Welcome to our dedicated page for Volitionrx SEC filings (Ticker: VNRX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The VolitionRx Limited (VNRX) SEC filings page provides direct access to the company’s U.S. regulatory disclosures, including current reports on Form 8-K, periodic reports, and registration-related documents. As a NYSE American-listed issuer, VolitionRx uses these filings to report material agreements, capital-raising transactions, governance changes, and other significant events related to its epigenetics and diagnostic testing business.
Recent Forms 8-K describe several key financing arrangements, such as an amended and restated securities purchase agreement with an institutional investor involving a senior secured convertible promissory note and common stock purchase warrant, underwritten public offerings of common stock and warrants, and a registered direct offering of shares and warrants to existing stockholders and insiders. Other 8-K filings detail amendments to the company’s certificate of incorporation to increase authorized common stock, results of stockholder votes at the annual meeting, and announcements of quarterly financial results and business updates.
These filings also outline the terms of VolitionRx’s securities, including conversion prices, warrant exercise prices, ownership limitations, repayment schedules, security interests in company assets, and conditions that constitute events of default. Investors can review how the company structures its capital, secures funding for research and commercialization of its Nu.Q® and related platforms, and manages its obligations to lenders and underwriters.
On Stock Titan, each VolitionRx filing is accompanied by AI-powered summaries that highlight the most important points, such as new financing terms, changes to authorized share capital, or disclosure of financial results. Users can quickly see which filings relate to earnings (often furnished under Item 2.02), which involve material definitive agreements (Item 1.01), and which concern governance or charter amendments (Items 5.02 and 5.03). This structure helps readers navigate lengthy documents and focus on the aspects most relevant to their analysis of VNRX.
Nguyen Kim reported acquisition or exercise transactions in this Form 4 filing.
VolitionRx Ltd director Kim Nguyen was awarded 178,000 restricted stock units (RSUs) of common stock on February 26, 2026. The award was made under the company’s 2024 Stock Incentive Plan in lieu of cash compensation. The RSUs are earned in twelve approximately equal monthly installments beginning February 1, 2026, then remain subject to additional time-based vesting in a single installment on February 26, 2027, conditioned on continued service. Upon vesting and settlement, Nguyen will receive one share of common stock for each RSU earned and vested. The filing also notes 30,556 shares of common stock held indirectly through Nguyen’s spouse.
Kway Jasmine reported acquisition or exercise transactions in this Form 4 filing.
VolitionRx Ltd executive Jasmine Kway reported an equity compensation grant. On February 26, 2026, she was awarded 173,000 restricted stock units (RSUs) under the company’s 2024 Stock Incentive Plan in lieu of cash compensation otherwise owed.
The RSUs will be earned in twelve approximately equal monthly installments starting March 1, 2026, and then are subject to additional time-based vesting in a single installment on February 26, 2027, contingent on her continued service. Upon vesting and settlement, she will receive one share of common stock for each RSU that has been earned and vested.
VolitionRx chief scientific officer Jacob Vincent Micallef acquired an award of 149,000 restricted stock units on February 26, 2026 under the 2024 Stock Incentive Plan in lieu of cash compensation. The RSUs are earned in roughly equal monthly installments from March 1, 2026 and remain subject to additional time-based vesting on February 26, 2027, conditioned on continued service. The filing also notes indirect holdings of 55,000 common shares by his spouse and 38,113 common shares held by Borlaug Limited, which he controls.
Innes Guy Archibald reported acquisition or exercise transactions in this Form 4 filing.
VolitionRx Ltd director Guy Archibald Innes reported an equity compensation grant. On February 26, 2026 he was awarded 178,000 restricted stock units of common stock under the 2024 Stock Incentive Plan, in lieu of cash compensation.
The RSUs are earned in twelve approximately equal monthly installments starting February 1, 2026 and then vest in a single installment on February 26, 2027, subject to his continued service. Following this award, he directly owns 1,252,967 common shares, and also reports indirect holdings through a family trust, a charitable trust and family members.
VolitionRx Limited reported several recent unregistered equity issuances tied to an existing financing arrangement and a prior private placement. Under a $7,500,000 senior secured convertible promissory note held by Lind Global Asset Management XII LLC, the company issued 1,956,178 shares of common stock on February 17, 2026 to satisfy a $416,666 payment, 2,569,753 shares on January 29, 2026 to satisfy a $583,334 payment, and 1,893,936 shares on January 16, 2026 to satisfy a $416,666 payment. These issuances were made to an existing securityholder without commissions or public offering, relying on Securities Act exemptions. The company also notes a previously reported September 18, 2025 private placement of 483,870 shares of common stock and warrants for up to an additional 483,870 shares at an exercise price of $0.682 per share, sold at a combined price of $0.62 per share and warrant for an aggregate $300,000, with similar private-offering exemptions.
VOLITIONRX LTD filing an amendment to a Schedule 13G reporting beneficial ownership of 6,449,635 common shares, representing 4.99% of the class. The filing attributes that position to Armistice Capital, LLC as investment manager of Armistice Capital Master Fund Ltd., with shared voting and dispositive power over those 6,449,635 shares. The statement is a joint filing that also names Steven Boyd and is signed on 02/17/2026.
Lagoda Investment Management, L.P. filed an amended Schedule 13G reporting beneficial ownership of 12,535,706 shares of VolitionRX Ltd common stock, representing 10.1% of the class as of December 31, 2025.
The position includes 11,463,603 common shares and warrants to purchase 1,072,103 additional shares at an exercise price of $0.60 per share. Lagoda has sole voting and dispositive power over all reported shares, which are held in managed accounts it advises. The ownership is certified as being held in the ordinary course of business and not for the purpose of changing or influencing control of VolitionRX.
VolitionRx Limited is asking stockholders to approve two major capital-structure changes. First, the company seeks authorization to issue more than 20% of its outstanding common stock to Lind Global Asset Management XII LLC so that all shares potentially issuable under existing convertible notes and warrants comply with NYSE American Rule 713.
As of the February 9, 2026 record date, VolitionRx had 135,565,326 common shares outstanding. Second, the board is requesting flexible authority to implement a reverse stock split at a ratio between 1‑for‑5 and 1‑for‑20, if it later decides this is in stockholders’ best interests. The reverse split is tied to covenants in the Lind financing and is also described as a tool that could help address the company’s low share price and NYSE American continued listing deficiencies. Both proposals require approval by a majority of voting power present, and the board unanimously recommends voting “FOR” each item.
VolitionRx Limited received a notice from NYSE American on February 6, 2026 stating that it is not in compliance with several continued listing standards that require minimum stockholders’ equity levels of $2.0 million, $4.0 million, and $6.0 million tied to multi-year net losses.
The company must submit a plan by March 8, 2026 describing how it will regain compliance by August 6, 2027. During this period, VolitionRx’s common stock will continue trading on NYSE American under the symbol VNRX.BC, indicating it is below compliance, and its business operations and SEC reporting are unchanged.
If VolitionRx does not submit an acceptable plan, does not make sufficient progress, or does not regain compliance by the deadline, NYSE American may initiate delisting proceedings, although the company may appeal any staff delisting determination.