VolitionRx investor group discloses 7.4% stake

Lagoda and Fatima Dickey now report a 7.4% stake in VolitionRx on Schedule 13D, signaling a more active stance and governance-focused recommendations to the board.

Rhea-AI Filing Summary

VOLITIONRX LTD (VNRX) is the subject of a Schedule 13D filed by Lagoda Investment Management, L.P., Lagoda Investment Management, LLC and Fatima Dickey, who together may be deemed to beneficially own 1,652,005 shares of common stock, or 7.4% of the company, including warrants.

The position consists of 1,480,950 shares plus warrants exercisable for 171,055 shares, acquired for an aggregate of about $10.97 million. The filers previously reported on Schedule 13G but switched to Schedule 13D under Rule 13d‑1(e) after Dickey sent an August 17, 2026 letter to the board supporting management while recommending reductions in executive compensation and other operating expenses.

Key Figures

Beneficial ownership: 1,652,005 shares Ownership percentage: 7.4% Common shares held: 1,480,950 shares +5 more

8 metrics

Beneficial ownership 1,652,005 shares Aggregate common stock and warrant shares deemed beneficially owned as of the filing date

Ownership percentage 7.4% Portion of VolitionRx common stock outstanding calculated under Rule 13d‑3

Common shares held 1,480,950 shares Common stock held in accounts managed by Lagoda Investment Management, L.P.

Warrant shares 171,055 shares Common stock issuable upon exercise of warrants held in the accounts

Aggregate purchase consideration $10,970,373 Approximate total paid for the reported securities, excluding brokerage commissions

Shares outstanding baseline 22,193,701 shares Total common stock used to compute ownership, including 18,727,948 shares outstanding plus 3,465,753 newly issued shares

October 2025 Warrant exercise price $12.00 per share Exercise price for 46,055 warrant shares expiring October 2030

June 2026 Warrant exercise price $1.55 per share Exercise price for 125,000 warrant shares expiring June 2031

Key Terms

Schedule 13D, beneficially own, dispositive power, beneficial ownership limitation, +2 more

6 terms

Schedule 13D regulatory

"This is filed pursuant to Rule 13d-1(e) , as amended."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own regulatory

"may be deemed, for purposes of Rule 13d-3 , as amended…to beneficially own"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

dispositive power financial

"The Investment Manager has voting power over the Common Stock and dispositive power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

beneficial ownership limitation regulatory

"Each form of Warrant provides for a 4.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

warrants financial

"The warrants reported herein consist of (i) warrants to purchase 46,055 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

ordinary course of the Investment Manager's business financial

"were acquired using assets of the respective Accounts in the ordinary course"

FAQ

How much of VOLITIONRX LTD (VNRX) do the Schedule 13D filers own?

The filers report beneficial ownership of 1,652,005 shares of VolitionRx common stock, representing approximately 7.4% of the outstanding common stock, calculated under Rule 13d‑3 using 22,193,701 shares outstanding plus 171,055 shares issuable upon exercise of warrants.

Who are the reporting persons in this VolitionRx (VNRX) Schedule 13D?

The Schedule 13D is jointly filed by Lagoda Investment Management, L.P., Lagoda Investment Management, LLC (its general partner), and Fatima Dickey, who is the sole member of the general partner. The securities are held in accounts managed by Lagoda Investment Management, L.P.

Why did the VolitionRx (VNRX) investors switch from Schedule 13G to Schedule 13D?

They previously filed on Schedule 13G for investment purposes but now file on Schedule 13D under Rule 13d‑1(e) because they hold the securities with a purpose or effect that may be deemed to relate to changing or influencing control of VolitionRx.

What did Fatima Dickey communicate to the VolitionRx (VNRX) board?

On or about August 17, 2026, Fatima Dickey sent a letter to VolitionRx’s board expressing support for management and the long‑term potential of its intellectual property and products, while recommending reductions in executive compensation and other operating expenses.

What warrants on VolitionRx (VNRX) stock do the reporting persons hold?

