VolitionRx Announces Pricing of up to $2.3 Million Registered Direct Offering

Rhea-AI Summary

VolitionRx (NYSE AMERICAN: VNRX) has announced a registered direct offering to raise up to $2.3 million through the sale of common stock. The offering includes:

- 2,363,636 shares at $0.55 per share to company insiders (directors, executive officers, and existing stockholders)

- 1,739,087 shares at $0.55 per share with accompanying warrants to other existing stockholders and new investors

The warrants allow purchase of up to 1,739,087 additional shares at $0.66 per share, exercisable immediately and expiring in five years, potentially generating an additional $1.1 million if fully exercised. The offering, expected to close around March 26, 2025, will be conducted directly without a placement agent. Funds will support research, product development, clinical studies, commercialization, and working capital.

Positive

• Insider participation demonstrates management confidence
• No placement agent fees, reducing offering costs
• Additional $1.1M potential funding through warrant exercise

Negative

• Significant dilution to existing shareholders
• Offering price of $0.55 likely represents a discount to market price
• No guarantee warrants will be exercised for additional funding

Insights

Financial Analyst

VolitionRx's $2.3 million registered direct offering represents a significant capital raise relative to the company's $50.9 million market cap, constituting approximately 4.5% dilution. The offering price of $0.55 per share matches the current market price, rather than commanding a premium, which typically signals less-than-ideal market demand.

The structure reveals important dynamics: company insiders (directors and executives) are purchasing 2.36 million shares without warrants, while other investors receive 1.74 million shares plus warrants to purchase an additional 1.74 million shares at $0.66 (a 20% premium). Insider participation sends a positive signal about management's confidence, though the need to incentivize external investors with warrants suggests challenges in attracting capital.

For a small-cap biotech, this financing follows a common pattern of incremental capital raises to fund ongoing operations. The intended use for research, product development, clinical studies, and commercialization is appropriate but notably generic. The direct nature of the offering (without a placement agent) likely saved on fees but might reflect institutional interest.

While the dilution will pressure existing shareholders, the capital infusion provides essential runway for VolitionRx's development pipeline. The warrant structure creates potential for an additional $1.1 million in future funding if exercised, but also introduces potential future selling pressure.

Biotech Investment Specialist

This capital raise comes at a critical juncture for VolitionRx's epigenetics platform development. The $2.3 million immediate funding plus potential $1.1 million from warrant exercises provides essential but modest resources for a company actively pursuing both R&D advancement and commercialization efforts simultaneously.

The significant insider participation is particularly noteworthy in the biotech sector, where management's willingness to invest personally often correlates with confidence in upcoming catalysts or developmental milestones. These insiders are purchasing at market price without warrant incentives, suggesting genuine conviction rather than opportunistic investing.

For epigenetics companies, which focus on changes in gene expression rather than genetic code alterations, development pipelines typically require sustained funding through multiple inflection points. This capital structure, with its immediate funding plus potential additional warrant proceeds, creates a tiered financing approach that aligns with staged development.

However, the size of this offering suggests VolitionRx may need additional capital raises before reaching sustainable revenue. The company's decision to accept at-market pricing rather than delay for potentially better terms hints at near-term capital requirements. With this financing closing quickly (on announcement day), the company appears focused on securing necessary resources efficiently rather than optimizing terms, pointing to pragmatic financial management in the current biotech funding environment.

Up to $2.3 million up front with up to an additional $1.1 million of potential aggregate gross proceeds upon the exercise in full of common stock purchase warrants

HENDERSON, Nev., March 26, 2025 /PRNewswire/ -- VolitionRx Limited (NYSE AMERICAN: VNRX) ("Volition" or the "Company"), a multi-national epigenetics company, announces today that it has entered into definitive agreements for the purchase and sale of (i) 2,363,636 shares of its common stock to certain directors, executive officers, and certain existing stockholders of the Company (collectively, the "Insiders") at an offering price of $0.55 per share, and (ii) 1,739,087 shares of its common stock, together with common stock purchase warrants to purchase up to 1,739,087 shares of common stock (individually, a "Warrant" and collectively, the "Warrants"), to certain other existing stockholders of the Company and new investors at a combined offering price of $0.55 per share and accompanying Warrant. Each Warrant has an exercise price per share of $0.66, and is exercisable immediately upon issuance, and expires five years from the issuance date.

