Volitionrx Ltd PRE 14A, filed Apr 4, 2025

Volitionrx Ltd (VNRX)

PRE 14A 2025-04-04 For: 2025-06-18

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☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

☒	No fee required.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

☐	Fee paid previously with preliminary materials.

GENERAL INFORMATION		1
ABOUT THE MEETING		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
VOTING INFORMATION		3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		6
DIRECTORS AND EXECUTIVE OFFICERS		8
CORPORATE GOVERNANCE OF THE COMPANY		12
Corporate Governance Practices and Policies		12
Director Independence		12
Board Composition and Attributes		12
Term of Office for Directors and Officers		13
Family Relationships		13
Certain Arrangements and Understandings		13
Involvement in Certain Legal Proceedings		13
Board and Committee Meetings; Annual Meeting Attendance		14
Committees of the Board of Directors		14
Nominating Procedures		16
Board Leadership Structure and Role in Risk Oversight		16
Communications with the Board of Directors		17
Stockholder Engagement		17
Code of Ethics		18
Employee, Director and Officer Hedging		19
Insider Trading Policies and Procedures		19
Clawback and Forfeiture Policy		19
Policies and Practices Related to the Grant of Certain Equity Awards		19
Transactions with Related Persons		19
Policy on the Review, Approval or Ratification of Transactions with Related Persons		20
REPORT OF THE AUDIT COMMITTEE		21
COMPENSATION OF NAMED EXECUTIVE OFFICERS		22
Summary Compensation Table		22
Employment and Consulting Agreements		24
Role of Executive Officers with Compensation Decisions		25
Compensation Consultant		25
Outstanding Equity Awards Tables		25
Long-Term Incentive Plans		28
Severance and Change-of-Control Benefits		28
Equity Compensation Plan Information		29
Pay Versus Performance		30
PROPOSAL 1 — ELECTION OF DIRECTORS		33
PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		41
PROPOSAL 3 — NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		43
PROPOSAL 4 — APPROVAL OF SECOND AMENDMENT TO RESTATED CERTIFICATE TO INCREASE AUTHORIZED SHARES		45
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON		46
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS		46
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING		46
WHERE YOU CAN GET ADDITIONAL INFORMATION		46
DELINQUENT SECTION 16(a) REPORTS		46
OTHER MATTERS		47
APPENDIX A FORM OF CERTIFICATE OF SECOND AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		A-1

	1.	“FOR” the election of each of the following eight director nominees: Dr. Phillip Barnes, Dr. Alan Colman, Mickie Henshall, Guy Innes, Kim Nguyen, Cameron Reynolds, Dr. Ethel Rubin and Timothy Still to serve until the next annual meeting of stockholders, and until each such director’s successor is duly elected and qualified, or until his or her earlier death, resignation or removal;

	2.	“FOR” the ratification of the selection of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025;

	3.	“FOR” the approval, by a non-binding advisory vote, of the compensation of our named executive officers, as disclosed in the Compensation of Named Executive Officers section of this Proxy Statement; and

	4.	“FOR” the approval of a second amendment to our Restated Certificate, to increase the number of authorized shares of our common stock, $0.001 par value per share, from 175,000,000 to 325,000,000.

	2.	Ratification of Selection of Independent Registered Public Accounting Firm (Proposal 2). The ratification of the selection of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025 requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted. Accordingly, an abstention will have the same effect as a vote “AGAINST” this Proposal. The ratification of the selection of Sadler, Gibb & Associates, LLC is a routine matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the ratification of the selection of Sadler, Gibb & Associates, LLC, your broker may use its discretion to vote your uninstructed shares on this Proposal. Accordingly, broker non-votes are not expected for this Proposal.

	3.	Non-Binding Advisory Vote, to Approve Named Executive Officer Compensation (Proposal 3). The approval, by a non-binding advisory vote, of the compensation of our named executive officers, as disclosed in the Compensation of Named Executive Officers section of this Proxy Statement, requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted. Accordingly, an abstention will have the same effect as a vote “AGAINST” this Proposal. The advisory vote on compensation is a non-routine matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the advisory vote on compensation, your broker is not permitted to vote your uninstructed shares on this Proposal and your votes will be counted as broker non-votes. Broker non-votes, if any, will have no effect on the outcome of this Proposal.

	4.	Approval of Second Amendment to Restated Certificate to Increase Authorized Shares (Proposal 4). The approval of the Second Amendment to the Restated Certificate requires that the votes cast for the Amendment exceed the votes cast against the Amendment. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted or counted as a vote cast and will have no effect on the outcome of this Proposal. The approval of the Second Amendment to the Restated Certificate is a routine matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the approval of the Second Amendment to the Restated Certificate, your broker may use its discretion to vote your uninstructed shares on this Proposal. Accordingly, broker non-votes are not expected for this Proposal.

