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 entered into an underwriting agreement for an underwritten public offering of 11,550,000 shares of common stock with accompanying warrants at a combined price of $0.52 per share and warrant, including a 30‑day option for 1,732,500 additional shares and warrants. After fees and expenses, the Company expects approximately $5.4 million in net proceeds.
The warrants are immediately exercisable at $0.60 per share for five years and include a beneficial ownership cap of 4.99% (or 9.99% at the holder’s election). The underwriter will receive warrants to purchase up to 929,775 shares at $0.63, exercisable starting six months after issuance for five years. Certain directors and officers purchased 254,229 shares and accompanying warrants on the same terms. The offering was made off the Company’s effective Form S-3 shelf and closed on October 14, 2025.
VolitionRx plans to use proceeds for research and continued product development, clinical studies, commercialization, working capital and other general corporate purposes, including potential strategic acquisitions. As disclosed in the related prospectus supplement, cash and cash equivalents were estimated at approximately $0.3 million as of September 30, 2025.
VolitionRx Limited is offering 11,550,000 shares of common stock together with accompanying warrants to purchase 11,550,000 shares at a combined price of $0.52 per share-and-warrant, including $0.01 allocated to each warrant. The warrants are exercisable immediately at $0.60 per share and expire five years from issuance, subject to a 4.99% or 9.99% beneficial ownership limitation. The underwriter has a 30‑day option to purchase up to an additional 1,732,500 shares and accompanying warrants.
The offering implies a gross proceed of $6,006,000, underwriting discounts of $420,420, and proceeds to the company before expenses of $5,585,580; net proceeds are estimated at approximately $5.4 million. The company plans to use the funds for research and product development, clinical studies, commercialization, working capital and general corporate purposes, including potential strategic acquisitions. Shares outstanding are expected to be 115,532,020 immediately after the offering, excluding any warrant exercises. Certain directors and officers agreed to purchase an aggregate of 254,229 units. The warrants will not be listed, which may limit their liquidity. Underwriter warrants equal to 7.0% of shares sold (808,500, or 929,775 if the option is fully exercised) carry a $0.63 exercise price.
VolitionRx Limited is launching an underwritten public offering of common stock bundled with five-year common stock warrants, with each share sold together with one warrant. The warrants are immediately exercisable, include 4.99% or 9.99% beneficial ownership caps, and will not be listed on any exchange, limiting their liquidity.
The company plans to use net proceeds for research and product development, clinical studies, commercialization, working capital and potential strategic acquisitions. VolitionRx highlights substantial existing warrants, options and RSUs and warns that new investors will face immediate and potentially further dilution. Auditors have issued a “going concern” opinion, and the company does not expect to pay cash dividends, so returns would rely on share price appreciation.
Ann-Louise Batchelor, Group Chief Marketing Officer and director at VolitionRx Ltd (VNRX), reported a non‑derivative transaction where 6,110 shares of common stock were disposed on 10/04/2025 at a price of $0.648 per share. After the reported transaction her direct holdings are 148,172 shares, with an additional 29,406 shares held indirectly by her spouse. The filing explains these 6,110 shares were retained by the company for cancellation to satisfy tax withholding on the settlement of 13,000 restricted stock units; the reporting person did not sell shares.
VolitionRx Ltd. reporting person Salvatore Thomas Butera filed a Form 4 disclosing changes in beneficial ownership dated 10/04/2025. The filing shows dispositions totaling 105,184 shares of common stock: 5,834 shares were surrendered to satisfy tax withholding on the settlement of 21,333 restricted stock units and 99,350 shares are jointly owned with the reporting person’s spouse and were reported as disposed. After the reported transactions, the reporting person beneficially owns 326,451 shares directly. The filing states no shares were sold by the reporting person or by VolitionRx in the withholding transaction; instead, shares were retained by the company for tax withholding purposes.
Insider Form 4 — VolitionRx Ltd (VNRX)
Rodney Gerard Rootsaert, a company officer and director, reported a disposition of 4,620 shares on 10/04/2025 at a price of $0.648 per share. The filing explains these shares were retained by VolitionRx for cancellation to satisfy tax withholding upon settlement of 11,000 restricted stock units; the reporting person did not sell any shares in that process. After the transaction, Mr. Rootsaert beneficially owns 140,455 shares directly and 1,007,718 shares indirectly through Concord International, Inc., of which he is a controlling director.
VolitionRx Ltd (VNRX) insider report: Gael Forterre, the company's Chief Commercial Officer and a director, reported a tax-withholding share cancellation related to settled restricted stock units. On 10/04/2025 the filing shows 5,389 shares were surrendered to satisfy tax withholding on 15,333 restricted stock units; the transaction price per share is reported as $0.648. After the cancellation, Mr. Forterre directly beneficially owns 155,535 shares. The filing also discloses 5,000 shares held indirectly by his spouse and 32,500 shares managed by Armorica Partners, LLC, an entity he controls. No open-market sales by the reporting person were reported.
VolitionRx Ltd. reported a Form 4 showing that Nicholas Plummer, General Counsel of Volition Diagnostics, had 8,146 shares of common stock cancelled on 10/04/2025 to satisfy tax withholding on the settlement of 17,333 restricted stock units (RSUs). The report states no shares were sold by the reporting person or the company; instead, the firm retained shares for cancellation. After the withholding/cancellation, the reporting person beneficially owns 199,731 shares. The reported per-share price tied to the transaction is $0.648.
VolitionRx Ltd (VNRX) insider tax-withholding share cancellation
The company reported that on 10/04/2025 12,333 shares of common stock were disposed of under Transaction Code F at a reported price of $0.648 per share. The filing explains these shares represent the portion of 24,666 restricted stock units settled for the reporting person that were retained by VolitionRx for cancellation to satisfy tax-withholding obligations. The reporting person, Gaetan Michel, is listed as Chief Operating Officer and a director; the form states that no shares were sold by the reporting person or by VolitionRx in connection with this withholding arrangement.
VolitionRx Ltd. reporting person Jacob Vincent Micallef, Chief Scientific Officer and director, reported a non‑derivative transaction on 10/04/2025 that reduced his direct common stock holdings by 5,850 shares at a price of $0.648 per share. The form states these 5,850 shares represent the portion of shares retained by the company to satisfy tax withholding upon settlement of 13,000 restricted stock units (RSUs); no shares were sold by the reporting person. After the transaction he beneficially owns 393,089 shares directly, plus 55,000 shares held by his spouse and 38,113 shares held by Borlaug Limited, a company he controls. The filing is informational and documents insider ownership and the tax‑withholding mechanics tied to RSU settlement.