Armistice & Steven Boyd Disclose 9.99% Beneficial Ownership in VNRX

Rhea-AI Filing Summary

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.

Positive

• Material disclosure of ownership: Reporting Persons declare beneficial ownership of 9,804,352 shares (9.99%), providing transparency to the market
• Clear allocation of voting/dispositive power: Filing specifies shared voting and shared dispositive power, clarifying influence over the shares
• Ordinary-course statement: Reporting Persons state the shares were acquired and are held in the ordinary course of business and not to change control

Negative

• No sole voting or dispositive power: Reporting Persons report 0 sole voting and 0 sole dispositive power, indicating limited unilateral control
• Stake just below 10%: At 9.99%, the position is near regulatory and investor attention thresholds which could prompt scrutiny without triggering certain disclosures

Insights

Financial Analyst

TL;DR: Armistice reports a near-10% passive stake in VNRX, a sizable position that warrants monitoring but implies no control attempt.

The filing discloses a 9.99% beneficial interest (9,804,352 shares) held through the Master Fund with shared voting and dispositive power. For investors, a stake just below 10% is material because it approaches the threshold that triggers different regulatory/notification requirements and could influence liquidity and shareholder dynamics. The report explicitly states the securities are held in the ordinary course of business and not to change control, suggesting a passive investment posture. Absence of sole voting or dispositive power indicates limited unilateral influence by the reporting persons.

Corporate Governance Expert

TL;DR: A joint Schedule 13G/A shows coordinated disclosure by Armistice and its managing member; governance impact appears limited.

The joint filing under Rule 13d-1 indicates coordinated reporting by Armistice Capital and Steven Boyd with shared voting/dispositive power over 9,804,352 shares. The Master Fund retains legal ownership but disclaims beneficial ownership due to the investment management agreement, while Armistice and Mr. Boyd assert beneficial influence via managerial powers. Because the filing affirms ordinary-course holdings and denies intent to influence control, this does not constitute an active governance engagement or proxy contest notice. Stake size is material enough to be noticed by boards and investors but does not, by itself, signal a change in corporate control or governance direction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

VOLITIONRX LTD

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

928661107

(CUSIP Number)

03/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 928661107

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,804,352.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,804,352.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,804,352.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 928661107

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,804,352.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,804,352.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,804,352.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VOLITIONRX LTD
(b)	Address of issuer's principal executive offices: 1489 WEST WARM SPRINGS ROAD, SUITE 110, HENDERSON, NV, 89014
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 928661107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 9,804,352
(b)	Percent of class: 9.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 9,804,352
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 9,804,352 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	05/15/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	05/15/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: February 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

What stake in VolitionRx (VNRX) does Armistice Capital report?

The filing reports beneficial ownership of 9,804,352 shares, equal to 9.99% of VolitionRx common stock.

Do Armistice Capital or Steven Boyd have sole voting control of VNRX shares?

No. The filing shows 0 shares with sole voting power and 9,804,352 shares with shared voting power.

Are the shares held to influence control of VolitionRx?

According to the certification, the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Through what entity does Armistice Capital hold the reported shares?

The shares are directly held by Armistice Capital Master Fund Ltd., for which Armistice Capital is the investment manager.

When was the Schedule 13G/A signed by the reporting persons?

The signatures in the filing are dated 05/15/2025, and the joint filing statement is dated 02/14/2025.