	By order of the Board of Directors

	/s/ Cameron Reynolds
	Cameron Reynolds President, Chief Executive Officer and Director

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (#)		Percent of Class⁽¹⁾ (%)
Directors and Named Executive Officers:
Dr. Phillip Barnes⁽²⁾		55,832	*		%
Dr. Salvatore Thomas Butera⁽³⁾		333,103	*		%
Dr. Alan Colman⁽⁴⁾		337,748	*		%
Mickie Henshall⁽⁵⁾		23,206	*		%
Guy Innes⁽⁶⁾		3,266,914		3.2	%
Dr. Gaetan Michel⁽⁷⁾		184,693	*		%
Kim Nguyen⁽⁸⁾		83,888	*		%
Cameron Reynolds⁽⁹⁾		3,336,493		3.3	%
Dr. Ethel Rubin⁽¹⁰⁾		0	*		%
Timothy Still⁽¹¹⁾		87,382	*		%
All Directors and Executive Officers as a Group (18 Persons)⁽¹²⁾		10,531,669		10.1	%

More Than 5% Stockholders:
Armistice Capital Master Fund Ltd⁽¹³⁾		9,343,265		9.3	%
510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
Eight Corporation Limited⁽¹⁴⁾		12,005,332		11.9	%
c/o Crowe Morgan 8 St. George’s Street Douglas, Isle of Man IM1 1AH
Lagoda Investment Management, L.P.⁽¹⁵⁾		9,576,000		9.5	%
3 Columbus Circle New York, New York

*	Represents ownership of less than 1.0%

(1)	For purposes of this table, the percent of class is based upon 100,746,467 shares of our common stock issued and outstanding as of March 31, 2025. Shares of common stock subject to stock options or warrants currently exercisable, or exercisable within 60 days of March 31, 2025, and restricted stock units which may be settled within 60 days of March 31, 2025, are deemed beneficially owned and outstanding for computing the percentage ownership of the person or entity holding such securities, but are not considered outstanding for computing the percentage ownership of any other person or entity.

(2)	Dr. Barnes’ beneficial ownership includes direct ownership of (i) 24,186 shares of common stock, (ii) options to purchase 23,635 shares of common stock that are exercisable within 60 days of March 31, 2025 and (iii) restricted stock units for 8,011 shares of common stock that may be settled within 60 days of March 31, 2025.

(3)	Dr. Butera’s beneficial ownership includes direct ownership of (i) 249,447 shares of common stock, (ii) options to purchase 52,400 shares of common stock that are exercisable within 60 days of March 31, 2025 and (iii) restricted stock units for 31,256 shares of common stock that may be settled within 60 days of March 31, 2025.

(4)	Dr. Colman’s beneficial ownership includes direct ownership of (i) 177,779 shares of common stock, (ii) options to purchase 147,953 shares of common stock that are exercisable within 60 days of March 31, 2025 and (iii) restricted stock units for 12,016 shares of common stock that may be settled within 60 days of March 31, 2025.

(5)	Ms. Henshall’s beneficial ownership consists of direct ownership of 23,206 shares of common stock. Ms. Henshall does not hold any options, warrants or restricted stock units that may be exercised or settled within 60 days of March 31, 2025.

(6)	Mr. Innes’ beneficial ownership includes direct ownership of (i) 733,243 shares of common stock, (ii) options to purchase 143,635 shares of common stock that are exercisable within 60 days of March 31, 2025 and (iii) restricted stock units for 16,022 shares of common stock that may be settled within 60 days of March 31, 2025. Mr. Innes’ beneficial ownership also includes indirect ownership of (x) 618,014 shares of common stock held directly by Mr. Innes’ children, (y) 1,400,000 shares of common stock held directly by The Innes Family Bare Trust 2023, of which the Mr. Innes is the trustee, for the benefit of his children and (z) 356,000 shares of common stock held directly by The Dill Faulkes Educational Trust Limited, or DFET. Mr. Innes serves as a director and a trustee of DFET and shares voting and dispositive control over such shares.

(7)	Dr. Michel’s beneficial ownership includes direct ownership of (i) 95,644 shares of common stock, (ii) options to purchase 75,360 shares of common stock that are exercisable within 60 days of March 31, 2025 and (iii) restricted stock units for 13,689 shares of common stock that may be settled within 60 days of March 31, 2025.

(8)	Ms. Nguyen’s beneficial ownership includes direct ownership of (i) 36,686 shares of common stock, (ii) options to purchase 8,635 shares of common stock that are exercisable within 60 days of March 31, 2025 and (iii) restricted stock units for 8,011 shares of common stock that may be settled within 60 days of March 31, 2025. Ms. Nguyen’s beneficial ownership also includes indirect ownership of 30,556 shares of common stock held directly by Ms. Nguyen’s spouse.

(9)	Mr. Reynolds’ beneficial ownership includes direct ownership of (i) 1,623,031 shares of common stock, (ii) options to purchase 581,486 shares of common stock that are exercisable within 60 days of March 31, 2025 and (iii) restricted stock units for 90,182 shares of common stock that may be settled within 60 days of March 31, 2025. Mr. Reynolds’ beneficial ownership also includes indirect ownership of (x) 34,076 shares of common stock held directly by Mr. Reynolds’ spouse and (y) 1,007,718 shares of common stock held directly by Concord International, Inc., of which Mr. Reynolds is the majority stockholder. Mr. Reynolds shares voting and dispositive control over such shares.

(10)	Dr. Rubin does not beneficially own any shares of common stock or any options, warrants or restricted stock units that may be exercised or settled within 60 days of March 31, 2025.

(11)	Mr. Still’s beneficial ownership includes direct ownership of 87,382 shares of common stock. Mr. Still does not own any options, warrants or restricted stock units that may be exercised or settled within 60 days of March 31, 2025.