They hold warrants to purchase 46,055 shares at an adjusted exercise price of $12.00 per share expiring in October 2030, and warrants to purchase 125,000 shares at an exercise price of $1.55 per share expiring in June 2031.

Is there a beneficial ownership cap on the VolitionRx (VNRX) warrants?

Yes. Each warrant has a 4.99% beneficial ownership limitation, which can be increased or decreased at the holder’s election, subject to a maximum of 9.99% and 61 days’ prior notice to VolitionRx for any increase.

Do the VolitionRx (VNRX) Schedule 13D filers seek board representation?

The reporting persons state they do not currently intend to seek representation on VolitionRx’s board of directors, but reserve the right to change their purpose or plans and to buy or sell additional securities, subject to applicable law.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 05:30 PM Accepted by SEC EDGAR 09/04/2026 - 05:29 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

VOLITIONRX LTD

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

928661206

(CUSIP Number)

Jason A. Ozone
Lagoda Investment Management, L.P., 3 Columbus Circle, Floor 15
New York, NY, 10019
(212) 309-7660

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 928661206

1

Name of reporting person

Lagoda Investment Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,652,005.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,652,005.00

11

Aggregate amount beneficially owned by each reporting person

1,652,005.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

See Item 2 for additional information.

SCHEDULE 13D

CUSIP Number(s): 928661206

1

Name of reporting person

Lagoda Investment Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,652,005.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,652,005.00

11

Aggregate amount beneficially owned by each reporting person

1,652,005.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

See Item 2 for additional information.

SCHEDULE 13D

CUSIP Number(s): 928661206

1

Name of reporting person

Fatima Dickey

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,652,005.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,652,005.00

