10-Q/A
VOLITIONRX LTD (VNRX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended June 30, 2025
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission File Number: 001-36833
| VOLITIONRX LIMITED | |
|---|---|
| (Exact name of registrant as specified in its charter) | |
| Delaware | 91-1949078 |
| --- | --- |
| (State or other jurisdiction of<br><br>incorporation or organization) | (I.R.S. Employer<br><br>Identification No.) |
| 1489 West Warm Springs Road, Suite 110<br><br>Henderson, Nevada | 89014 |
| (Address of principal executive offices) | (Zip Code) |
+1 (646) 650–1351
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, par value $0.001 per share | VNRX | NYSE American, LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ **** No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ **** No ☐
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 | ☒ |
| 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ **** No ☒
As of August 7, 2025, there were 107,595,421 shares of the registrant’s $0.001 par value common stock issued and outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) hereby amends the Quarterly Report on Form 10-Q of VolitionRx Limited (the “Company”) for the quarterly period ended June 30, 2025 (the “Original Form 10-Q”), originally filed with the Securities and Exchange Commission (“SEC”) on August 14, 2025. This Amendment No. 1 is being filed solely to include Exhibits 5.1 and 10.2 to the Form 10-Q/A, which were inadvertently omitted in the Original Form 10-Q.
In accordance with applicable SEC rules, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated as of the date of filing of this Amendment No. 1. Because this Amendment No. 1 does not include financial statements and does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the Section 302 certifications have been omitted.
This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, Part II, Item 6 “Exhibits,” in its entirety, the signature page, and Exhibits 5.1, 10.2, 31.3 and 31.4. Except as expressly set forth in this Amendment No. 1, no other changes have been made to the Original Form 10-Q, and this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows or other disclosures in, or exhibits to, the Original Form 10-Q, nor does it reflect events occurring after the filing of the Original Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-Q and with the Company’s filings with the SEC subsequent to the filing of the Original Form 10-Q.
| 2 |
|---|
ITEM 6. EXHIBITS
* Previously filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 14, 2025.
** Previously furnished with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 14, 2025. The certifications attached as Exhibit 32.1 accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.
| 3 |
|---|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VOLITIONRX LIMITED | ||
|---|---|---|
| Dated: August 15, 2025 | ||
| By: | /s/ Cameron Reynolds | |
| Cameron Reynolds | ||
| President and Chief Executive Officer<br><br>(Authorized Signatory and Principal Executive Officer) | ||
| Dated: August 15, 2025 | ||
| By: | /s/ Terig Hughes | |
| Terig Hughes | ||
| Chief Financial Officer and Treasurer<br><br>(Authorized Signatory and Principal Financial and Accounting Officer) | ||
| 4 | ||
| --- |
vnrx_51.htm EXHIBIT 5.1
| Stradling Yocca Carlson & Rauth LLP<br> <br>660 Newport Center Drive, Suite 1600<br> <br>Newport Beach, CA 92660-6422<br> <br>949 725 4000<br> <br>stradlinglaw.com |
|---|
August 14, 2025
VolitionRx Limited
1489 West Warm Springs Road, Suite 110
Henderson, NV 89014
| Re: | VolitionRx Limited Registration Statement on Form S-3 (File No. 333-283088) |
|---|
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the proposed offer and sale by VolitionRx Limited, a Delaware corporation (the “Company”), of up to an aggregate of $30,000,000 of shares of the Company’s common stock, par value $0.001 per share (the “Shares”), pursuant to a registration statement on Form S-3, as amended (File No. 333-283088) (the “Registration Statement”), filed with, and declared effective by, the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the base prospectus, filed November 8, 2024, contained in the Registration Statement (the “Base Prospectus”), and the prospectus supplements, dated April 22, 2025 and August 14, 2025, each filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Securities Act (together, the “Prospectus Supplements,” and collectively with the Base Prospectus, the “Prospectus”). We understand the Shares are proposed to be offered and sold by the Company through JonesTrading Institutional Services LLC (“Jones”) pursuant to that certain Capital On Demand^TM^ Sales Agreement, dated April 22, 2025, by and between Jones and the Company, as amended by that certain Amendment No. 1 to Capital On Demand^TM^ Sales Agreement, dated August 14, 2025 (as amended, the “Sales Agreement”).
In connection with the preparation of this opinion, we have examined such documents and considered such questions of law as we have deemed necessary or appropriate. We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the genuineness of all signatures. As to questions of fact material to our opinions, we have relied upon the certificates of certain officers of the Company.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in the Registration Statement, the Prospectus and the Sales Agreement, will be validly issued, fully paid and non-assessable.
