VolitionRx enacts 1-for-20 reverse stock split

VolitionRx Limited has implemented a reverse stock split of its common shares.

Rhea-AI Filing Summary

VolitionRx Limited has implemented a reverse stock split of its common shares. The board of directors approved a one-for-twenty ratio after receiving prior stockholder authorization at a special meeting held on March 31, 2026.

The company filed a Certificate of Third Amendment to its Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, making the reverse split effective as of 12:01 a.m. ET on April 28, 2026. The amendment also sets out how fractional shares of common stock will be treated.

Insights

Equity structure and corporate actions analyst

VolitionRx consolidates shares via a 1-for-20 reverse split.

VolitionRx Limited’s board has executed a one-for-twenty reverse stock split of its common stock, following prior stockholder approval. This action amends the Second Amended and Restated Certificate of Incorporation through a Certificate of Third Amendment filed in Delaware.

The reverse split becomes effective at 12:01 a.m. ET on April 28, 2026. The amendment also specifies how fractional common shares will be handled. While a reverse split changes the share count and trading price mechanics, its practical impact will depend on how the post-split stock trades and future company disclosures.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Reverse split ratio: 1-for-20 Effective time and date: 12:01 a.m. ET on April 28, 2026 Stockholder approval date: March 31, 2026

3 metrics

Reverse split ratio 1-for-20 Board-approved reverse stock split of common stock

Effective time and date 12:01 a.m. ET on April 28, 2026 Reverse stock split effectiveness

Stockholder approval date March 31, 2026 Special meeting authorizing board to implement reverse split

Key Terms

reverse stock split, Certificate of Third Amendment, Second Amended and Restated Certificate of Incorporation, Material Modification to Rights of Security Holders

4 terms

reverse stock split financial

"to effect a reverse stock split (the “Reverse Stock Split”) of the outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Certificate of Third Amendment regulatory

"the Company filed a Certificate of Third Amendment of the Second Amended and Restated Certificate"

Second Amended and Restated Certificate of Incorporation regulatory

"amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”)"

Material Modification to Rights of Security Holders regulatory

"Item 3.03. Material Modification to Rights of Security Holders."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate action did VolitionRx (VNRX) disclose in this 8-K?

VolitionRx disclosed that its board implemented a reverse stock split of the company’s common stock. The split was previously authorized by stockholders and required amending the Second Amended and Restated Certificate of Incorporation through a Certificate of Third Amendment filed in Delaware.

What is the reverse stock split ratio for VolitionRx (VNRX)?

The board approved a one-for-twenty reverse stock split of VolitionRx’s common stock. This means each block of twenty pre-split shares is converted into one post-split share, adjusting the share count while leaving overall ownership percentages unchanged for stockholders.

When does the VolitionRx (VNRX) reverse stock split become effective?

The reverse stock split becomes effective at 12:01 a.m. ET on April 28, 2026. This effective time is set by the Certificate of Third Amendment to the Second Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State.

Did VolitionRx (VNRX) stockholders approve the reverse stock split?

Yes. Stockholders approved granting the board discretion to implement a reverse stock split at a special meeting held on March 31, 2026. The board later chose a one-for-twenty ratio within the stockholder-approved range and then filed the charter amendment.

How will fractional shares be treated in the VolitionRx (VNRX) reverse split?

The filing states that the charter amendment describes the treatment of fractional shares of common stock upon effectiveness of the reverse split. Specific mechanics are set out in the Certificate of Third Amendment attached as Exhibit 3.1 to the report.

What document implements the VolitionRx (VNRX) reverse stock split?

VolitionRx implemented the reverse split through a Certificate of Third Amendment to its Second Amended and Restated Certificate of Incorporation. This document, filed with the Delaware Secretary of State, amends Section 6.1 of Article 6 and is included as Exhibit 3.1.

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

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Accepted by SEC EDGAR 04/28/2026 - 05:00 PM EDT Learn about SEC filing dates

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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): April 28, 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 from 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 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein.

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

As previously announced, at a special meeting held on March 31, 2026, the stockholders of VolitionRx Limited (the “Company”) approved a proposal granting the Company’s board of directors (the “Board”) the authority to exercise its discretion to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”), to effect a reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), with the specific ratio to be determined by the Board within the range that was approved by the stockholders of the Company in connection therewith. The Board subsequently approved the Reverse Stock Split at a ratio of one-for-twenty.

On April 27, 2026, the Company filed a Certificate of Third Amendment of the Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State, which amended Section 6.1 of Article 6 of the Restated Certificate, effective as of 12:01 a.m. ET on April 28, 2026, to (i) give effect to the Reverse Stock Split, and (ii) describe the treatment of any fractional shares of Common Stock upon the effectiveness of the Reverse Stock Split.

The foregoing summary of the terms of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Third Amendment of the Second Amended and Restated Certificate of Incorporation of VolitionRx Limited
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: April 28, 2026	By:	/s/ Cameron Reynolds
		Cameron Reynolds
		Chief Executive Officer & President

3

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-3.1 CERTIFICATE OF THIRD AMENDMENT 8.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB