VolitionRx Sets Stage for Major Growth with Massive Share Authorization Boost

Rhea-AI Filing Summary

VolitionRx held its Annual Meeting on June 18, 2025, where stockholders approved several significant proposals. The most notable change was the approval of a Certificate of Second Amendment to increase authorized shares from 175 million to 325 million shares of common stock ($0.001 par value).

Key meeting outcomes include:

• Election of eight board members, including CEO Cameron Reynolds, who received strong support with 36.1M votes
• Ratification of Sadler, Gibb & Associates as independent auditors with overwhelming approval (51.2M votes in favor)
• Approval of executive compensation through a non-binding advisory vote (34.4M votes in favor)
• Strong support for the share authorization increase with 49.4M votes in favor

The meeting had 51.6 million shares represented out of 100.7 million outstanding shares. The amendment became effective upon filing with Delaware's Secretary of State on June 18, 2025, marking a significant expansion in the company's potential capital structure.

Positive

• None.

Negative

• Company significantly increased authorized shares from 175M to 325M (85.7% increase), suggesting potential substantial dilution risk for existing shareholders

Insights

Corporate Governance Analyst

VolitionRX doubled authorized shares to 325M, signaling potential capital raise or strategic transactions without immediate dilution.

VolitionRX has significantly expanded its capital structure capacity with stockholders approving an increase in authorized shares from 175 million to 325 million. This 86% increase in authorized shares creates substantial headroom above the current 100.8 million outstanding shares. The amendment does not immediately dilute existing shareholders but establishes the framework for potential future issuances.

This move typically signals one of several strategic intentions: preparing for equity-based financing, positioning for acquisition opportunities that would require stock consideration, establishing capacity for employee equity incentives, or creating flexibility for future strategic transactions. With the current share count representing only 31% of the newly authorized total, management has secured considerable flexibility for capital allocation decisions.

The proposal received strong stockholder support with approximately 96% of votes cast in favor, indicating alignment between management's capital structure strategy and stockholder expectations. The board election results show solid support for management with CEO Cameron Reynolds receiving over 97% approval from voting shares. This governance continuity suggests the expanded share authorization will be deployed in line with the company's existing strategic direction.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 18, 2025

VolitionRx Limited

 (Exact name of registrant as specified in its charter)

Delaware		001-36833		91-1949078
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification Number)

1489 West Warm Springs Road, Suite 110

Henderson, Nevada 89014

(Address of principal executive offices and Zip Code)

+1 (646) 650-1351

(Registrant’s telephone number, including area code )

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
Common Stock, par value $0.001 per share		VNRX		NYSE American, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 18, 2025, VolitionRx Limited (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved a Certificate of Second Amendment (the “Amendment”) of the Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”), providing for an increase in authorized shares from one hundred seventy-five million (175,000,000) shares to three hundred twenty-five million (325,000,000) shares, consisting of three hundred twenty-five million (325,000,000) shares of common stock, par value $0.001 per share. The Amendment had previously been approved by the Board of Directors on April 2, 2025, subject to the approval of the Company’s Stockholders. The Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 18, 2025.

The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held at 3:30 p.m. British Summer Time on June 18, 2025 at 93-95 Gloucester Place, London, W1U 6JQ, United Kingdom, the Company’s stockholders voted on four proposals. The Company had 100,775,334 shares of common stock outstanding on April 25, 2025, the record date for the Annual Meeting, of which 51,635,355 shares of common stock were present in person or represented by proxy at the Annual Meeting.

The following sets forth the final voting results of the four proposals voted upon by the Company’s stockholders at the Annual Meeting. These matters are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”).

Proposal 1: The stockholders elected eight members to the Board of Directors to hold office until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. The voting results are as follows:

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Dr. Phillip Barnes			35,018,471				1,964,275				14,652,609
Dr. Alan Colman			35,024,256				1,958,490				14,652,609
Mickie Henshall			35,363,392				1,619,354				14,652,609
Guy Innes			34,317,785				2,664,961				14,652,609
Kim Nguyen			34,646,196				2,336,550				14,652,609
Cameron Reynolds			36,104,993				877,753				14,652,609
Dr. Ethel Rubin			36,125,178				857,568				14,652,609
Timothy Still			36,004,285				978,461				14,652,609

Proposal 2: The stockholders ratified the selection of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results are as follows:

Votes For		Votes Against		Votes Abstained
51,261,805		330,721		42,829

Proposal 3: The stockholders approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers as described in the Proxy Statement. The voting results are as follows:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
34,417,170		2,340,233		225,343		14,652,609

Proposal 4: The stockholders approved the Amendment of the Restated Certificate. The voting results are as follows:

Votes For		Votes Against		Votes Abstained
49,458,528		1,791,694		385,133

No other matters were presented for consideration or stockholder action at the Annual Meeting.

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number		Description
3.1		Certificate of Second Amendment of the Second Amended and Restated Certificate of Incorporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL (eXtensible Business Reporting Language) document).

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VOLITIONRX LIMITED
Date: June 20, 2025	By:	/s/ Cameron Reynolds
		Cameron Reynolds
		Chief Executive Officer & President

4

EXHBIIT INDEX

Exhibit
Number		Description
3.1		Certificate of Second Amendment of the Second Amended and Restated Certificate of Incorporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL (eXtensible Business Reporting Language) document).

5

FAQ

Why did VNRX increase its authorized shares in June 2025?

VolitionRx Limited increased its authorized shares from 175 million to 325 million shares through a Certificate of Second Amendment approved by stockholders at the June 18, 2025 Annual Meeting. The amendment applies to common stock with a par value of $0.001 per share and was previously approved by the Board of Directors on April 2, 2025.

What was the voting result for VNRX's share authorization increase in June 2025?

At VNRX's Annual Meeting, stockholders strongly approved the share authorization increase with 49,458,528 votes in favor, 1,791,694 votes against, and 385,133 abstentions. Out of 100,775,334 total outstanding shares, 51,635,355 shares were represented at the meeting.

Who received the highest stockholder approval among VNRX's board nominees in 2025?

Dr. Ethel Rubin received the highest stockholder approval among VNRX's board nominees with 36,125,178 votes in favor, followed closely by Cameron Reynolds with 36,104,993 votes. All eight nominated directors were successfully elected to serve until the 2026 annual meeting.

How did VNRX shareholders vote on executive compensation in 2025?

In a non-binding advisory vote, VNRX shareholders approved the named executive officers' compensation with 34,417,170 votes in favor, 2,340,233 votes against, and 225,343 abstentions. There were 14,652,609 broker non-votes on this proposal.

Who is VNRX's independent auditor for fiscal year 2025?

Stockholders ratified Sadler, Gibb & Associates, LLC as VNRX's independent registered public accounting firm for the year ending December 31, 2025, with 51,261,805 votes in favor, 330,721 votes against, and 42,829 abstentions.