We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Quarterly Report on Form 10-Q of the Company filed with Commission on the date hereof, which is incorporated by reference into the Registration Statement, and further consent to the use of our name under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
This opinion is intended solely for use in connection with the issuance and sale of the Shares pursuant to the Registration Statement and the Prospectus and is not to be relied upon for any other purpose or delivered to or relied upon by any other person without our prior written consent. This opinion is rendered as of the date hereof and based solely on our understanding of facts in existence as of such date after the examination described in this opinion. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.
| Very truly yours, |
|---|
| /s/ STRADLING YOCCA CARLSON & RAUTH LLP |
| STRADLING YOCCA CARLSON & RAUTH LLP |
vnrx_102.htm EXHIBIT 10.2
VolitionRx Limited
Common Stock
(par value $0.001 per share)
Amendment No. 1 to
Capital on Demand™ Sales Agreement
August 14, 2025
JonesTrading Institutional Services LLC
325 Hudson Street, 6th Floor
New York, NY 10013
Ladies and Gentlemen:
Reference is made to that certain Capital on Demand^TM^Sales Agreement (the “Sales Agreement”), dated April 22, 2025, between VolitionRx Limited, a Delaware corporation (the “Company”) and JonesTrading Institutional Services LLC (the “Agent”). This Amendment No. 1 to the Sales Agreement (this “Amendment”) constitutes an agreement between the Company and the Agent to amend the Sales Agreement to increase the aggregate offering price under the Sales Agreement from up to $7,500,000 to up to $30,000,000. Capitalized terms not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Sales Agreement.
The Company and the Agent severally and not jointly hereby agree as follows:
A. Amendment to Section 1 of the Sales Agreement. The first paragraph of Section 1 of the Sales Agreement is hereby amended and restated in its entirety to read as follows:
“1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, shares (the “Placement Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000, provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares for aggregate gross sales proceeds that would exceed the lesser of (a) the number or dollar amount of shares of Common Stock registered on the Registration Statement (as defined below), (b) the number of authorized but unissued and unreserved shares of Common Stock, (c) the number or dollar amount of shares of Common Stock permitted to be sold by the Company under Form S-3, including General Instruction I.B.6 of Form S-3 (if and for so long as applicable), (d) the number or dollar amount of shares of Common Stock authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive officer, and notified to the Agent in writing, or (e) the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) or other prospectus or prospectus supplement thereto specifically relating to the offering of the Placement Shares pursuant to this Agreement (the least of (a), (b), (c), (d), and (e) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder will be effected pursuant to the Registration Statement (defined herein), although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares.”
B. Effect on Agreement. Except as expressly amended by this Amendment, all of the terms and provisions of the Sales Agreement shall remain and continue in full force and effect after the execution of this Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.
C. Choice of Law/Jurisdiction. This Amendment shall be governed by and construed in accordance with the laws provided for in the Sales Agreement. Any action brought by either party against the other concerning the transactions contemplated by the Sales Agreement or this Amendment, or any other agreement, certificate, instrument or document contemplated hereby or thereby, shall be brought and enforced in the venue provided for in the Sales Agreement.
D. Counterparts; Signatures by Facsimile. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Amendment, once executed by a party, may be delivered to the other party hereto by facsimile or e-mail transmission of a copy of this Amendment bearing the signature of the party so delivering this Amendment.
E. Construction; Headings. This Amendment shall be deemed to be jointly drafted by the Company and the Agent and shall not be construed against any person as the drafter hereof. The headings of this Amendment are for convenience of reference only and shall not form part of, or affect the interpretation of, this Amendment.
F. Severability. In the event that any provision of this Amendment is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.
G. Entire Agreement; Amendments. The Sales Agreement (including all schedules and exhibits attached thereto and Placement Notices issued pursuant thereto) and this Amendment constitute the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither the Sales Agreement, this Amendment, nor any term thereof and hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Amendment.
H. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing as provided in the Sales Agreement.
I. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties and their successors and assigns.
J. Further Assurances. Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment.
[Signature Page Follows]
| 2 |
|---|
If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.
| Very truly yours, | |
|---|---|
| VOLITIONRX LIMITED | |
| By: | /s/ Cameron Reynolds |
| | Name: Cameron Reynolds |
| | Title: President and Chief Executive Officer | | ACCEPTED as of the date first-above written: | | | JONESTRADING INSTITUTIONAL SERVICES LLC | | | By: | /s/ Burke Cook |
| | Name: Burke Cook |
| | Title: General Counsel |
[Signature Page to Amendment No. 1 to Capital on Demand^TM^ Sales Agreement]
| 3 |
|---|
vnrx_313.htm
EXHIBIT 31.3
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Cameron Reynolds, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of VolitionRx Limited; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| Date: August 15, 2025 | /s/ Cameron Reynolds |
|---|
| | Cameron Reynolds |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
vnrx_314.htm
EXHIBIT 31.4
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Terig Hughes, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of VolitionRx Limited; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| Date: August 15, 2025 | /s/ Terig Hughes |
|---|
| | Terig Hughes |
| | Chief Financial Officer and Treasurer |
| | (Principal Financial and Accounting Officer) |