Volitionrx SEC Filings

VolitionRx Limited filed Amendment No. 1 to its Quarterly Report for the period ended June 30, 2025. The amendment is described as a technical update filed solely to add missing exhibits that were inadvertently omitted from the original filing. Newly included are Exhibit 5.1, a legal opinion from Stradling Yocca Carlson & Rauth LLP, and Exhibit 10.2, Amendment No. 1 to the Capital On Demand^TM Sales Agreement with JonesTrading Institutional Services LLC. The company also provides updated Section 302 Sarbanes-Oxley CEO and CFO certifications (Exhibits 31.3 and 31.4). The company states that no financial statements or other disclosures from the original report have been changed, and the amendment does not update the company’s financial position or results. As of August 7, 2025, 107,595,421 shares of common stock were issued and outstanding.

Armistice Capital, LLC and Steven Boyd filed a joint Schedule 13G/A reporting shared beneficial ownership of 9,804,352 shares of VolitionRx Ltd common stock, representing 9.99% of the class. The filing states Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the shares, and that Armistice exercises voting and investment power over those securities under an Investment Management Agreement. Mr. Boyd, as managing member of Armistice Capital, is reported to share voting and dispositive power. The filing indicates no sole voting or dispositive power and affirms the holdings were acquired in the ordinary course of business and not for the purpose of changing control.

VolitionRX Limited (VNRX) reports a quarter marked by multiple equity financings and ongoing operational risks. The company raised net proceeds of approximately $6.4M from an August 2024 equity offering, $2.3M in March 2025 shares and warrants, $1.9M in December 2024 warrants and shares, and $5.8M net from the Lind offering, plus roughly $161,075 from ATM sales through June 30, 2025. Several warrant and pre-funded warrant issuances create potential dilution, with 58,234,651 potential common share equivalents excluded from diluted EPS as anti-dilutive. The filing discloses a going concern auditor opinion and identified material weaknesses in internal control over financial reporting. Product lines cited include Nu.Q Vet, Nu.Q NETs, Nu.Q Discover and Capture-PCR™ alongside ongoing efforts to centralize accounting and strengthen controls.

VolitionRx Limited filed a current report describing that it has released its financial results and business updates for the quarter ended June 30, 2025. The company issued a press release on August 14, 2025 and scheduled a conference call for August 15, 2025 at 8:30 a.m. U.S. Eastern Time to discuss these results. The press release containing the detailed financial information and updates is included as Exhibit 99.1 to the report and is being furnished rather than filed under the securities laws.

VolitionRx Limited is increasing its at-the-market stock offering to permit sales of up to $30,000,000 of common stock under an amended Capital on Demand Sales Agreement with JonesTrading. The company initially registered up to $7,500,000 of common stock and has sold 837,824 shares for gross proceeds of $527,141.26 through JonesTrading under the original agreement. This supplement updates the existing shelf registration so the company can continue issuing shares from time to time on the NYSE American, where its stock trades under the symbol VNRX. VolitionRx also notes that, as of June 20, 2025, its public float was $88,258,714, based on 103,982,020 shares outstanding and 95,933,385 non-affiliate shares at a price of $0.92 per share, meaning it is no longer subject to the Form S-3 I.B.6 size limits.

Lagoda Investment Management, L.P. reports that its managed accounts held 11,705,000 shares of VolitionRX Ltd common stock as of June 30, 2025, representing 11.3% of the outstanding shares. The filing states the Reporting Person has sole voting and sole dispositive power over all 11,705,000 shares. The report cites 103,982,020 shares outstanding for VolitionRX used to calculate the percentage. The Schedule 13G/A indicates the stake is held in the ordinary course of business and was not acquired to influence control of the issuer.

On 08/05/2025, VolitionRx Ltd. (VNRX) director Guy Archibald Innes filed Form 4 reporting the purchase of 78,125 common shares at $0.64 per share, executed through the company’s registered direct offering. The transaction lifts his direct holding to 966,814 shares.

The filing also lists significant indirect ownership: 1,400,000 shares held by The Innes Family Bare Trust 2023 (where Innes is trustee), 356,000 shares held by The Dill Faulkes Educational Trust Ltd., and a combined 618,014 shares registered in the names of his son (309,006) and daughter (309,008). Innes shares voting/dispositive control over these blocks and disclaims beneficial ownership of the DFET position beyond any pecuniary interest.

No derivative securities were reported, and the form was signed on 08/06/2025.

VolitionRx Ltd. (VNRX) – Form 4 filing

On 08/05/2025, President, CEO & Director Cameron John Reynolds purchased 78,125 shares of common stock at $0.64 per share during the company’s registered direct offering (transaction code “P”). The acquisition raises his direct holdings to 2,609,847 shares. Reynolds also controls 1,007,718 shares through Concord International, Inc. and 34,076 shares held by his spouse, bringing his total beneficial ownership to roughly 3.65 million shares. No derivative securities were exercised or sold, and no dispositions were reported.

This insider buy represents an out-of-pocket investment of approximately $50,000, strengthening management’s alignment with shareholders. The shares were obtained via a primary issuance, indicating additional capital raised by the company.

Form 4 discloses that Salvatore T. Butera, CEO of Volition Veterinary and an officer of VolitionRx (VNRX), had 6,393 common shares automatically withheld on 01-Aug-2025 (code “F”) to cover taxes due on the vesting of 23,377 restricted stock units received in lieu of cash compensation. The withheld shares were cancelled by the company; neither the insider nor VolitionRx executed an open-market sale. After the transaction Mr. Butera owns 303,524 shares directly and 99,350 shares jointly with his spouse, keeping his overall economic stake largely intact. No derivative securities were transacted. Because the action was tax-related and not a discretionary sale or purchase, it carries limited insight into management’s view of valuation, but it does confirm the continued equity alignment of a key executive.