VolitionRx Limited Announces Proposed Underwritten Public Offering of Common Stock and Common Stock Warrants

Rhea-AI Summary

VolitionRx (NYSE AMERICAN: VNRX) announced a proposed underwritten public offering of its common stock and accompanying common stock purchase warrants on October 9, 2025. The company said it will grant the underwriter a 30‑day option to buy up to an additional 15% of the shares and warrants at the public offering price, subject to underwriting discounts and commissions.

Volition intends to use net proceeds for research and product development, clinical studies, commercialization, working capital and potential strategic acquisitions. Newbridge Securities Corporation is sole book‑running manager. The offering is being made from a Form S‑3 shelf registration declared effective on April 18, 2025, and final terms depend on market conditions.

Positive

• Net proceeds directed to research and product development
• Proceeds allocated to clinical studies and commercialization
• Shelf registration effective April 18, 2025 enables offering flexibility

Negative

• Potential share dilution from the offering and up to 15% option
• No assurance the offering will be completed or on stated terms

Insights

Capital Markets Strategist

Volition proposes an underwritten offering of common stock and warrants to raise capital for R&D and corporate purposes.

VolitionRx15% of the base size; all securities are being sold by the company under an effective Form S-3 shelf registration.

The business mechanism is simple: the company issues equity and equity-linked instruments to raise proceeds for research, clinical programs, commercialization, working capital and potential acquisitions. This transaction directly increases liquidity but dilutes existing equity proportionally to the size and pricing of the final deal.

Key dependencies and risks include final deal size and pricing, market reception, and the exercise of the underwriter’s 15% option. The company explicitly states there is no assurance the offering will be completed, so execution risk and timing matter.

Watch for the filed prospectus supplement and the final pricing terms on the SEC site and the underwriter’s communications; those will reveal gross proceeds, dilution magnitude, and warrant strike/term. Short-term: completion and pricing; medium-term: use of proceeds directed to the stated R&D and commercialization goals.

Equity Dilution Analyst

Planned issuer-led offering plus warrants will raise corporate cash but create dilution and contingent upside for new holders.

The company is issuing both common shares and detachable warrants, which provide buyers leveraged upside while extending dilution risk until warrants are exercised. The underwriter’s 30-day option for an extra 15% increases potential dilution if exercised.

Primary dependencies are the final number of shares/warrants sold and the strike/term of the warrants; those specifics determine immediate dilution and longer-term share count expansion upon exercise. The statement that proceeds will fund research, clinical studies, commercialization and possible acquisitions ties the capital raise to operational uses rather than debt reduction.

Monitor the prospectus supplement for exact share/warrant counts, warrant strike price and expiration, and net proceeds. Those items define the economic impact and the timeframe over which dilution and funding effects will materialize.

HENDERSON, Nev., Oct. 9, 2025 /PRNewswire/ -- VolitionRx Limited (NYSE AMERICAN: VNRX) ("Volition" or the "Company"), a multi-national epigenetics company, announced today that it is proposing to offer and sell, in an underwritten public offering, shares of its common stock and accompanying common stock purchase warrants. In addition, Volition intends to grant the underwriter a 30-day option to purchase up to an additional 15% of the number of shares of common stock and warrants offered in the offering at the public offering price, less underwriting discounts and commissions. All of the securities in the offering are being offered by Volition. The final terms of the proposed offering will depend on market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Volition intends to use the net proceeds from the offering for research and continued product development, clinical studies, product commercialization, working capital and other general corporate purposes, including potential strategic acquisitions.

Newbridge Securities Corporation is acting as the sole book-running manager of the proposed offering.

The securities are being offered by Volition pursuant to a "shelf" registration statement on Form S-3 (File No. 333-283088) previously filed with the Securities and Exchange Commission (the "SEC") on November 8, 2024, as amended on April 11, 2025, and declared effective by the SEC on April 18, 2025. The offering is being made only by means of a prospectus supplement and an accompanying base prospectus, as may be further supplemented by any free writing prospectus and/or pricing supplement that the Company may file with the SEC. A preliminary prospectus supplement and an accompanying base prospectus describing the terms of the proposed offering have been filed with the SEC and are available on the SEC's website at www.sec.gov. The final prospectus supplement relating to the offering will be filed with the SEC and will also be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement, the final prospectus supplement and the accompanying base prospectus relating to the offering can also be obtained, when available, from Newbridge Securities Corporation, Attn: Equity Syndicate Department, 1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, by email at syndicate@newbridgesecurities.com, or by telephone at (877) 447-9625.

This press release shall 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.  

Media Enquiries

Louise Batchelor, Volition
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. 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 beliefs and expectations of management and include statements regarding the timing of the offering, the expected use of proceeds from the offering, the grant to the underwriter of an option to purchase additional shares of common stock and common stock warrants, 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 proposed public offering, risks disclosed in the section titled "Risk Factors" included in the preliminary prospectus supplement filed with the SEC on October 9, 2025, and other risks including those  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.

Nucleosomics™, Capture-PCR^TM, Capture-Seq^TM and Nu.Q® and their respective logos are trademarks and/or service marks of VolitionRx Limited and its subsidiaries.

View original content:https://www.prnewswire.com/news-releases/volitionrx-limited-announces-proposed-underwritten-public-offering-of-common-stock-and-common-stock-warrants-302580186.html

SOURCE VolitionRx Limited

FAQ

What is VolitionRx (VNRX) offering in the October 9, 2025 filing?

VolitionRx proposed an underwritten public offering of common stock and accompanying common stock purchase warrants.

How large is the underwriter option in VolitionRx's offering (VNRX)?

The underwriter will have a 30‑day option to purchase up to an additional 15% of the offered shares and warrants.

What will VolitionRx (VNRX) use the offering proceeds for?

VolitionRx intends to use net proceeds for research, product development, clinical studies, commercialization, working capital and possible strategic acquisitions.

Who is managing the VolitionRx (VNRX) offering and where is the prospectus filed?

Newbridge Securities Corporation is sole book‑running manager; the preliminary and final prospectus supplements are filed with the SEC at www.sec.gov.

Does the October 9, 2025 press release guarantee the VolitionRx (VNRX) offering will occur?

No. The company stated final terms depend on market and other conditions and there is no assurance the offering will be completed.