VolitionRx Announces Pricing of $4.6 Million Public Offering

Rhea-AI Summary

VolitionRx (NYSE American: VNRX) priced a public offering of 2,960,000 common shares plus warrants for up to 1,480,000 shares at a combined price of $1.55 per share and half warrant, for expected gross proceeds of about $4.6 million before fees.

Warrants are immediately exercisable at $1.55 per share for five years and could add about $2.3 million in gross proceeds if fully exercised. The offering, placed by Maxim Group, is expected to close on June 9, 2026, subject to customary conditions.

Positive

• Public equity offering expected to raise about $4.6 million gross before fees
• Additional potential $2.3 million gross proceeds from full cash exercise of warrants
• Five-year warrants with immediate exercisability at $1.55 may support future capital access

Negative

• Issuance of 2,960,000 new shares creates immediate equity dilution for existing holders
• Up to 1,480,000 additional shares from warrant exercise could add further dilution
• Gross proceeds of $4.6 million are before placement agent fees and offering expenses

News Market Reaction – VNRX

-22.35% 2.4x vol

15 alerts

-22.35% Session close to close

-14.3% Trough in 6 hr 27 min

$15.44M Market Cap

2.4x Rel. Volume

In the Jun 8 session, VNRX declined 22.35%, reflecting a significant negative market reaction. Argus tracked a trough of -14.3% from its starting point during tracking. Our momentum scanner triggered 15 alerts that day, indicating notable trading interest and price volatility. Trading volume was elevated at 2.4x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -22.4% in the session following this news. The decline reflects a familiar pattern...

Analysis

The stock dropped -22.4% in the session following this news. The decline reflects a familiar pattern where VolitionRx’s equity offerings, often paired with five-year warrants, have historically led to negative moves averaging about -7.9%. This deal adds 2,960,000 new shares and 1,480,000 warrants at $1.55, on top of an active S-3 shelf registering 17,968,090 resale shares. Investors have typically focused on dilution and potential overhang, especially given the company’s reliance on capital markets to fund operations.

Key Figures

Gross proceeds (offering): $4.6 million Warrant proceeds: $2.3 million Shares offered: 2,960,000 shares +5 more

8 metrics

Gross proceeds (offering) $4.6 million Expected upfront gross proceeds before fees and expenses

Warrant proceeds $2.3 million Additional potential gross proceeds if all warrants fully exercised

Shares offered 2,960,000 shares Common stock in the public offering

Warrants offered 1,480,000 warrants Warrants to purchase common shares

Offering price $1.55 per share Combined price per share and accompanying half warrant

Warrant exercise price $1.55 per share Exercise price for each warrant

Warrant term 5 years Warrants exercisable immediately and expiring five years after issuance

Expected closing date June 9, 2026 Planned closing of the public offering, subject to conditions

Previous Offering Reports

5 past events · Latest: Oct 10 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Oct 10	Underwritten offering	Negative	-22.6%	Priced $6.0M underwritten stock-and-warrant offering at $0.52 per unit.
Oct 09	Proposed offering	Negative	-22.6%	Proposed underwritten stock and warrant sale with 30-day overallotment option.
Aug 04	Registered direct deal	Negative	+2.7%	Announced $1.21M registered direct stock and warrant offering to insiders and holders.
Mar 26	Registered direct deal	Negative	-6.9%	Up to $2.3M direct stock sale plus warrants for additional $1.1M potential.
Dec 06	Registered direct deal	Negative	+9.9%	Up to $1.9M direct stock sale with Form A and B five-year warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Past equity offerings for VolitionRx have typically led to negative price reactions, with an average move of about -7.9%, and only one instance of a positive response.

Recent Company History

Recent history for VolitionRx offerings shows recurring small-cap financings combining common stock and multi-year warrants. Events since Dec 6, 2024 include registered direct and underwritten offerings ranging from $1.2M to $6.0M in gross proceeds, often with five-year warrants exercisable immediately. Price reactions were mostly negative, including two back-to-back moves of -22.65% in October 2025 and a -6.87% move in March 2025, with only the August 2025 direct offering posting a modest gain. Today’s offering continues this pattern of frequent equity raises with attached warrants.

