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  4. [8-K] VOLITIONRX LTD Reports Material Event

VolitionRx Limited (NYSE: VNRX) shareholders back charter and equity plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

VolitionRx Limited amended its Second Amended and Restated Certificate of Incorporation effective July 17, 2026, reducing the number of authorized shares of its common stock from 325,000,000 to 150,000,000, following prior approval by the board and stockholders.

At the 2026 annual meeting, held July 17, 2026, stockholders representing 4,261,161 of 8,627,191 shares outstanding as of May 26, 2026 voted on five proposals. They elected seven directors, ratified Sadler, Gibb & Associates, LLC as auditor for 2026, approved executive compensation, approved the charter amendment, and adopted the 2026 Stock Incentive Plan.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common stock after amendment 150,000,000 shares Number of authorized common shares after charter amendment effective July 17, 2026
Authorized common stock before amendment 325,000,000 shares Prior authorized common shares before reduction approved in 2026
Shares outstanding on record date 8,627,191 shares Common stock outstanding as of May 26, 2026, record date for the annual meeting
Shares represented at annual meeting 4,261,161 shares Shares present in person or by proxy at the July 17, 2026 annual meeting
Votes for auditor ratification 4,152,372 votes Votes in favor of ratifying Sadler, Gibb & Associates, LLC for year ending December 31, 2026
Votes for share authorization reduction 4,011,189 votes Votes in favor of reducing authorized common shares from 325,000,000 to 150,000,000
Votes for 2026 Stock Incentive Plan 2,078,833 votes Votes in favor of approving the company’s 2026 Stock Incentive Plan
Restated Certificate regulatory
"The Amendment amends Section 6.1 of the Restated Certificate to reduce the number"
authorized shares financial
"to reduce the number of authorized shares of the Company’s common stock"
Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.
broker non-votes regulatory
"Votes For ... Votes Against ... Votes Abstained ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote regulatory
"The stockholders approved, by a non-binding advisory vote, of the compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Stock Incentive Plan financial
"The stockholders approved the Company’s 2026 Stock Incentive Plan."
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

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

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FAQ

What charter change did VolitionRx Limited (VNRX) approve on July 17, 2026?
VolitionRx Limited approved a charter amendment reducing authorized common stock from 325,000,000 to 150,000,000 shares. The change became effective upon filing a Certificate of Fourth Amendment with the Delaware Secretary of State on July 17, 2026.

How many VolitionRx (VNRX) shares were eligible and represented at the 2026 annual meeting?
As of the May 26, 2026 record date, 8,627,191 common shares were outstanding, with 4,261,161 shares present in person or by proxy. This share count established a quorum for voting at the July 17, 2026 annual meeting in London.

Which auditor did VolitionRx (VNRX) stockholders ratify for fiscal year 2026?
Stockholders ratified Sadler, Gibb & Associates, LLC as VolitionRx’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 4,152,372 votes for, 76,635 against, and 32,154 abstentions at the annual meeting.

How did VolitionRx (VNRX) stockholders vote on executive compensation in 2026?
In a non-binding advisory vote, stockholders approved the compensation of VolitionRx’s named executive officers with 2,127,860 votes for, 127,935 against, and 11,350 abstentions. There were 1,994,016 broker non-votes recorded for this say-on-pay proposal.

What was the outcome of VolitionRx (VNRX) 2026 Stock Incentive Plan vote?
Stockholders approved the 2026 Stock Incentive Plan with 2,078,833 votes for, 182,048 against, and 6,264 abstentions, plus 1,994,016 broker non-votes. This approval authorizes the company to grant equity awards under the new plan framework.

How strongly did VolitionRx (VNRX) shareholders support the authorized share reduction?
The charter amendment to reduce authorized common shares from 325,000,000 to 150,000,000 received 4,011,189 votes for, 218,947 against, and 31,025 abstentions. This vote provided the necessary stockholder approval to implement the reduced authorization level.

 

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): July 17, 2026

 

VolitionRx Limited

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36833

 

91-1949078

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification Number)

 

1489 West Warm Springs Road, Suite 110

Henderson, Nevada 89014

(Address of principal executive offices and Zip Code)

 

+1 (512) 774-8930

(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 July 17, 2026, VolitionRx Limited (the “Company”) filed a Certificate of Fourth Amendment (the “Amendment”) of the Second Amended and Restated Certificate of Incorporation (as amended, the “Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective upon filing. The Amendment amends Section 6.1 of the Restated Certificate to reduce the number of authorized shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from 325,000,000 to 150,000,000.

 

The Amendment had previously been approved by the board of directors of the Company (the “Board”) on May 11, 2026, subject to the approval of the Company’s stockholders. The Amendment was approved by the Company’s stockholders at the Annual Meeting (as defined below) as described in Item 5.07 below.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

 

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

 

On July 17, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”) at 3:30 p.m. British Summer Time at 93-95 Gloucester Place, London, W1U 6JQ, United Kingdom, during which the Company’s stockholders voted on five proposals. The Company had 8,627,191 shares of common stock outstanding on May 26, 2026, the record date for the Annual Meeting, of which 4,261,161 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 five proposals voted upon at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 2, 2026 (the “Proxy Statement”).

 

Proposal 1: The stockholders elected seven directors to serve until the next annual meeting of stockholders, and until each such director’s successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The voting results are as follows:

 

Nominee

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

 

Dr. Phillip Barnes

 

 

2,088,058

 

 

 

179,087

 

 

 

1,994,016

 

Dr. Alan Colman

 

 

2,085,363

 

 

 

181,782

 

 

 

1,994,016

 

Guy Innes

 

 

2,085,112

 

 

 

182,033

 

 

 

1,994,016

 

Kim Nguyen

 

 

2,167,404

 

 

 

99,741

 

 

 

1,994,016

 

Cameron Reynolds

 

 

2,154,815

 

 

 

112,330

 

 

 

1,994,016

 

Dr. Ethel Rubin

 

 

2,139,364

 

 

 

127,781

 

 

 

1,994,016

 

Timothy Still

 

 

2,142,270

 

 

 

124,875

 

 

 

1,994,016

 

 

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, 2026. The voting results are as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

4,152,372

 

76,635

 

32,154

 

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

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

2,127,860

 

127,935

 

11,350

 

1,994,016

 

 
2

 

 

Proposal 4: The stockholders approved the Amendment of the Restated Certificate to reduce the number of authorized shares of Common Stock from 325,000,000 to 150,000,000. The voting results are as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

4,011,189

 

218,947

 

31,025

 

Proposal 5: The stockholders approved the Company’s 2026 Stock Incentive Plan. The voting results are as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

2,078,833

 

182,048

 

6,264

 

1,994,016

 

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

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

 

Exhibit Number

 

Description

 

 

 

3.1

 

Certificate of Fourth Amendment of the Second Amended and Restated Certificate of Incorporation, as amended.

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: July 21, 2026

By:

/s/ Cameron Reynolds

 

 

 

Cameron Reynolds

 

 

 

Chief Executive Officer & President

 

 

 
4

 

 

EXHBIT INDEX

 

Exhibit Number

 

Description

 

 

 

3.1

 

Certificate of Fourth Amendment of the Second Amended and Restated Certificate of Incorporation, as amended.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL (eXtensible Business Reporting Language) document).

 

 
5

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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