management XII LLC have entered into a Waiver and Consent agreement. This agreement modifies the terms of a Securities Purchase Agreement executed on May 15, 2025, and amended on January 7, 2026.
Under the original terms of the Securities Purchase Agreement, VolitionRx was permitted to sell up to $10 million under its At-the-Market (ATM) Agreement during any calendar year. The new Waiver allows Lind to consent to sales under the ATM Agreement that exceed this $10 million cap, classifying those excess amounts as Permitted ATM Sales rather than Prohibited Transactions.
The Waiver provides significant relief to VolitionRx regarding the 2025 Note and the 2025 Warrant. Lind has waived all remedies available under the Prohibited Transactions covenants and Event of Default provisions of the Purchase Agreement and the Notes. This waiver specifically covers any rights to declare amounts due, demand immediate payment, accelerate obligations, or foreclose on collateral triggered by sales under the ATM Agreement.
Additionally, the Waiver waives any existing or future Events of Default arising from covenant breaches related to ATM sales. It also waives any adjustments to the Conversion Price of the Notes and the Exercise Price of the Warrants that would have resulted from sales under the ATM Agreement occurring after August 28, 2026. As part of the Waiver, the Conversion Price of the Notes and the Exercise Price of the Warrants were adjusted for sales under the ATM Agreement through August 28, 2026.