Key Terms

public offering, warrants, exercise price, shelf registration statement, +2 more

6 terms

public offering financial

"today announced the pricing of its previously announced public offering of 2,960,000 shares"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

warrants financial

"and warrants to purchase up to an aggregate of 1,480,000 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

exercise price financial

"Each warrant will have an exercise price of $1.55 per share, will be exercisable"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3 (File No. 333-283088)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"an effective shelf registration statement on Form S-3 (File No. 333-283088)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A preliminary prospectus supplement and the accompanying base prospectus relating to"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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$4.6 million upfront with up to an additional $2.3 million of potential aggregate gross proceeds upon the full exercise of warrants

HENDERSON, Nev., June 7, 2026 /PRNewswire/ -- VolitionRx Limited (NYSE AMERICAN: VNRX) ("Volition"), a multi-national epigenetics company, today announced the pricing of its previously announced public offering of 2,960,000 shares of common stock, and warrants to purchase up to an aggregate of 1,480,000 shares of common stock, at a combined public offering price of $1.55 per share and accompanying half warrant. Each warrant will have an exercise price of $1.55 per share, will be exercisable immediately upon issuance, and will expire five years after the date of issuance. The offering included participation from both new and existing investors.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The gross proceeds for the offering are expected to be approximately $4.6 million before deducting placement agent fees and other offering expenses and excluding the proceeds from the exercise of any warrants. The additional gross proceeds to the Company from the exercise of the warrants, if fully-exercised on a cash basis, will be approximately $2.3 million.  However, no assurance can be given that any of the warrants will be exercised.

The offering is expected to close on June 9, 2026, subject to the satisfaction of customary closing conditions.

The securities in the offering are being offered by Volition pursuant to an effective shelf registration statement on Form S-3 (File No. 333-283088), initially filed with the U.S. Securities and Exchange Commission (the "SEC") on November 8, 2024, as amended, and declared effective on April 18, 2025. The securities may be offered only by means of a prospectus. A preliminary prospectus supplement and the accompanying base prospectus relating to and describing the terms of the public offering were filed with the SEC and are available on the SEC's website at www.sec.gov. A final prospectus supplement and an accompanying base prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying base prospectus, and when filed, the final prospectus supplement and accompanying base prospectus, relating to the public offering may also be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.

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

The contents found at Volition's website address are not incorporated by reference into this document and should not be considered part of this document. Such website address is included in this document as an inactive textual reference only.

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

Safe Harbor Statement

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. Words such as "expects," "anticipates," "intends," "plans," "aims," "targets," "believes," "seeks," "estimates," "optimizing," "potential," "goal," "suggests," "could," "would," "should," "may," "will" and similar expressions identify forward-looking statements. These forward-looking statements reflect the current belief and expectations of management and relate to, among other topics, statements regarding the expected completion, timing and gross proceeds of 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 proposed public offering, risks disclosed in the section titled "Risk Factors" included in the preliminary prospectus supplement filed with the SEC on June 5, 2026, and risks disclosed in other 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. These statements are based on current expectations, estimates and projections about Volition's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. 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.

View original content:https://www.prnewswire.com/news-releases/volitionrx-announces-pricing-of-4-6-million-public-offering-302793460.html

SOURCE VolitionRx Limited

FAQ

What did VolitionRx (VNRX) announce in its June 7, 2026 public offering?

VolitionRx announced pricing of a public offering of 2,960,000 common shares and warrants for up to 1,480,000 shares. According to VolitionRx, the combined public offering price is $1.55 per share and accompanying half warrant, with Maxim Group acting as sole placement agent.

How much capital will VolitionRx (VNRX) raise from the June 2026 offering?

The offering is expected to generate approximately $4.6 million in gross proceeds before fees. According to VolitionRx, fully cash-exercised warrants could provide an additional $2.3 million in gross proceeds, though there is no assurance any warrants will be exercised.

What are the terms of the VolitionRx (VNRX) warrants in the June 2026 offering?

Each half warrant is paired with a common share at $1.55 combined pricing. According to VolitionRx, each full warrant has a $1.55 exercise price, is immediately exercisable upon issuance, and will expire five years after the date of issuance.

When is the VolitionRx (VNRX) June 2026 public offering expected to close?

The offering is expected to close on June 9, 2026, subject to customary closing conditions. According to VolitionRx, the securities are being issued under an effective Form S-3 shelf registration statement declared effective on April 18, 2025.

How might the June 2026 VolitionRx (VNRX) equity offering affect existing shareholders?

The sale of 2,960,000 new shares will dilute existing shareholders’ ownership percentage. According to VolitionRx, up to 1,480,000 additional shares could be issued upon full cash exercise of the warrants, which would create further potential dilution.

Under what SEC registration is the June 2026 VolitionRx (VNRX) offering being made?

The securities are offered under an effective shelf registration statement on Form S-3, File No. 333-283088. According to VolitionRx, this registration was initially filed November 8, 2024, as amended, and declared effective by the SEC on April 18, 2025.