Volitionrx Ltd S-3/A, filed Apr 11, 2025
Volitionrx Ltd (VNRX)
As Filed with the Securities and Exchange Commission on April 11, 2025
Registration No. 333-283088
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| VOLITIONRX LIMITED |
| (Exact Name of Registrant as Specified in its Charter) |
| Delaware |
| 91-1949078 |
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
1489 West Warm Springs Road, Suite 110
Henderson, Nevada 89014
+1 (646) 650-1351
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Agents and Corporations, Inc.
1201 Orange Street, Suite 600
Wilmington, Delaware 19801
+1 (800) 759-2248
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Marc G. Alcser, Esq.
Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
+1 (949) 725-4000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b–2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this “Pre-Effective Amendment”) is being filed to amend the Registration Statement on Form S-3 (File No. 333-283088) originally filed by the registrant on November 8, 2024 (the “Registration Statement”) solely for the purpose of (i) updating the Filing Fee Table to reflect the revised amount of remaining unsold securities to be included on the Registration Statement pursuant to Rule 415(a)(6) that were registered on a previously filed registration statement and the resulting fee offsets, and (ii) to file an updated consent of Sadler, Gibb and Associates, LLC, the registrant’s independent registered public accounting firm. Accordingly, this Pre-Effective Amendment consists only of the facing page, this Explanatory Note, the amended Exhibit Index, and the signature pages. The remainder of the Registration Statement remains unchanged.
| II-2 |
Item 16. Exhibits
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| Incorporated by Reference |
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| Exhibit Number |
| Exhibit Description |
| Form |
| File No. |
| Exhibit |
| Filing Date |
| Filed Herewith |
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| 1.1* |
| Form of Underwriting Agreement. |
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| Second Amended and Restated Certificate of Incorporation, as amended and currently in effect. |
| S-8 |
| 333-280974 |
| 4.2 |
| 7/24/24 |
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| Amended and Restated Bylaws, as amended and currently in effect. |
| 10-Q |
| 001-36833 |
| 3.2 |
| 5/13/24 |
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| 10-SB |
| 000-30402 |
| 3(A) |
| 12/6/99 |
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| 4.2* |
| Form of Common Stock Warrant Agreement and Warrant Certificate. |
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| 4.3* |
| Form of Unit Agreement. |
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| Consent of Stradling Yocca Carlson & Rauth LLP (included in Exhibit 5.1). |
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| * | To be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference, if applicable. |
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| ** | Previously Filed. |
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dubai, United Arab Emirates, on April 11, 2025.
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| VOLITIONRX LIMITED | |
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| By: | /s/ Cameron Reynolds |
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| Cameron Reynolds |
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| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
| Title |
| Date |
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| /s/ Cameron Reynolds |
| President, Chief Executive Officer and Director |
| April 11, 2025 |
| Cameron Reynolds |
| (Principal Executive Officer) |
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| /s/ Terig Hughes |
| Chief Financial Officer and Treasurer |
| April 11, 2025 |
| Terig Hughes |
| (Principal Financial and Accounting Officer) |
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| /s/ Rodney Gerard Rootsaert |
| Secretary |
| April 11, 2025 |
| Rodney Gerard Rootsaert |
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| * |
| Director |
| April 11, 2025 |
| Guy Innes |
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| * |
| Director |
| April 11, 2025 |
| Dr. Alan Colman |
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| * |
| Director |
| April 11, 2025 |
| Dr. Phillip Barnes |
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| * |
| Director |
| April 11, 2025 |
| Kim Nguyen |
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| * |
| Director |
| April 11, 2025 |
| Mickie Henshall |
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| * |
| Director |
| April 11, 2025 |
| Dr. Ethel Rubin |
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| * |
| Director |
| April 11, 2025 |
| Timothy Still |
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| * By: /s/ Cameron Reynolds |
| Attorney-in-fact |
| April 11, 2025 |
| Cameron Reynolds |
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| II-4 |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As independent registered public accountants, we hereby consent to the incorporation by reference of our report dated March 31, 2025, with respect to the financial statements of VolitionRx Limited for the years ended December 31, 2024 and 2023, in its Registration Statement on Form S-3, as amended (File No. 333-283088).
We also consent to the reference of our firm under the caption “Experts” in the registration statement.
/s/ Sadler, Gibb and Associates, LLC
Draper, UT
April 11, 2025