(12)	The number of directors and executive officers as a group includes 2 executive officers of the Company’s subsidiaries. The amount beneficially owned by the directors and executive officers as a group consists of an aggregate of (i) 7,376,985 shares of common stock, (ii) options to purchase 2,514,010 shares of common stock that are exercisable within 60 days of March 31, 2025, (iii) restricted stock units for 330,674 shares of common stock that may be settled within 60 days of March 31, 2025 and (iv) warrants to purchase 310,000 shares of common stock that are exercisable within 60 days of March 31, 2025.

(13)	Based on the information contained in Amendment No. 1 to the Schedule 13G filed with the SEC on February 14, 2025, Armistice Capital, LLC (“Armistice Capital”) is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the 9,343,265 shares of common stock, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over these shares of common stock held by the Master Fund and thus may be deemed to beneficially own these shares. Steven Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the shares of common stock held by the Master Fund. Armistice Capital’s beneficial ownership reflected in the table excludes warrants to purchase 29,011,819 shares of common stock that are exercisable within 60 days of March 31, 2025; provided, however, that Armistice Capital does not have the right to exercise any portion of such warrants to the extent that its beneficial ownership (together with its affiliates and any members of a group, if applicable) would exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock upon exercise of such warrants.

(14)	Based on the information contained in the Form 4 filed with the SEC on January 3, 2024, Eight Corporation Limited, or Eight, which is a director of Cotterford Company Limited, or Cotterford, and Hever Investments Limited, or Hever, beneficially owns 12,005,332 shares of common stock, including those held by Cotterford and Hever. Amy Slee is a director of Eight and Hever and holds dispositive and voting control over the shares of common stock beneficially owned by Cotterford and Hever.

(15)	Based on the information contained in Amendment No. 1 to the Schedule 13G filed with the SEC on February 14, 2025, Lagoda Investment Management, L.P. serves as the investment manager to certain managed accounts, and Fatima Dickey, as the sole member of Lagoda Investment Management, LLC, the General Partner of Lagoda Investment Management, L.P., possesses sole voting and dispositive power over such shares. Lagoda Investment Management, L.P.’s beneficial ownership reflected in the table also includes 2,000,000 shares of common stock purchased by certain of its managed accounts in the Company’s registered direct offering of securities that closed on March 26, 2025.

Name	Age	Position(s) with the Company	Officer/Director Since
Cameron Reynolds	54	President Chief Executive Officer Director	October 6, 2011 October 6, 2011 October 6, 2011
Terig Hughes	55	Chief Financial Officer Treasurer	February 1, 2021 February 1, 2021
Dr. Gaetan Michel	52	Chief Operating Officer Chief Executive Officer, Volition Global Chief Executive Officer, Volition America Chief Executive Officer, Belgian Volition	February 1, 2021 September 15, 2021 November 16, 2021 November 1, 2022
Dr. Jacob Micallef	68	Chief Scientific Officer	January 1, 2015
Dr. Andrew Retter	48	Chief Medical Officer	April 1, 2024
Gael Forterre	44	Chief Commercial Officer	February 1, 2021
Nicholas Plummer	54	Group General Counsel	November 1, 2021
Louise Batchelor	54	Group Chief Marketing & Communications Officer	September 12, 2022
Rodney Rootsaert	53	Corporate Secretary	October 6, 2011
Dr. Salvatore Thomas Butera	74	Chief Executive Officer, Volition Vet	May 1, 2021
Dr. Jasmine Kway	53	Chief Executive Officer, Singapore Volition	June 1, 2018
Timothy Still	59	Director Non-executive Chairman of the Board	November 6, 2024 November 6, 2024
Dr. Phillip Barnes⁽¹⁾⁽²⁾	63	Director	October 9, 2019
Dr. Alan Colman⁽¹⁾	76	Director	October 6, 2011
Mickie Henshall⁽²⁾⁽³⁾	53	Director	August 15, 2022
Guy Innes⁽¹⁾⁽³⁾	68	Director	October 6, 2011
Kim Nguyen⁽²⁾⁽³⁾	48	Director	March 25, 2021
Dr. Ethel Rubin⁽¹⁾⁽²⁾	56	Director	September 30, 2024

(1)	Member of the Audit Committee

(2)	Member of the Compensation Committee

(3)	Member of the Nominations and Governance Committee

Board Diversity Matrix

Ethnic Diversity	Well-Balanced Mix of Tenures	Independence

Gender Diversity	Director’s Age – Average			Active Board Refreshment

	40-54	55-70	71+	Over the last 5 years, 4 new directors have joined the board.
	3 directors	4 directors	1 director
	38%	50%	12%

	·	appointing, terminating, compensating and overseeing the work of any independent auditor engaged to prepare or issue an audit report or other audit, review or attest services;

	·	reviewing all audit and non-audit services to be performed by the independent auditor, taking into consideration whether the independent auditor’s provision of non-audit services to us is compatible with maintaining the independent auditor’s independence;

	·	reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes and internal controls and the audits of our financial statements;

	·	establishing and overseeing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by our employees regarding questionable accounting or auditing matters;

	·	investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisors as the Audit Committee deems necessary;

	·	determining compensation of the independent auditors and of advisors hired by the Audit Committee and ordinary administrative expenses;

	·	reviewing and discussing with management and the independent auditor the annual and quarterly financial statements prior to their release;

	·	monitoring and evaluating the independent auditor’s qualifications, performance and independence on an ongoing basis;

	·	reviewing reports to management prepared by the internal audit function, as well as management’s response;

	·	reviewing and assessing the adequacy of the Audit Committee’s formal written charter on an annual basis;

	·	review risks relating to financial statements, the auditing and financial reporting process, liquidity risks and market risks;

	·	oversee and review the adequacy of the Company’s cybersecurity, information and technology security, and data privacy programs, procedures, and policies;

	·	reviewing and approving transactions with related persons for potential conflict of interest situations on an ongoing basis; and

	·	overseeing such other matters that are specifically delegated to the Audit Committee by our board of directors from time to time.

