Volitionrx Ltd S-3/A, filed Sep 8, 2026
Volitionrx Ltd (VNRX)
As filed with the Securities and Exchange Commission on September 8, 2026
Registration No. 333-298627
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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| 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 (512) 774-8930
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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| Agents and Corporations, Inc. |
| 1201 Orange Street, Suite 600 |
| Wilmington, DE 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
(949) 725-4000
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EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 (File No. 333-298627) (the “Registration Statement”) filed by VolitionRx Limited (the “Company,” “we,” “us,” or “our”) with the Securities and Exchange Commission on August 28, 2026, is being filed solely to update the table included in the “Selling Stockholder” section included in the base prospectus forming a part of the Registration Statement. No other changes to the Registration Statement or the base prospectus are being made by this Amendment.
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SELLING STOCKHOLDER
The following table sets forth information regarding the selling stockholder and the shares of Common Stock offered by the selling stockholder. This table replaces the selling stockholder table in the base prospectus forming a part of the Registration Statement.
The information in the table is based on 18,727,948 shares outstanding as of August 27, 2026, and was prepared based on information supplied to us by the selling stockholder and upon information in our possession. Information concerning the selling stockholder may change from time to time and changed information will be presented in a supplement to this prospectus if and when required.
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| Shares Beneficially Owned Prior to this Offering |
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| Number of Shares Being |
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| Shares Beneficially Owned Upon Completion of the Offering(1) |
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| Name of Selling Stockholder |
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| Percent |
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| Offered |
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| Percent |
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| Lind Global Asset Management XII LLC(2) |
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| 12,434,859 |
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| 4.99 | % |
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| 10,006,360 | (2) |
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| 2,428,499 |
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| 4.99 | % |
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| 10,006,360 |
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| (1) | Assumes all the shares of Common Stock offered hereby are sold by the selling stockholder, such sales are to persons who are not affiliates of the selling stockholder, and the selling stockholder does not acquire beneficial ownership of any other shares of our Common Stock prior to completion of the offering. |
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| (2) | Beneficial ownership reflected in the table consists of the following shares of Common Stock acquirable upon conversion, repayment, or exercise of the Notes and Warrants held by the selling stockholder: (i) 5,251,150 shares of Common Stock which are issuable upon conversion or repayment of the 2025 Lind Note and calculated assuming conversion on August 27, 2026 based upon 90% of the average of the three lowest VWAPs during the 20 trading days prior to such date, (ii) 651,042 shares of Common Stock, which are issuable upon exercise of the 2025 Lind Warrant, at an exercise price of $2.015 per share as adjusted pursuant to the down-round provisions described below, (iii) 6,182,649 shares of Common Stock, which are issuable upon conversion or repayment of the 2026 Lind Note and calculated assuming conversion on August 27, 2026 based upon 90% of the average of the three lowest VWAPs during the 20 trading days prior to such date, and (iv) 350,018 shares of Common Stock, which are issuable upon exercise of the 2026 Lind Warrant, at an exercise price of $2.015 per share as adjusted pursuant to the down-round provisions described below. The selling stockholder does not currently hold any shares of Common Stock. Shares of Common Stock previously received by the selling stockholder in connection with installment and conversion payments under the Notes have been disposed of by the selling stockholder and are not reflected in this table. The exercise price of the 2025 Lind Warrant and the 2026 Lind Warrant, and the Conversion Price of the 2026 Lind Note, were reduced pursuant to down-round anti-dilution provisions as a result of the Company’s June 2026 public offering at $1.55 per share, and the outstanding principal amount of each of the 2025 Lind Note and the 2026 Lind Note was increased by an aggregate of $623,333 as a result of a market capitalization default that occurred on May 8, 2026. The Notes and Warrants contain provisions preventing the conversion or exercise thereof to the extent such conversion or exercise would cause the holder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of the Company’s then outstanding shares of Common Stock (or 9.99% of the Company’s then outstanding shares of Common Stock to the extent that the holder, together with its affiliates, beneficially owns in excess of 4.99% of shares of the Company’s then outstanding shares of Common Stock at the time of such exercise or conversion) (the “Contractual Limitation”). In addition, the Notes and Warrants contain provisions preventing the number of shares of Common Stock issuable upon conversion or exercise thereof, if such conversion or exercise would result in the holder obtaining greater than 19.99% of the Company’s voting securities (the “19.99% Limitation”). At a special meeting held on March 31, 2026, we received stockholder approval for conversion and/or exercise of the Notes and Warrants in excess of 19.99% of our voting securities terminating and the 19.99% Limitation. Notwithstanding the termination of the 19.99% Limitation, the Contractual Limitation remains in place. The number of shares of Common Stock set forth in (i) the second and fifth column in the table above do not give effect to the Contractual Limitation, and (ii) the third and sixth column in the table above gives effect to the Contractual Limitation. A separate registration statement on Form S-3 filed with the SEC (File No. 333-288508) registers for resale an aggregate of 1,171,875 shares of Common Stock underlying the 2025 Lind Note and the 2025 Lind Warrant; another registration statement on Form S-3 filed with the SEC (File No. 333-293314) registers for resale an aggregate of 850,018 shares of Common Stock underlying the 2026 Note and the 2026 Lind Warrant; and an additional registration statement on Form S-3 filed with the SEC (File No. 333-297402) registers for resale an aggregate of 3,306,607 shares of Common Stock underlying the Notes. The Notes and the Warrants are directly owned by Lind. Jeff Easton is the Managing Member of The Lind Partners, LLC, which is the Investment Manager of Lind, and in such capacity has the right to vote and dispose of the securities held by Lind. Mr. Easton disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The address for Lind is 444 Madison Avenue, 41st Floor, New York, NY 10022. |
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ITEM 16. EXHIBITS.
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| Incorporated by Reference |
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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 Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dubai, United Arab Emirates, on September 8, 2026.
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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 |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Title |
| Date |
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| /s/ Cameron Reynolds |
| President, Chief Executive Officer and Director |
| September 8, 2026 |
| Cameron Reynolds |
| (Principal Executive Officer) |
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| Chief Financial Officer and Treasurer |
| September 8, 2026 |
| Terig Hughes |
| (Principal Financial and Accounting Officer) |
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| Secretary |
| September 8, 2026 |
| Rodney Gerard Rootsaert |
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| Director |
| September 8, 2026 |
| Guy Innes |
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| * |
| Director |
| September 8, 2026 |
| Dr. Alan Colman |
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| Director |
| September 8, 2026 |
| Dr. Phillip Barnes |
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| Director |
| September 8, 2026 |
| Kim Nguyen |
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| Director |
| September 8, 2026 |
| Dr. Ethel Rubin |
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| Director |
| September 8, 2026 |
| Timothy Still |
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| *By: | /s/ Cameron Reynolds |
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| Cameron Reynolds |
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| Attorney-in-Fact |
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| September 8, 2026 |
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EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As independent registered public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of VolitionRx Limited, as amended and supplemented by the Pre-Effective Amendment No. 1, of our report dated March 31, 2026, with respect to the consolidated financial statements of VolitionRx Limited for the years ended December 31, 2025 and 2024, included in its Annual Report (Form 10-K) filed with the Securities and Exchange Commission.
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
September 8, 2026