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 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.