	·	developing, reviewing, and approving our overall compensation programs for directors and officers, and regularly reporting to the full board of directors regarding the adoption of such programs;

	·	developing, reviewing and approving our cash and equity incentive plans, including approving individual grants or awards thereunder;

	·	reviewing and approving individual and company performance goals and objectives that may be relevant to the compensation of executive officers and other key employees;

	·	reviewing and discussing with management the tables and narrative discussion regarding executive officer and director compensation to be included in the annual proxy statement;

	·	reviewing and assessing periodically, the adequacy of the Compensation Committee’s formal written charter;

	·	preparing the annual Compensation Committee Report;

	·	approving the adoption of, and revisions to, or the termination of our Clawback and Forfeiture Policy; and

	·	overseeing such other matters that are specifically delegated to the Compensation Committee by our board of directors from time to time.

	·	identifying and screening candidates for our board of directors, and recommending nominees for election as directors;

	·	developing policies and procedures for identifying, evaluating, and recommending director candidates, including consideration of nominees recommended by stockholders;

	·	developing and recommending to the Board criteria for Board membership, which shall include specific minimum qualifications;

	·	assessing, on an annual basis, the performance of the board of directors and any committee thereof;

	·	reviewing the structure of the board of directors’ committees and recommending to the board of directors, for its approval, directors to serve as members of each committee, including each committee’s respective chair, if applicable;

	·	establishing and periodically review the Company’s succession plans for the Board and senior management positions;

	·	reviewing and assessing, on an annual basis, the adequacy of the Nominations and Governance Committee’s formal written charter;

	·	evaluating whether any position held or proposed to be held by any new or existing director would represent a conflict of interest with such director’s membership on the Board or any committee;

	·	assisting the Board in providing oversight and guidance with regard to sustainability and ESG matters, including by reviewing and evaluating the Company’s programs, practices, and reporting related to ESG issues and impacts to support the sustainable growth of the Company’s business; and

	·	generally advising our board of directors on corporate governance and related matters including, without limitation, with respect to the Company’s Restated Certificate, Amended and Restated Bylaws, or the Restated Bylaws, and charters of other committees.

	·	engaging internal control consultants to assist us in performing a financial reporting risk assessment as well as identifying and designing our system of internal controls necessary to mitigate the risks identified;

	·	preparation of written documentation of our internal control policies and procedures;

	·	replacing our outside service providers to centralize the accounting function in-house; and

	·	we have engaged external consultants to provide support and to assist us in our evaluation of more complex applications of the generally accepted accounting principles in the United States.

	·	we have been or are to be a participant;
	·	the amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and
	·	any of our directors, executive officers, or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

	Guy Innes, Chair
	Dr. Phillip Barnes
	Dr. Alan Colman
	Dr. Ethel Rubin

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		Option Awards ($)⁽²⁾		All Other Compensation ($)		Total ($)
Cameron Reynolds⁽³⁾	2024		351,901		33,571		198,793		-		30,549		614,814
President and Chief Executive Officer	2023		391,011		39,495		174,202		26,297		141,928		772,933
Dr. Gaetan Michel⁽⁴⁾	2024		293,616		30,399		86,690		-		110,336		521,041
Chief Operating Officer	2023		394,689		58,940		125,406		24,253		64,520		667,808
Dr. Salvatore Thomas Butera⁽⁵⁾	2024		289,034		23,969		99,793		-		15,623		428,419
Chief Executive Officer, Volition Vet	2023		332,753		128,600		127,474		15,062		15,900		619,789

(1)	Amounts listed include the value of (i) granted performance-based restricted stock units not yet deemed earned; and (ii) restricted stock units granted in lieu of cash compensation that would otherwise have been owed that are not yet deemed earned.

(2)	All option and warrant award amounts have been calculated based upon the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in valuing the option and warrant awards can be found in Note 8 of the notes to the consolidated financial statements for years ended December 31, 2024 and 2023 contained in the 2024 Annual Report. The amounts disclosed do not necessarily reflect the dollar amounts of compensation actually realized, or that may be realized, by our named executive officers with respect to the options and warrants.

