Welcome to our dedicated page for Volitionrx SEC filings (Ticker: VNRX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
VolitionRx Limited filings document an operating epigenetics diagnostics company with public-company disclosures centered on Nu.Q® assays, capital structure and exchange compliance. Recent 8-K reports and proxy materials cover shareholder votes on common-stock issuance capacity and reverse-stock-split authority, the effectiveness of a one-for-twenty reverse split, and amendments to the company’s certificate of incorporation.
The filing record also includes material-event reports on NYSE American continued-listing standards, annual financial-result updates, unregistered sales of equity securities, convertible-note share settlements, private placements and warrants. These documents describe governance approvals, security-holder rights, financing mechanics, listing-compliance matters and operating updates for Volition’s diagnostics and monitoring business.
VolitionRx Limited is conducting a public offering of 2,960,000 shares of common stock and accompanying warrants, expected to generate approximately $4.6 million in gross proceeds before fees. The securities are priced at $1.55 per share and accompanying half warrant.
Investors will receive a warrant to purchase half a share for each share bought, with warrants exercisable immediately at $1.55 per share and expiring five years after issuance. If all 1,480,000 warrants are exercised for cash, VolitionRx could receive an additional $2.3 million. The deal is being placed by Maxim Group LLC and is expected to close on June 9, 2026, subject to customary conditions, under Volition’s effective Form S-3 shelf registration.
VolitionRx Limited is registering $1.55-priced equity: up to 2,960,000 shares of common stock with accompanying warrants to purchase up to 1,480,000 shares. The units are sold at a combined public offering price of $1.55 per share and accompanying warrant; each Warrant has an exercise price of $1.55 and a five-year term. The offering includes Pre-Funded Warrants for purchasers who would otherwise exceed 4.99% (or elect 9.99%) ownership, with an exercise price of $0.001 per Pre-Funded Warrant. Net proceeds are estimated at approximately $4.1 million assuming full exercise of Pre-Funded Warrants and no exercise of the Warrants; proceeds are intended for research, development, clinical studies, commercialization, working capital and partial repayment of specified convertible notes.
VolitionRx Limited (VNRX) is proposing a registered offering of common stock, detachable warrants and pre-funded warrants pursuant to a preliminary prospectus supplement to a shelf registration statement. The offering includes pre-funded warrants for purchasers who would exceed 4.99% (or elect 9.99%) ownership limits. The company disclosed a one-for-20 reverse stock split effective April 28, 2026, reported 8,627,191 shares outstanding as of May 26, 2026, and stated a public float of approximately $29.7 million under Form S-3 instruction I.B.6. Net proceeds are intended for research and development, clinical studies, commercialization, working capital and repayment of certain Lind Notes.
VolitionRx Limited is asking stockholders to vote at its July 17, 2026 annual meeting on director elections, auditor ratification, executive pay, a reduction in authorized shares and a new 2026 Stock Incentive Plan. The board unanimously recommends voting “FOR” all five proposals.
The company recently completed a one‑for‑twenty reverse stock split effective April 28, 2026, and all share figures are retroactively adjusted. As of May 26, 2026, 8,627,191 common shares were outstanding, with directors and executive officers as a group holding 6.9%. Several large investors, including Eight Corporation and Lagoda Investment Management, hold more than 5%. The proxy also details ongoing efforts to remediate previously disclosed material weaknesses in internal control over financial reporting and notes that continuing as a going concern depends on successful commercialization and continued financing.
VolitionRx Limited describes a waiver it obtained from Lind Global Asset Management after breaching a minimum market capitalization covenant tied to its senior secured convertible notes. The company has two notes with Lind, one with original principal of $7,500,000 issued on May 15, 2025 and another for $2,400,000 issued on January 7, 2026.
Because the covenant was not met, an additional amount equal to 10% of the Outstanding Principal Amount on each note became payable. Under the waiver, Lind agrees not to accelerate, demand immediate payment, or foreclose on collateral for this covenant breach, but it may require conversion of principal into common stock at the lower of the then-current Conversion Price or 90% of the average of the three lowest VWAPs over the prior 20 trading days, subject to a 4.99% beneficial ownership cap.
VolitionRx Limited reported a planned change in its Board of Directors. On May 12, 2026, director Mickie Henshall, who has served since August 2022, informed the Board that she will not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders.
The Company stated that her decision did not involve any disagreement with VolitionRx on operations, policies or practices. In connection with her decision, the Board will reduce its size from eight to seven directors, effective immediately prior to the 2026 Annual Meeting.
VolitionRX Ltd: Lagoda Investment Management, L.P. filed Amendment No. 5 to a Schedule 13G/A reporting beneficial ownership of 17,070,103 shares of common stock, equal to 10.7% of the class. The filing states the Accounts held 16,149,000 shares and warrants to purchase 921,103 shares at $0.60 per share as of March 31, 2026. The filer reports sole voting and dispositive power over the shares and cites 158,481,243 shares outstanding as of March 26, 2026. The report is signed by Jason A. Ozone, Chief Financial Officer & Chief Compliance Officer.
VolitionRx Limited reported Q1 2026 revenues of $985,076, mainly from product sales, and a net loss of $6.7 million, or $0.97 per share. Operating cash outflow was $5.3 million, leaving cash and cash equivalents of $3.1 million and a stockholders’ deficit of $33.4 million as of March 31, 2026.
Management notes substantial doubt about the company’s ability to continue as a going concern, given recurring losses, negative cash flows and significant current liabilities, including convertible notes. The company is relying on equity raises, an at-the-market program and Lind convertible notes to fund ongoing development and commercialization of its Nu.Q and Capture-branded diagnostic tests.
VolitionRx Limited reported first quarter 2026 revenue of approximately $1.0 million, up from $0.2 million a year earlier, with operating loss down 3% versus the comparable 2025 quarter. Net cash used in operating activities was $5.3 million.
Receipts in the quarter included $5.4 million in net proceeds from equity sales through an at-the-market facility, $1.9 million from a convertible note and warrant, and $1 million of non-dilutive funding from agencies of the Walloon Region, with about $0.9 million expected over the next 12 months based on milestones.
Operationally, Volition highlighted a Nu.Q® Vet feline lymphoma assay manuscript whose publication is expected to unlock a $5 million milestone, progress toward reimbursement for its Nu.Q® Lung Cancer test, new clinical use cases for its Nu.Q® NETs assay in acute trauma and Hidradenitis Suppurativa, and active licensing discussions, including for its Capture-Seq™ technology. Management will discuss results on a conference call on May 15, 2026 at 8:30 a.m. U.S. Eastern Time.
VolitionRx Limited is soliciting proxies for its 2026 Annual Meeting on July 17, 2026 in London where stockholders will vote on the election of seven directors and on proposals including ratifying the independent auditor, a non-binding advisory vote on named executive officer compensation, a fourth amendment to reduce authorized common shares from 325,000,000 to 150,000,000, and approval of a 2026 Stock Incentive Plan. The board recommends votes "FOR" all proposals. The record date is May 26, 2026. The Proxy Statement discloses a one-for-twenty reverse stock split effective April 28, 2026, and summarizes recent registered direct and public offerings that raised aggregate gross proceeds reported as $1.9M, $2.3M, $1.21M, and net proceeds of approximately $5.4M from an October 2025 offering. The statement also discloses shares outstanding used for ownership tables as 8,330,270 as of May 7, 2026 and remediation actions for a previously disclosed material weakness in internal control.