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 Ltd. director Mickie Henshall reported an acquisition of 12,000 shares of common stock on January 22, 2026, at a price of $0 per share, bringing her directly held stake to 44,206 shares.
The shares relate to a March 17, 2025 award of 40,000 restricted stock units (RSUs) under the company’s 2024 Stock Incentive Plan. Those RSUs were tied to specific corporate performance goals and time-based vesting. Only part of the performance criteria was achieved, so rights to 12,000 RSUs vested, while rights to the remaining 28,000 RSUs were cancelled on June 30, 2025 and January 22, 2026.
The 12,000 vested RSUs are also subject to a three-year time-based schedule, vesting in three equal tranches of 4,000 units on March 17, 2026, 2027 and 2028. Upon each vesting and settlement, Henshall will receive one share of VolitionRx common stock for each RSU that vests.
VolitionRx Ltd director Nguyen Kim reported acquiring 12,000 shares of common stock on January 22, 2026. The shares were acquired at $0 per share through the vesting of restricted stock units (RSUs) previously granted under the company’s 2024 Stock Incentive Plan.
The RSU grant originally covered 40,000 units tied to specific corporate performance goals and time-based vesting. Performance conditions were only met for 12,000 RSUs, which continue to vest in three equal installments of 4,000 units on March 17, 2026, 2027 and 2028, with settlement in common stock upon vesting. The remaining 28,000 RSUs were cancelled after performance goals were not met.
Following this transaction, Nguyen Kim beneficially owns 127,816 shares directly and an additional 30,556 shares indirectly through a spouse.
VolitionRx Ltd insider Jasmine Kway reported an equity award tied to previously granted restricted stock units. On January 22, 2026, she acquired 42,000 shares of common stock at $0 per share, reflecting vesting of part of a 140,000-unit RSU grant awarded on March 17, 2025 under the 2024 Stock Incentive Plan. Certain corporate performance goals were met, causing 42,000 RSUs to vest, while the remaining 98,000 RSUs were cancelled on June 30, 2025 and January 22, 2026. The vested RSUs are subject to additional time-based vesting in three equal installments of 14,000 units on March 17 of 2026, 2027 and 2028. After this transaction, Kway beneficially owned 245,614 shares of common stock directly and 10,400 shares indirectly through her spouse.
VolitionRx Limited entered into an amended and restated securities purchase agreement with Lind Global Asset Management XII LLC, providing $2,000,000 in funding through a new financing package. In return, Lind receives a Senior Secured Convertible Promissory Note with a $2,400,000 principal amount and a five-year warrant to purchase 7,000,350 common shares at $0.5714 per share.
The note does not accrue interest and is scheduled to be repaid over 18 monthly installments of $133,333, starting six months after issuance, with the option to repay in cash, stock, or a mix of both, subject to conditions. Lind can convert the note at $0.5714 per share into up to 4,200,210 shares and may accelerate up to two monthly payments to as much as $1,000,000 each.
Share issuance is constrained by ownership caps of 4.99% or 9.99% and a 19.99% stockholder approval threshold under NYSE American rules. The note is secured by a first-priority lien on all company assets and subsidiary guarantees, and includes default and change-of-control provisions that can increase repayment to between 105% and 120% of outstanding principal. VolitionRx agreed to file a registration statement to register the resale of shares issuable under the note and warrant.
VolitionRx Limited entered into an amended and restated securities purchase agreement with Lind Global Asset Management XII LLC, providing $2,000,000 in funding through a new financing package. In return, Lind receives a Senior Secured Convertible Promissory Note with a $2,400,000 principal amount and a five-year warrant to purchase 7,000,350 common shares at $0.5714 per share.
The note does not accrue interest and is scheduled to be repaid over 18 monthly installments of $133,333, starting six months after issuance, with the option to repay in cash, stock, or a mix of both, subject to conditions. Lind can convert the note at $0.5714 per share into up to 4,200,210 shares and may accelerate up to two monthly payments to as much as $1,000,000 each.
