VOLITIONRX LTD 8-K

What Happened

• VolitionRx Ltd (VNRX) filed an 8-K on April 1, 2026 reporting results of a Special Meeting held March 31, 2026 in London. Shareholders approved two proposals: (1) issuance of additional common stock exceeding 20% of outstanding shares to Lind Global Asset Management XII LLC to comply with NYSE American Rule 713; and (2) an amendment authorizing the board to effect a reverse stock split of common shares at a ratio between 1‑for‑5 and 1‑for‑20.

Key Details

• Record date and shares outstanding: 135,565,326 common shares as of February 9, 2026. 80,508,751 shares were present or represented by proxy at the meeting.
• Proposal 1 (issuance to Lind Global): Votes For 44,152,648; Against 14,095,382; Abstained 1,114,276; Broker non‑votes 21,146,445.
• Proposal 2 (reverse split authorization): Votes For 62,838,654; Against 16,451,299; Abstained 1,218,798. The board is authorized to choose any ratio between 1‑for‑5 and 1‑for‑20 if it decides to implement a reverse split.
• No other matters were presented at the Special Meeting. Details were disclosed in the proxy statement filed February 11, 2026.

Why It Matters

• The approved share issuance to Lind Global authorizes dilution in excess of 20% of current outstanding shares (a concrete change to the company’s capital structure required for NYSE American compliance). If issued, this will increase the total number of shares and affect existing ownership percentages.
• The reverse split authorization gives the board discretion to reduce the share count by between 5x and 20x if implemented, which would increase the per‑share price and change the float and share count. Both actions are concrete corporate-authority steps that, if exercised, will materially change the company’s share structure and could affect trading, liquidity and investor holdings.