Volitionrx SEC Filings

VolitionRx (VNRX): Ownership update — Armistice Capital, LLC and Steven Boyd filed Schedule 13G/A (Amendment No. 4) reporting beneficial ownership of 9,380,425 shares of VolitionRx common stock, representing 8.72% of the class. The filing reports shared voting and dispositive power over 9,380,425 shares and no sole voting or dispositive power.

The percentage is based on 107,595,421 shares outstanding as of August 7, 2025, as disclosed by the company. Armistice Capital is the investment manager to the direct holder (Armistice Capital Master Fund Ltd.), and Steven Boyd is Armistice Capital’s managing member. The securities are certified as held in the ordinary course of business and not for the purpose of changing or influencing control.

VolitionRx Limited reported Q3 2025 results showing continued losses and tight liquidity. Revenue was $627,277, with an operating loss of $5,100,990 and a net loss of $5,409,791 for the quarter. For the nine months, revenue reached $1,280,350 and net loss totaled $17,200,488.

Cash and cash equivalents were $199,407 as of September 30, 2025. The company disclosed substantial doubt about its ability to continue as a going concern. Total liabilities were $42,398,447 and stockholders’ deficit was $35,949,562 as of quarter-end.

VolitionRx raised capital through several transactions in 2025, including net proceeds of approximately $2.3 million in March and $1.21 million in August registered direct offerings, a $0.3 million private placement in September, and about $880,862 via its 2025 ATM Sales Agreement. The company also issued a $7.5 million senior secured convertible note, receiving net proceeds of $5,774,202, and later increased its ATM capacity from $7.5 million to $30.0 million. Shares outstanding were 122,801,572 as of November 7, 2025.

VolitionRx Limited furnished an Item 2.02 Form 8-K announcing it issued a press release with financial results and business updates for the quarter ended September 30, 2025. The company also confirmed a conference call on November 14, 2025 at 8:30 a.m. U.S. Eastern Time. The press release is included as Exhibit 99.1 and is incorporated by reference. The information is being furnished, not filed, under the Exchange Act.

VolitionRx Limited (VNRX) filed an amended 8-K to correct a typographical error and detail changes to its October 10, 2025 underwriting terms. The company and Newbridge Securities modified the over-allotment option so it can be exercised for shares, warrants, or any combination.

On November 7, 2025, the underwriter exercised the option for 1,194,000 Option Shares and 1,732,500 Option Warrants at the same public pricing allocation as the offering ($0.51 per share and $0.01 per warrant, less a 7.0% underwriting discount), generating $582,426 in net proceeds to the company after expenses. In connection with this exercise, VolitionRx issued 83,580 underwriter warrants at a $0.63 exercise price, exercisable six months after issuance and expiring five years after the offering’s closing.

VolitionRx (VNRX) filed an amended 8-K to replace Exhibit 1.1 and report an amendment to its underwriting agreement for a recent equity offering. The original deal covered 11,550,000 shares with accompanying warrants at a combined public price of $0.52 per share and warrant, less a 7.0% underwriting commission, and included a 30‑day over‑allotment option for up to 1,732,500 additional shares and accompanying warrants.

The amendment allows the underwriter to exercise the over‑allotment option for shares, warrants, or any combination, rather than only together. Concurrently, the underwriter exercised for 1,194,000 Option Shares and 1,732,500 Option Warrants at the same price terms. The filing states the 1,732,500 Option Warrants are exercisable for up to 83,580 shares. The amended exhibit corrects typographical errors and supersedes the prior version.

VolitionRx Limited amended its underwriting agreement for a recent public offering. The change lets the underwriter exercise the over-allotment option for shares, warrants, or any combination, rather than only as a combined unit.

On November 7, the underwriter exercised this option for 1,194,000 Option Shares and 1,732,500 Option Warrants at the same public pricing used in the offering, allocated as $0.51 per share and $0.01 per warrant, each less a 7.0% underwriting discount. The base offering previously covered 11,550,000 shares with accompanying warrants to purchase up to 11,550,000 shares at a combined public price of $0.52.

VolitionRx Ltd (VNRX) reported an insider tax-withholding transaction. On 11/01/2025, the Chief Medical Officer had 4,588 shares of common stock withheld (code F) at $0.434 per share to satisfy taxes upon settlement of 9,762 restricted stock units awarded in lieu of cash compensation. Following the transaction, the officer beneficially owns 146,568 shares, held directly. The filing notes that no shares were sold by the reporting person or the company in this transaction.

VolitionRx Ltd (VNRX) reported an insider Form 4 reflecting an administrative tax-withholding event. On 11/01/2025, the reporting officer (GC) had 5,647 shares of common stock withheld and canceled at $0.434 per share to satisfy taxes upon settlement of 12,016 restricted stock units awarded in lieu of cash compensation. The filing states no shares were sold by the insider or the company.

Following the transaction, the reporting person beneficially owned 194,084 shares, held directly.

VolitionRx Ltd. (VNRX) reported an insider transaction on a Form 4. On 11/01/2025, Officer and Secretary Rodney Gerard Rootsaert had 3,197 shares of common stock withheld by the company at $0.434 per share (transaction code F) to satisfy tax withholding upon settlement of 7,612 RSUs that were awarded in lieu of cash compensation. After the transaction, he beneficially owns 137,258 shares directly and 1,007,718 shares indirectly through Concord International, Inc. The filing states that no shares were sold in this transaction.