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.
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.
VolitionRx Limited is registering 17,968,090 shares of common stock for resale by existing investors. These shares include stock already issued in private placements and shares that may be issued from a secured convertible note and related warrants.
The offering is entirely by selling stockholders; the company will not receive any proceeds from sales under this prospectus, though it has paid the registration costs. Shares may be sold over time on the NYSE American under “VNRX” or in private deals at market or negotiated prices.
The largest selling holder is Lind Global Asset Management XII LLC, which holds convertible notes and warrants subject to 4.99% and 19.99% ownership caps, while another holder, Elli Lerner, is also registering shares issuable from warrants. This structure could create meaningful share overhang if large blocks are sold.
VolitionRx Ltd. Chief Commercial Officer Gael Forterre reported a tax‑related share withholding tied to equity compensation. On February 1, 2026, VolitionRx retained and cancelled 2,010 shares of common stock at $0.285 per share to satisfy Forterre’s tax withholding obligations upon settlement of 4,863 restricted stock units that had been granted in lieu of cash compensation. No shares were sold by Forterre or VolitionRx in this transaction. After this adjustment, Forterre directly held 189,872 common shares, with additional indirect holdings of 5,000 shares through his spouse and 32,500 shares through Armorica Partners, LLC, an entity he controls but for which he disclaims beneficial ownership beyond his pecuniary interest.
VolitionRx Ltd. reported a tax-related share withholding for its Secretary, Rodney Gerard Rootsaert. On February 1, 2026, the company retained and cancelled 3,196 shares of common stock at $0.285 per share to cover tax obligations arising from the settlement of 7,611 restricted stock units that had been granted in lieu of cash compensation. No shares were sold by Rootsaert or by VolitionRx in this transaction. After the withholding, Rootsaert beneficially owns 162,262 shares of common stock directly and 1,007,718 shares indirectly through Concord International, Inc., where he is a controlling director sharing voting and dispositive power.
VolitionRx Ltd (VNRX) general counsel reports tax‑withholding share cancellation. On February 1, 2026, officer Nicholas Plummer had 5,647 shares of common stock withheld and retained by VolitionRx for cancellation at $0.285 per share to cover tax obligations on the settlement of restricted stock units.
After this non‑market transaction, Plummer beneficially owned 233,137 shares of common stock directly. The footnote clarifies that no shares were sold by either the reporting person or VolitionRx; the shares were simply canceled to satisfy withholding taxes on equity compensation granted in lieu of cash pay.
VolitionRx Limited is asking stockholders to approve two major actions at a special meeting on March 31, 2026. First, the company seeks authorization to issue additional common shares to Lind Global Asset Management XII LLC in connection with existing convertible notes and warrants that could exceed 20% of current outstanding shares, as required by NYSE American Rule 713. These instruments include a 2025 note with an initial principal of $7,500,000 and a 2026 note with an initial principal of $2,400,000, both convertible into stock and paired with multi‑year warrants.
Second, the board requests flexibility to implement a reverse stock split of the common stock at a ratio between 1‑for‑5 and 1‑for‑20, at its discretion, primarily to meet a covenant in the Lind agreement and address the low share price. A reverse split would reduce the roughly 130.99 million shares outstanding as of January 20, 2026 while leaving each holder’s proportional ownership largely unchanged, aside from rounding up fractional shares to whole shares. The board unanimously recommends voting “FOR” both proposals.
VolitionRx Ltd director Ethel Rubin reported an equity award tied to performance goals. On March 17, 2025 she was granted 40,000 restricted stock units (RSUs) under the company’s 2024 Stock Incentive Plan. Certain corporate performance goals were achieved, so rights to 12,000 RSUs vested and were reflected as an acquisition of 12,000 shares of common stock at $0 on January 22, 2026, bringing her directly held common stock to 74,948 shares.
The 12,000 vested RSUs are subject to a three-year time-based schedule, vesting in three equal installments of 4,000 units on March 17, 2026, 2027 and 2028, with one share of common stock delivered for each vested RSU. The rights to the remaining 28,000 RSUs from the original grant did not vest based on the applicable performance goals and were cancelled on June 30, 2025 and January 22, 2026.