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.
VolitionRx Limited filings document an operating epigenetics diagnostics company with public-company disclosures centered on Nu.Q® assays, capital structure and exchange compliance. Recent 8-K reports and proxy materials cover shareholder votes on common-stock issuance capacity and reverse-stock-split authority, the effectiveness of a one-for-twenty reverse split, and amendments to the company’s certificate of incorporation.
The filing record also includes material-event reports on NYSE American continued-listing standards, annual financial-result updates, unregistered sales of equity securities, convertible-note share settlements, private placements and warrants. These documents describe governance approvals, security-holder rights, financing mechanics, listing-compliance matters and operating updates for Volition’s diagnostics and monitoring business.
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.
VolitionRx Ltd director Guy Archibald Innes filed a Form 4 reporting equity compensation tied to prior restricted stock unit (RSU) awards. On March 17, 2025 he was granted 40,000 RSUs under the 2024 Stock Incentive Plan, subject to corporate performance and time-based vesting conditions. Certain performance goals were achieved, so rights with respect to 12,000 RSUs vested, while the remaining 28,000 RSUs were cancelled on June 30, 2025 and January 22, 2026.
Following the reported transaction, Innes directly holds 1,074,967 shares of common stock. He also has indirect interests, including 1,400,000 shares held by The Innes Family Bare Trust 2023 and 356,000 shares held by The Dill Faulkes Educational Trust Limited, where he disclaims beneficial ownership except to the extent of any pecuniary interest.
VolitionRx Ltd Chief Commercial Officer Gael Forterre reported an acquisition of 38,100 shares of common stock on January 22, 2026, at a price of $0 per share, reflecting vesting of previously granted restricted stock units (RSUs). Following this transaction, he directly holds 191,882 shares of common stock, with additional indirect holdings of 5,000 shares held by his spouse and 32,500 shares held by Armorica Partners, LLC, an entity he controls.
The footnotes explain that he was granted 127,000 RSUs on March 17, 2025 under the 2024 Stock Incentive Plan. Corporate performance goals were partially met, causing 38,100 RSUs to vest, while the remaining 88,900 RSUs were cancelled on June 30, 2025 and January 22, 2026. The vested RSUs remain subject to a three-year time-based schedule, vesting in three equal installments of 12,700 units on each of March 17, 2026, 2027 and 2028, when settled into common stock.