Share issuance is constrained by ownership caps of 4.99% or 9.99% and a 19.99% stockholder approval threshold under NYSE American rules. The note is secured by a first-priority lien on all company assets and subsidiary guarantees, and includes default and change-of-control provisions that can increase repayment to between 105% and 120% of outstanding principal. VolitionRx agreed to file a registration statement to register the resale of shares issuable under the note and warrant.
VolitionRx Limited reported a leadership change at its majority-owned subsidiary, Volition Veterinary Diagnostics Development, LLC. On December 5, 2025, Volition Veterinary gave notice to terminate the employment agreement of its Chief Executive Officer, Dr. Salvatore Thomas Butera, effective January 31, 2026. The company states this decision was made for operational reasons and not due to any disagreement or dispute about operations, policies, or practices. As part of ongoing cost-realignment efforts, Volition Veterinary will eliminate the Chief Executive Officer position and redistribute Dr. Butera’s duties within the organization. After his employment ends, Dr. Butera is expected to continue with Volition Veterinary on a part-time consulting basis, providing advisory services under mutually agreed terms.
VolitionRx Ltd (VNRX) reported an insider share purchase by its President, CEO, and Director, Cameron John Reynolds. On 11/17/2025, he acquired 20,000 shares of common stock in an open market transaction at $0.35 per share. Following this purchase, he holds 2,554,847 common shares directly. In addition, there are 1,007,718 shares held indirectly through Concord International, Inc., where he is the majority shareholder and shares voting and dispositive control, and 34,076 shares held indirectly through his spouse.
VolitionRx (VNRX): Ownership update — Armistice Capital, LLC and Steven Boyd filed Schedule 13G/A (Amendment No. 4) reporting beneficial ownership of 9,380,425 shares of VolitionRx common stock, representing 8.72% of the class. The filing reports shared voting and dispositive power over 9,380,425 shares and no sole voting or dispositive power.
The percentage is based on 107,595,421 shares outstanding as of August 7, 2025, as disclosed by the company. Armistice Capital is the investment manager to the direct holder (Armistice Capital Master Fund Ltd.), and Steven Boyd is Armistice Capital’s managing member. The securities are certified as held in the ordinary course of business and not for the purpose of changing or influencing control.
VolitionRx Limited reported Q3 2025 results showing continued losses and tight liquidity. Revenue was $627,277, with an operating loss of $5,100,990 and a net loss of $5,409,791 for the quarter. For the nine months, revenue reached $1,280,350 and net loss totaled $17,200,488.
Cash and cash equivalents were $199,407 as of September 30, 2025. The company disclosed substantial doubt about its ability to continue as a going concern. Total liabilities were $42,398,447 and stockholders’ deficit was $35,949,562 as of quarter-end.
VolitionRx raised capital through several transactions in 2025, including net proceeds of approximately $2.3 million in March and $1.21 million in August registered direct offerings, a $0.3 million private placement in September, and about $880,862 via its 2025 ATM Sales Agreement. The company also issued a $7.5 million senior secured convertible note, receiving net proceeds of $5,774,202, and later increased its ATM capacity from $7.5 million to $30.0 million. Shares outstanding were 122,801,572 as of November 7, 2025.
VolitionRx Limited furnished an Item 2.02 Form 8-K announcing it issued a press release with financial results and business updates for the quarter ended September 30, 2025. The company also confirmed a conference call on November 14, 2025 at 8:30 a.m. U.S. Eastern Time. The press release is included as Exhibit 99.1 and is incorporated by reference. The information is being furnished, not filed, under the Exchange Act.
VolitionRx Limited (VNRX) filed an amended 8-K to correct a typographical error and detail changes to its October 10, 2025 underwriting terms. The company and Newbridge Securities modified the over-allotment option so it can be exercised for shares, warrants, or any combination.
On November 7, 2025, the underwriter exercised the option for 1,194,000 Option Shares and 1,732,500 Option Warrants at the same public pricing allocation as the offering ($0.51 per share and $0.01 per warrant, less a 7.0% underwriting discount), generating $582,426 in net proceeds to the company after expenses. In connection with this exercise, VolitionRx issued 83,580 underwriter warrants at a $0.63 exercise price, exercisable six months after issuance and expiring five years after the offering’s closing.