VolitionRx Insider Filing: 17,424 RSUs Granted to Director Kim Nguyen

Rhea-AI Filing Summary

VolitionRx Limited (VNRX) director Kim Nguyen was awarded 17,424 restricted stock units (RSUs) on August 15, 2025 in lieu of cash compensation under the companys 2015 Stock Incentive Plan. The RSUs are earned in six approximately equal monthly installments beginning August 1, 2025, and once earned they remain subject to additional time-based vesting in two equal installments of 8,712 units on November 1, 2025 and February 1, 2026. Upon vesting and settlement, each RSU converts to one share of common stock. After the award, the reporting person beneficially owned 115,816 shares directly and 30,556 shares indirectly (by spouse).

Positive

• Director compensation awarded as RSUs instead of cash, conserving company cash resources as explicitly stated
• Clear vesting schedule with earning and vesting dates provided, offering transparency on when shares may be issued

Negative

• Potential dilution from conversion of 17,424 RSUs to common shares upon vesting, as explicitly stated
• No information on total outstanding shares is provided in the filing, so the dilution impact relative to share count cannot be assessed from this document alone

Insights

Corporate Governance Expert

TL;DR: Director received time‑based RSUs replacing cash pay, with staggered earning and vesting through Feb 2026.

The award reflects a common practice of compensating directors with equity rather than cash. The RSU structure has two layers: monthly earning across six installments starting August 1, 2025, then additional time‑based vesting into two equal tranches on November 1, 2025 and February 1, 2026. This design ties ultimate share delivery to continued service through the vesting dates. The Form 4 discloses the directors direct and indirect holdings, enabling investors to track potential dilution timing and insider selling constraints once shares are issued.

Securities Analyst

TL;DR: The transaction is a routine director compensation award and is not a market‑moving event by itself.

Seventeen thousand four hundred twenty‑four RSUs at $0 price indicate compensation issuance rather than a market purchase. The filing shows 115,816 shares owned directly and 30,556 indirectly after the award, providing transparency on insider holdings. There are no derivative transactions reported. The timing and size of these RSUs are disclosed clearly, but the form contains no financial performance metrics or indications of material strategic changes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nguyen Kim

(Last) (First) (Middle)

1489 WEST WARM SPRINGS ROAD

SUITE 110

(Street)

HENDERSON NV 89014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VOLITIONRX LTD [ VNRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2025		A		17,424(1)	A	$0	115,816	D
Common Stock								30,556	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On August 15, 2025, the reporting person was awarded 17,424 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan in lieu of cash compensation that would otherwise have been owed to the reporting person. The RSUs are earned in six approximately equal monthly installments commencing on August 1, 2025. Once earned, they will remain subject to additional time-based vesting in two equal installments of 8,712 units on each of November 1, 2025 and February 1, 2026, respectively, and are generally subject to continued service by the reporting person throughout each applicable earning and vesting date. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have been earned and vested as of the applicable vesting date.

Remarks:

	/s/ Kim Nguyen	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did VolitionRx (VNRX) report on Form 4 for Kim Nguyen?

Kim Nguyen was awarded 17,424 RSUs on 08/15/2025 under the 2015 Stock Incentive Plan, earned in six monthly installments beginning 08/01/2025 and subject to additional vesting on 11/01/2025 and 02/01/2026.

How many shares does the reporting person own after the transaction?

After the award, the reporting person beneficially owned 115,816 shares directly and 30,556 shares indirectly (by spouse), as stated on the Form 4.

Will the RSUs convert to common stock and when?

Yes. Upon vesting and settlement, each RSU will convert to one share of common stock equal to the number of RSUs earned and vested as of the applicable vesting date.

Was any cash paid for these RSUs?

No cash price is reported; the filing shows the RSUs were issued at a price of $0 in lieu of cash compensation.

Does the Form 4 show any derivative transactions by Kim Nguyen?

No derivative securities (options, warrants, convertible securities) are reported in Table II of this Form 4.