(3)	Mr. Reynolds’ salary for the year ended December 31, 2024, was determined pursuant to the Reynolds Employment Agreement (for the period and as described in the section entitled Employment and Consulting Agreements). Between June 1, 2024 and November 30 2024, Mr. Reynolds elected to reduce his cash compensation by $122,040 in exchange for the grant of restricted stock units on June 1, 2024 and September 1, 2024, as described below. The amount disclosed under the column “Bonus” reflects 85% of one month’s salary paid to Mr. Reynolds as a bonus for the year ended December 31, 2024, and one month’s salary paid to Mr. Reynolds as a bonus for the year ended December 31, 2023, each being payable upon the achievement of certain specified corporate goals. On September 28, 2023, Mr. Reynolds was granted a restricted stock unit award for 118,000 shares of common stock of VolitionRx under the 2015 Stock Incentive Plan, as amended, or the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Mr. Reynolds’ continued service, in three equal, annual installments from the date of grant. On January 24, 2024 and August 15, 2024, certain of the performance goals were deemed to have been timely met resulting in vesting of rights with respect to 79,650 restricted stock units and the cancellation, on August 15, 2024, of 38,350 restricted stock units which remained unvested upon the remaining corporate performance goals not being achieved. On October 19, 2023, Mr. Reynolds was granted a restricted stock unit award for 200,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all. On June 1, 2024 and September 1, 2024, Mr. Reynolds was also granted restricted stock unit awards for 90,182 shares of common stock and 103,243 shares of common stock of VolitionRx under the 2015 Plan, respectively, each granted in lieu of cash compensation that would otherwise have been owed to Mr. Reynolds, with each fully vesting, subject to Mr. Reynolds’ continued service, on May 1, 2025 and June 1, 2025, respectively. The amounts disclosed under All Other Compensation consist of (i) reimbursement of $15,323 by Singapore Volition for the premiums of a health insurance policy for Mr. Reynolds and his dependents, plus $15,225 paid by Singapore Volition towards Mr. Reynolds’ personal pension scheme during the year ended December 31, 2024, and (ii) $115,219 paid (in Singapore Dollars at an average exchange rate of $0.74 USD to $1 SGD for the year ended December 31, 2023) to PB Commodities Pte. Ltd., or PB Commodities, for the provision of the services of Mr. Reynolds as Group Chief Executive Officer, pursuant to the Reynolds Consulting Agreement (for the period and as described in the section entitled Employment and Consulting Agreements) which included a bonus, paid to PB Commodities upon the achievement of certain specified corporate goals, equal to one month’s fees payable under the Reynolds Consulting Agreement, plus reimbursement of $13,794 by Singapore Volition for the premiums of a health insurance policy for Mr. Reynolds and his dependents, plus $12,915 paid by Singapore Volition towards Mr. Reynolds’ personal pension scheme during the year ended December 31, 2023. Mr. Reynolds does not receive compensation for his services as a director.

(4)	Dr. Michel’s salary for the year ended December 31, 2024 and 2023, was determined pursuant to the Michel Employment Agreements (each as described in the section entitled Employment and Consulting Agreements). Between May 1, 2024 and October 31, 2024, Dr. Michel elected to reduce his cash compensation by $18,524 in exchange for the grant of restricted stock units on June 1, 2024 and September 1, 2024, as described below. The amount disclosed under Bonus reflects 85% of one month’s salary paid to Dr. Michel as a bonus for the year ended December 31, 2024, and two months’ salary paid to Dr. Michel as a bonus for the year ended December 31, 2023, each being payable upon the achievement of certain specified corporate goals. On September 28, 2023, Dr. Michel was granted a restricted stock unit award for 101,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr. Michel’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On January 24, 2024 and August 15, 2024 certain of the performance goals were deemed to have been timely met resulting in vesting of rights with respect to 68,175 restricted stock units and the cancellation, on August 15, 2024, of 32,825 restricted stock units which remained unvested upon the remaining corporate performance goals not being achieved. On October 19, 2023, Dr. Michel was granted a restricted stock unit award for 100,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all. On June 1, 2024 and September 1, 2024, Dr. Michel was also granted restricted stock unit awards for 13,689 shares of common stock and 15,671 shares of common stock of VolitionRx under the 2015 Plan, respectively, each granted in lieu of cash compensation that would otherwise have been owed to Dr. Michel, with each fully vesting, subject to Dr. Michel’s continued service, on May 1, 2025 and June 1, 2025, respectively. The amounts disclosed under All Other Compensation consist of (i) $82,762 paid by Volition America (in Euros at an average exchange rate of $1.08 USD to €1) to 3F Management SRL, or 3F Management, for the provision of the services of Dr. Michel as Chief Executive Officer of Volition Global Services, which services were expanded effective September 1, 2024, to include Dr. Michel providing certain additional consultancy services pursuant to the Amended Michel Consulting Agreement (as described in the section entitled Employment and Consulting Agreements) and which included a bonus, paid to 3F Management upon the achievement of certain specified corporate goals, equal to 85% of one month’s fees payable under the Michel Consulting Agreement, plus $15,126 paid by Volition America for the premiums of a health insurance policy for Dr. Michel and his dependents, plus $12,448 in contributions made by Volition America to Dr. Michel’s 401(k) pension plan during the year ended December 31, 2024, and (ii) $35,436 paid by Volition America (in Euros at an average exchange rate of $1.08 USD to €1) to 3F Management for the provision of the services of Dr. Michel as Chief Executive Officer of Volition Global Services which included a bonus, paid to 3F Management upon the achievement of certain specified corporate goals, equal to two months’ fees payable under the Michel Consulting Agreement, plus $19,184 paid by Volition America for the premiums of a health insurance policy for Dr. Michel and his dependents, plus $9,900 in contributions made by Volition America to Dr. Michel’s 401(k) pension plan during the year ended December 31, 2023.

(5)	Dr. Butera’s salary for the years ended December 31, 2024 and 2023, was determined pursuant to the Butera Employment Agreement (as described in the section entitled Employment and Consulting Agreements). Between May 1, 2024 and December 31, 2024, Dr. Butera elected to reduce his cash compensation by $49,350 in exchange for the grant of restricted stock units on June 1, 2024, September 1, 2024 and December 1, 2024, as described below. The amount disclosed under Bonus reflects (i) reflects 85% of one month’s salary paid to Dr. Butera as a bonus for the year ended December 31, 2024, and (ii) an annual cash bonus of up to 40% of his base salary paid to Dr. Butera for the year ended December 31, 2023. On September 28, 2023, Dr. Butera was granted a restricted stock unit award for 85,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr. Butera’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On January 24, 2024 and August 15, 2024 certain of the performance goals were deemed to have been timely met resulting in vesting of rights with respect to 57,375 restricted stock units and the cancellation, on August 15, 2024, of 27,625 restricted stock units which remained unvested upon the remaining corporate performance goals not being achieved. On June 1, 2024, September 1, 2024, and December 1, 2024, Dr. Butera was also granted restricted stock unit awards for 31,256 shares of common stock, 35,783 shares of common stock and 16,871 shares of common stock of VolitionRx under the 2015 Plan, respectively, each granted in lieu of cash compensation that would otherwise have been owed to Dr. Butera, and each fully vesting subject to Dr. Butera’s continued service on May 1, 2025, June 1, 2025 and July 1, 2025, respectively. The December 1, 2024 restricted stock unit award for 16,871 shares of common stock was granted to Mr. Butera in exchange for his election to reduce his cash compensation from November 1, 2024 through January 31, 2025. The amounts disclosed under All Other Compensation consist of (i) $6,234 paid by Volition Vet for the premiums of a health insurance policy for Dr. Butera and his dependents, plus $9,390 in contributions made by Volition Vet to Dr. Butera’s 401(k) pension plan during the year ended December 31, 2024, and (ii) $6,000 paid by Volition Vet for the premiums of a health insurance policy for Dr. Butera and his dependents, plus $9,900 in contributions made by Volition Vet to Dr. Butera’s 401(k) pension plan during the year ended December 31, 2023.

	Equity Incentive Plan Awards: Restricted Stock Units
Name	Grant Date	Number of unearned shares units or other rights unvested		Market value of unearned shares, units or other rights unvested⁽¹⁾
Cameron Reynolds	October 4, 2022⁽²⁾		29,666		$17,800
	October 4, 2022⁽³⁾		200,000		$120,000
	September 28, 2023⁽⁴⁾		53,100		$31,860
	October 19, 2023⁽⁵⁾		200,000		$120,000
	June 1, 2024⁽⁶⁾		90,182		$54,109
	September 1, 2024⁽⁷⁾		103,243		$61,946
Dr. Gaetan Michel	October 4, 2022⁽⁸⁾		24,666		$14,800
	October 4, 2022⁽⁹⁾		100,000		$60,000
	September 28, 2023⁽¹⁰⁾		45,450		$27,270
	October 19, 2023⁽¹¹⁾		100,000		$60,000
	June 1, 2024⁽¹²⁾		13,689		$8,213
	September 1, 2024⁽¹³⁾		15,671		$9,403
Dr. Salvatore Thomas Butera	October 4, 2022⁽¹⁴⁾		21,333		$12,800
	September 28, 2023⁽¹⁵⁾		38,250		$22,950
	June 1, 2024⁽¹⁶⁾		31,256		$18,754
	September 1, 2024⁽¹⁷⁾		35,783		$21,470
	December 1, 2024⁽¹⁸⁾		16,871		$10,123

(1)	The market value of unvested restricted stock unit awards as of December 31, 2024, is calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on December 31, 2024, the last trading day of the year, which was $0.60 per share.

(2)	These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2022, and June 30, 2023, and also subject to time-based vesting. The performance goals were deemed met on October 13, 2022, January 12, 2023 and July 5, 2023, resulting in an aggregate of 100% of the rights to the referenced restricted stock units vesting. Upon meeting the performance goals, 29,667 of the restricted stock units vested on each of October 4, 2023 and 2024. The balance of 29,666 restricted stock units shall vest on October 4, 2025. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(3)	These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of ten consecutive trading days prior to October 4, 2025. Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(4)	These restricted stock units were awarded on September 28, 2023, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2023 and June 30, 2024, and also subject to time-based vesting. On January 24, 2024 and August 15, 2024 certain of the performance goals were deemed to have been timely met resulting in the partial vesting of rights with respect to 79,650 restricted stock units and the cancellation, on August 15, 2024, of 38,350 restricted stock units which remained unvested upon the remaining corporate performance goals not being achieved. Upon meeting the performance goals, 26,550 of the restricted stock units fully vested on September 28, 2024. The balance of 53,100 restricted stock units shall fully vest in two equal installments of 26,550 units on each of September 28, 2025 and 2026. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(5)	These restricted stock units were awarded on October 19, 2023, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026. Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(6)	These restricted stock units were awarded on June 1, 2024, in lieu of cash compensation that would otherwise have been owed to Mr. Reynolds. The restricted stock units partially vest in three installments of approximately one-third on each of June 1, 2024, July 1, 2024 and August 1, 2024, and are also subject to further time-based vesting in a single installment on May 1, 2025.

(7)	These restricted stock units were awarded on September 1, 2024, in lieu of cash compensation that would otherwise have been owed to Mr. Reynolds. The restricted stock units partially vest in three installments of approximately one-third on each of September 1, 2024, October 1, 2024 and November 1, 2024, and are also subject to further time-based vesting in a single installment on June 1, 2025.

(8)	These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2022, and June 30, 2023, and also subject to time-based vesting. The performance goals were deemed met on October 13, 2022, January 12, 2023 and July 5, 2023, resulting in an aggregate of 100% of the rights to the referenced restricted stock units vesting. Upon meeting the performance goals, 24,667 of the restricted stock units vested on each of October 4, 2023 and 2024. The balance of 24,666 restricted stock units shall vest on October 4, 2025. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(9)	These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of ten consecutive trading days prior to October 4, 2025. Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(10)	These restricted stock units were awarded on September 28, 2023, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2023 and June 30, 2024, and also subject to time-based vesting. On January 24, 2024 and August 15, 2024 certain of the performance goals were deemed to have been timely met resulting in the partial vesting of rights with respect to 68,175 restricted stock units and the cancellation, on August 15, 2024, of 32,825 restricted stock units which remained unvested upon the remaining corporate performance goals not being achieved. Upon meeting the performance goals, 22,725 of the restricted stock units fully vested on September 28, 2024. The balance of 45,450 restricted stock units shall fully vest in two equal installments of 22,725 units on each of September 28, 2025 and 2026. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(11)	These restricted stock units were awarded on October 19, 2023, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026. Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(12)	These restricted stock units were awarded on June 1, 2024, in lieu of cash compensation that would otherwise have been owed to Dr. Michel. The restricted stock units partially vest in three equal installments of 4,563 units on each of June 1, 2024, July 1, 2024 and August 1, 2024, and are also subject to further time-based vesting in a single installment on May 1, 2025.

Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date
Cameron Reynolds	July 23, 2015⁽¹⁾	55,000	$4.00	July 23, 2025
	April 15, 2016⁽²⁾	125,000	$4.00	April 15, 2026
	March 30, 2017⁽³⁾	100,000	$5.00	March 30, 2027
	January 23, 2018⁽⁴⁾	75,000	$4.00	January 23, 2028
	February 11, 2019⁽⁵⁾	50,000	$3.25	February 11, 2025
	April 13, 2020⁽⁶⁾	85,000	$3.60	April 13, 2030
	August 3, 2021⁽⁷⁾	91,486	$3.40	August 3, 2031
Dr. Gaetan Michel	July 23, 2015⁽⁸⁾	2,000	$4.00	July 23, 2025
	October 4, 2021⁽⁹⁾	73,360	$3.40	October 4, 2031
Dr. Salvatore Thomas Butera	August 3, 2021⁽¹⁰⁾	52,400	$3.40	August 3, 2031

(1)	On July 23, 2015, Mr. Reynolds was granted an option to purchase 55,000 shares of common stock of VolitionRx under the 2011 Equity Incentive Plan, or the 2011 Plan, vesting in full on the six-month anniversary of the date of grant. In December 2018, the board of directors amended the terms of the option to extend the expiration date of the vested installment from four years from the vesting date to five years and six months from the vesting date, or July 23, 2021. In July 2021, the board of directors further amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or July 23, 2025).

(2)	On April 15, 2016, Mr. Reynolds was granted an option to purchase 125,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or April 15, 2026).

(3)	On March 30, 2017, Mr. Reynolds was granted an option to purchase 100,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or March 30, 2027).

(4)	On January 23, 2018, Mr. Reynolds was granted an option to purchase 75,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or January 23, 2028).

(5)	On February 11, 2019, Mr. Reynolds was granted an option to purchase 50,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In January 2025, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or February 11, 2029).

(6)	On April 13, 2020, Mr. Reynolds was granted an option to purchase 85,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In December 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or April 13, 2030).

(7)	On August 3, 2021, Mr. Reynolds was granted an option to purchase 91,486 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant. The performance goals were deemed met on April 7, 2022, and June 23, 2022, resulting in the rights to the referenced options vesting. Upon meeting the performance goals, 50% of the options vested on each of August 3, 2022, and August 3, 2023.

(8)	On July 23, 2015, Dr. Michel was granted an option to purchase 2,000 shares of common stock of VolitionRx under the 2011 Plan, vesting in full on the six-month anniversary of the date of grant. In December 2018, the board of directors amended the terms of the option to extend the expiration date of the vested installment from four years from the vesting date to five years and six months from the vesting date, or July 23, 2021. In July 2021, the board of directors further amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or July 23, 2025).

(9)	On October 4, 2021, Dr. Michel was granted an option to purchase 73,360 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant. The performance goals were deemed met on April 7, 2022, and June 23, 2022, resulting in the rights to the referenced options vesting. Upon meeting the performance goals, 50% of the options vested on each of October 4, 2022, and October 4, 2023.

(10)	On August 3, 2021, Dr. Butera was granted an option to purchase 52,400 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant. The performance goals were deemed met on April 7, 2022, and June 23, 2022, resulting in the rights to the referenced options vesting. Upon meeting the performance goals, 50% of the options vested on each of August 3, 2022, and August 3, 2023.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted- average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders:
- 2011 Equity Incentive Plan		292,000		$4.00			—
- 2015 Stock Incentive Plan		7,738,064		$3.87	⁽¹⁾		182,252
- 2024 Stock Incentive Plan		1,000,000		—	⁽²⁾		6,500,000
Equity compensation plans not approved by security holders⁽³⁾		1,244,318		$2.328			—
Total		10,274,382					6,682,252

(1)	The weighted-average exercise price does not take into account 3,392,316 shares of common stock issuable upon vesting of outstanding restricted stock units, which have no exercise price.