11

Aggregate amount beneficially owned by each reporting person

1,652,005.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 2 for additional information.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: VOLITIONRX LTD
(c)	Address of Issuer's Principal Executive Offices: 1489 West Warm Springs Road, Suite 110, Henderson, NEVADA , 89014.
Item 1 Comment: This Schedule 13D is filed pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended. The Reporting Persons previously reported their beneficial ownership of the Common Stock on Schedule 13G pursuant to Rule 13d-1(b), most recently by Amendment No. 6 thereto filed on August 14, 2026.
Item 2.	Identity and Background
(a)	This Schedule 13D is being jointly filed by (i) Lagoda Investment Management, L.P., a Delaware limited partnership (the "Investment Manager"), (ii) Lagoda Investment Management, LLC, a Delaware limited liability company and the general partner of the Investment Manager (the "General Partner"), and (iii) Fatima Dickey, and relates to the shares of common stock, par value $0.001 per share (the "Common Stock"), of VolitionRx Limited, a Delaware corporation (the "Issuer"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." The shares of Common Stock and warrants reported herein are held in accounts managed by the Investment Manager (collectively, the "Accounts"). The Investment Manager has voting power over the Common Stock and dispositive power over all securities of the Issuer held in the Accounts. Fatima Dickey, as the sole member of the General Partner, may be deemed to share such voting and dispositive power. As a result, as of the filing date of this Schedule 13D (the "Filing Date"), each Reporting Person may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), to beneficially own the Common Stock held in the Accounts and the Common Stock issuable upon exercise of the warrants held in the Accounts, as reported herein.
(b)	The principal business address of each of the Reporting Persons is c/o Lagoda Investment Management, L.P., 3 Columbus Circle, Floor 15, New York, NY 10019.
(c)	The principal business of the Reporting Persons is investment and/or investment management.
(d)	None of the Reporting Persons, nor, to the best knowledge of the foregoing, any of their controlling persons, has been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Reporting Persons, nor, to the best knowledge of the foregoing, any of their controlling persons, has been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Investment Manager is a limited partnership organized under the laws of the State of Delaware. The General Partner is a limited liability company organized under the laws of the State of Delaware. Fatima Dickey is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	The securities reported herein are held in the Accounts and were acquired using assets of the respective Accounts in the ordinary course of the Investment Manager's business. An aggregate of approximately $10,970,373 was paid for the securities reported herein, excluding brokerage commissions. Except as reported in this Schedule 13D, no part of the purchase price was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities reported herein.
Item 4.	Purpose of Transaction
	The securities reported herein were originally acquired on behalf of the Accounts in the ordinary course of the Investment Manager's business for investment purposes and, at the time of acquisition, without any purpose or effect of changing or influencing control of the Issuer. Accordingly, the Investment Manager previously reported its beneficial ownership on Schedule 13G pursuant to Rule 13d-1(b). As described more fully below, the Reporting Persons now hold the securities reported herein with a purpose or effect that may be deemed to relate to changing or influencing control of the Issuer, and this Schedule 13D is accordingly being filed pursuant to Rule 13d-1(e). On or about August 17, 2026, Fatima Dickey delivered a letter to the Issuer's board of directors in which she expressed support for the Issuer's management and the long-term potential of the Issuer's intellectual property and products and recommended reductions in executive compensation and other operating expenses. The Reporting Persons do not currently intend to seek representation on the Issuer's board of directors. Subject to applicable law, the Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer; to dispose of, or cause to be disposed of, any or all securities of the Issuer held in the Accounts; or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, in each case as they deem advisable in light of their general investment and trading policies, market conditions or other relevant factors. Except as set forth in this Schedule 13D, the Reporting Persons do not currently have any plan or proposal that relates to or would result in any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D, although they may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect thereto.
Item 5.	Interest in Securities of the Issuer
(a)	As of the Filing Date, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 1,652,005 shares of Common Stock, consisting of (i) 1,480,950 shares of Common Stock held in the Accounts and (ii) warrants exercisable for an aggregate of 171,055 shares of Common Stock held in the Accounts. The aggregate holdings reported herein represent approximately 7.4% of the outstanding Common Stock, calculated in accordance with Rule 13d-3 of the Securities Exchange Act based on (x) 22,193,701 shares of Common Stock outstanding, consisting of (A) 18,727,948 shares of Common Stock outstanding as of August 27, 2026, as reported in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 28, 2026, and (B) 3,465,753 additional shares of Common Stock issued on August 31, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2026, plus (y) 171,055 shares of Common Stock issuable upon exercise of warrants deemed beneficially owned by the Reporting Persons.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D, which are incorporated herein by reference.
(c)	Except as reported in this Schedule 13D, there have been no transactions by the Reporting Persons in the Common Stock during the 60 days preceding the date hereof.
(d)	The disclosures regarding the Reporting Persons in Items 2(a) and 2(c) of this Schedule 13D are incorporated herein by reference. Except as reported in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The warrants reported herein consist of (i) warrants to purchase 46,055 shares of Common Stock at an adjusted exercise price of $12.00 per share, expiring in October 2030 (the "October 2025 Warrants"), and (ii) warrants to purchase 125,000 shares of Common Stock at an exercise price of $1.55 per share, expiring in June 2031 (the "June 2026 Warrants" and, together with the October 2025 Warrants, the "Warrants"). Each form of Warrant provides for a 4.99% beneficial ownership limitation, which may be increased or decreased at the holder's election, subject to a maximum of 9.99% and 61 days' prior notice to the Issuer of any increase. This description is qualified in its entirety by reference to the forms of Warrant, which are incorporated herein by reference as Exhibits 2 and 3. Except as otherwise described in this Schedule 13D, there are no other contracts, arrangements, understandings or relationships between any Reporting Person and any other person with respect to any securities of the Issuer, and none of the securities reported herein is pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement. Exhibit 2: Form of Closing Warrant (incorporated herein by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2025). Exhibit 3: Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lagoda Investment Management, L.P.

Signature:	/s/ Jason A. Ozone
Name/Title:	Jason A. Ozone, Chief Financial Officer & Chief Compliance Officer
Date:	09/04/2026

Lagoda Investment Management, LLC

Signature:	/s/ Fatima Dickey
Name/Title:	Fatima Dickey, Sole Member
Date:	09/04/2026

Fatima Dickey

Signature:	/s/ Fatima Dickey
Name/Title:	Fatima Dickey
Date:	09/04/2026

Comments accompanying signature:

Not applicable.