The Insiders (purchasers of 2,363,636 shares) will not receive any Warrants in the offering.

The securities will be issued and sold in the offering by the Company directly to the investors and without a placement agent. The offering is expected to close on or about March 26, 2025, subject to the satisfaction of customary closing conditions.

The aggregate gross proceeds from the offering to the Company are expected to be up to approximately $2.3 million, before deducting estimated offering expenses payable by the Company, assuming no exercise of the Warrants. The additional gross proceeds to the Company from the Warrants, if such Warrants are fully exercised, will be approximately $1.1 million. However, no assurance can be given that any of these Warrants will be exercised. Volition expects to use the net proceeds of the offering for research and continued product development, clinical studies, product commercialization, working capital and other general corporate purposes.

The securities described above are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-259783) that was filed with the Securities and Exchange Commission (the "SEC") on September 24, 2021, as amended on November 4, 2021, and declared effective by the SEC on November 8, 2021. The offering is being made only by means of a prospectus supplement and accompanying base prospectus relating to the offering that form a part of the shelf registration statement. The prospectus supplement and accompanying base prospectus relating to the offering will be filed with the SEC and may be obtained, when filed, on the SEC's website located at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Volition

Volition is a multi-national company focused on advancing the science of epigenetics. Volition is dedicated to saving lives and improving outcomes for people and animals with life-altering diseases through earlier detection, as well as disease and treatment monitoring.

Through its subsidiaries, Volition is developing and commercializing simple, easy to use, cost-effective blood tests to help detect and monitor a range of diseases, including some cancers and diseases associated with NETosis, such as sepsis. Early detection and monitoring have the potential not only to prolong the life of patients, but also improve their quality of life.

Volition's research and development activities are centered in Belgium, with an innovation laboratory and office in the U.S. and London.

Media
Louise Batchelor, mediarelations@volition.com +44 (0)7557 774620

Investor Relations
Jeremy Feffer, LifeSci Advisors, jfeffer@lifesciadvisors.com +1-212-915-2568

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release may be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that concern matters that involve risks and uncertainties that could cause actual results to differ materially from those anticipated or projected in the forward-looking statements. These forward-looking statements reflect the current beliefs and expectations of management and include statements regarding the expected use of net proceeds from the offering, the exercise of the Warrants prior to their expiration, the satisfaction of customary closing conditions related to the offering and sale of securities, and Volition's ability to complete the offering. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Although Volition believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are subject to risks and uncertainties that may cause Volition's actual activities or results to differ materially from those indicated or implied by any forward-looking statement, including, without limitation, due to risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the offering, and risks disclosed in the documents Volition files from time to time with the SEC, including Volition's Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Forward-looking statements are made as of the date of this release, and, except as required by law, Volition does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.

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SOURCE VolitionRx Limited

FAQ

What is the price per share in VolitionRx's (VNRX) March 2025 direct offering?

The offering price is $0.55 per share for both insiders and other investors.

How many shares are being offered in VNRX's March 2025 registered direct offering?

Total of 4,102,723 shares: 2,363,636 shares to insiders and 1,739,087 shares with warrants to other investors.

What are the terms of the warrants in VolitionRx's 2025 offering?

Warrants have $0.66 exercise price, 5-year expiration, and are exercisable immediately upon issuance.

How will VNRX use the proceeds from the March 2025 offering?

Proceeds will fund research, product development, clinical studies, product commercialization, and working capital.