(2)	Consists of restricted stock unit awards for shares of common stock, which have no exercise price.

(3)	Consists of warrants to purchase (i) 414,000 shares of the Company’s common stock issued as a material inducement to certain employees for entering into employment with the Company and/or its subsidiaries, (ii) 448,500 shares of the Company’s common stock issued as compensation to the representative of the underwriters pursuant to an underwritten public offering, and (iii) 381,818 shares of the Company’s common stock issued as compensation to the representatives of the placement agent pursuant to a registered direct offering. The aggregate number of warrants issued to employees is comprised of (a) 125,000 warrants to purchase shares of common stock that vested as of January 1, 2022 and expire on January 1, 2027, with an exercise price of $3.95 per share, (b) 185,000 warrants to purchase shares of common stock that vested as of February 1, 2022 and expire on February 1, 2027, with an exercise price of $4.90 per share, (c) 50,000 warrants to purchase shares that vested as of September 1, 2021 and expire on March 1, 2026, with an exercise price of $3.45 per share, (d) 27,000 warrants to purchase shares of common stock that vested as of April 4, 2023 and expire on April 4, 2028, with an exercise price of $3.05 per share, and (e) 27,000 warrants to purchase shares of common stock that vest on April 4, 2024 and expire on April 4, 2029, with an exercise price of $3.05 per share.
	The aggregate number of warrants issued to underwriters pursuant to the underwritten public offering is comprised of (a) 390,000 warrants to purchase shares of common stock that vested as of December 4, 2023 and expire on June 5, 2028, with an exercise price of $2.00 per share, and (b) 58,500 warrants to purchase shares of common stock that vested as of December 20, 2023 and expire on June 23, 2028, with an exercise price of $2.00 per share.

	The aggregate number of warrants issued as compensation to the representatives of the placement agent pursuant to a registered direct offering is comprised of 381,818 warrants to purchase shares of common stock that vested as of February 12, 2025, and expire on August 8, 2029, with an exercise price of $0.6875 per share.

Year	Summary Compensation Table Total for PEO⁽¹⁾		Compensation Actually Paid to PEO⁽¹⁾⁽²⁾		Average Summary Compensation Table Total for Non-PEO NEOs⁽³⁾		Average Compensation Actually Paid to Non-PEO NEOs⁽²⁾⁽³⁾		Value of Initial Fixed $100 Investment Based on Total Stockholder Return⁽⁴⁾		Net Income (Loss)⁽⁵⁾
2024		$614,814		$472,729		$474,730		$433,618		$19.11		$(27,257,985	)
2023		$772,933		$607,275		$643,798		$392,529		$18.43		$(35,677,074	)
2022		$760,611		$760,273		$569,418		$355,603		$62.47		$(30,598,469	)

(1)	Cameron Reynolds, our Chief Executive Officer, was our PEO for each year reported.

(2)	The dollar amounts reflected in this column represent the compensation actually paid to the PEO and the non-PEO NEOs, computed in accordance with Item 402(v) of Regulation S-K. The following table reflects the adjustments made to determine the compensation actually paid (for the Non-PEO NEOs, all amounts are averages):

Year	Executives	Summary Compensation Table Total		Deduct Stock Awards Granted in Covered Year			Deduct Option Awards Granted in Covered Year			Add Year- End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Year		Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			Change in Vesting Date Fair Value of Equity Awards Granted in Prior Years Which Vested in Covered Year			Compensation Actually Paid
2024	PEO		$614,814		$(198,793	)		—			$116,055		$(51,415	)		$(7,932	)		$472,729
	Non-PEO NEOs		$474,730		$(93,241	)		—			$122,812		$(63,735	)		$(6,948	)		$433,618
2023	PEO		$772,933		$(174,202	)		$(26,297	)		$219,606		$(78,358	)		$(106,407	)		$607,275
	Non-PEO NEOs		$643,798		$(126,439	)		$(19,658	)		$134,475		$(118,197	)		$(121,450	)		$392,529
2022	PEO		$760,611		$(124,782	)		$(97,165	)		$354,272		$(50,101	)		$(82,562	)		$760,273
	Non-PEO NEOs		$569,418		$(107,241	)		$(70,281	)		$225,735		$(124,866	)		$(137,162	)		$355,603

(3)	The Non-PEO NEOs for each year reported were as follows: · 2024: Salvatore Thomas Butera and Dr. Gaetan Michel · 2023: Salvatore Thomas Butera and Dr. Gaetan Michel · 2022: Terig Hughes and Dr. Gaetan Michel
(4)	The total stockholder return, or TSR, is determined based on the value of an initial fixed investment of $100 on December 31, 2020.

(5)	The Net Income (Loss) as reported for 2024 and 2023 in our 2024 Annual Report and as reported for 2022 in our Annual Report on Form 10-K for the year ended December 31, 2022, or our 2022 Annual Report.

Name of Nominee	Age	Director Since
Dr. Phillip Barnes	63	October 9, 2019
Dr. Alan Colman	76	October 6, 2011
Mickie Henshall	53	August 15, 2022
Guy Innes	68	October 6, 2011
Kim Nguyen	48	March 25, 2021
Cameron Reynolds	54	October 6, 2011
Dr. Ethel Rubin	56	September 30, 2024
Timothy Still	59	November 6, 2024