Volitionrx SEC Filings

VolitionRx Ltd. insider Andrew Retter, Chief Medical Officer and director, was awarded 19,524 restricted stock units (RSUs) on 08/15/2025 in lieu of cash compensation. The RSUs are scheduled to be earned in six approximately equal monthly installments beginning 09/01/2025 and, once earned, will remain subject to additional time-based vesting in two equal installments of 9,762 units on 11/01/2025 and 02/01/2026. The RSUs are contingent on the reporting persons continued service during the earning and vesting periods. After the award, the reporting person beneficially owns 151,156 shares of common stock as reported on the Form 4.

VolitionRX Limited insider filing (Form 4) reports that director and officer Nicholas Plummer was awarded 24,031 restricted stock units (RSUs) on 08/15/2025 in lieu of cash compensation. The RSUs are granted under the Issuer's 2015 Stock Incentive Plan, have a reported price of $0, and will be earned in six approximately equal monthly installments beginning 09/01/2025. Once earned, the awards remain subject to additional time-based vesting in two installments of 12,016 units on 11/01/2025 and 12,015 units on 02/01/2026. The filing shows 207,877 shares beneficially owned by the reporting person following the transaction.

VolitionRX Limited director Ethel Rubin was awarded 17,424 restricted stock units (RSUs) on August 15, 2025 under the companys 2015 Stock Incentive Plan in lieu of cash compensation. The RSUs are earned in six approximately equal monthly installments beginning August 1, 2025, and once earned they remain subject to further time-based vesting in two equal installments of 8,712 units on each of November 1, 2025 and February 1, 2026. Vesting and settlement will deliver common stock equal to the number of RSUs earned and vested, and continued service is generally required through each applicable earning and vesting date. Following the award, the reporting person beneficially owns 62,948 shares. The Form 4 was signed by Ethel Rubin on August 19, 2025.

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).

VolitionRX Limited director and CEO - Singapore Jasmine Kway was granted 12,507 restricted stock units (RSUs) on 08/15/2025 in lieu of cash compensation. The RSUs are earned in six approximately equal monthly installments beginning 09/01/2025 and, once earned, remain subject to additional time-based vesting in two installments of 6,254 RSUs on 11/01/2025 and 6,253 RSUs on 02/01/2026. Upon vesting and settlement, each vested RSU converts into one share of common stock. Following the award, the reporting person beneficially owns 203,614 shares, with 10,400 shares held indirectly by spouse.

Gael Forterre, Chief Commercial Officer of VolitionRx Limited (VNRX), was awarded 9,727 restricted stock units (RSUs) on August 15, 2025 in lieu of cash compensation. The RSUs are payable in shares upon settlement and will be earned in six approximately equal monthly installments beginning September 1, 2025. Once earned, the RSUs remain subject to additional time-based vesting in two installments of 4,864 units on November 1, 2025 and 4,863 units on February 1, 2026, and require continued service for each applicable earning and vesting date.

Following the award, Mr. Forterre directly beneficially owns 166,427 shares and indirectly holds 5,000 shares through his spouse and 32,500 shares managed by Armorica Partners, LLC, of which he is the managing director and sole shareholder; he disclaims beneficial ownership except for pecuniary interest.

VolitionRx Limited filed Amendment No. 1 to its Quarterly Report for the period ended June 30, 2025. The amendment is described as a technical update filed solely to add missing exhibits that were inadvertently omitted from the original filing. Newly included are Exhibit 5.1, a legal opinion from Stradling Yocca Carlson & Rauth LLP, and Exhibit 10.2, Amendment No. 1 to the Capital On Demand^TM Sales Agreement with JonesTrading Institutional Services LLC. The company also provides updated Section 302 Sarbanes-Oxley CEO and CFO certifications (Exhibits 31.3 and 31.4). The company states that no financial statements or other disclosures from the original report have been changed, and the amendment does not update the company’s financial position or results. As of August 7, 2025, 107,595,421 shares of common stock were issued and outstanding.

Armistice Capital, LLC and Steven Boyd filed a joint Schedule 13G/A reporting shared beneficial ownership of 9,804,352 shares of VolitionRx Ltd common stock, representing 9.99% of the class. The filing states Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the shares, and that Armistice exercises voting and investment power over those securities under an Investment Management Agreement. Mr. Boyd, as managing member of Armistice Capital, is reported to share voting and dispositive power. The filing indicates no sole voting or dispositive power and affirms the holdings were acquired in the ordinary course of business and not for the purpose of changing control.

VolitionRX Limited (VNRX) reports a quarter marked by multiple equity financings and ongoing operational risks. The company raised net proceeds of approximately $6.4M from an August 2024 equity offering, $2.3M in March 2025 shares and warrants, $1.9M in December 2024 warrants and shares, and $5.8M net from the Lind offering, plus roughly $161,075 from ATM sales through June 30, 2025. Several warrant and pre-funded warrant issuances create potential dilution, with 58,234,651 potential common share equivalents excluded from diluted EPS as anti-dilutive. The filing discloses a going concern auditor opinion and identified material weaknesses in internal control over financial reporting. Product lines cited include Nu.Q Vet, Nu.Q NETs, Nu.Q Discover and Capture-PCR™ alongside ongoing efforts to centralize accounting and strengthen controls.