VolitionRX Ltd: Lagoda Investment Management, L.P. filed Amendment No. 5 to a Schedule 13G/A reporting beneficial ownership of 17,070,103 shares of common stock, equal to 10.7% of the class. The filing states the Accounts held 16,149,000 shares and warrants to purchase 921,103 shares at $0.60 per share as of March 31, 2026. The filer reports sole voting and dispositive power over the shares and cites 158,481,243 shares outstanding as of March 26, 2026. The report is signed by Jason A. Ozone, Chief Financial Officer & Chief Compliance Officer.
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Insights
Amendment confirms a 10.7% stake held with sole voting and dispositive power.
Lagoda Investment Management reports beneficial ownership of 17,070,103 shares, combining 16,149,000 directly held shares and warrants exercisable into 921,103 shares at $0.60. The filing attributes sole voting and sole dispositive power to the Reporting Person for the Accounts.
The holding equals 10.7% of the issuer's common stock based on March 26, 2026 outstanding shares. Future disclosures or exercises of the warrants will change the ownership count; current cash‑flow treatment is not described in the excerpt.
Key Figures
Beneficial ownership:17,070,103 sharesPercent of class:10.7%Directly held common stock:16,149,000 shares+2 more
5 metrics
Beneficial ownership17,070,103 sharesas of March 31, 2026 (reported in Amendment No. 5)
Percent of class10.7%based on 158,481,243 shares outstanding as of March 26, 2026
Directly held common stock16,149,000 sharesAccounts held as of March 31, 2026
Warrants outstanding to filer921,103 warrantsexercise price $0.60 per share as of March 31, 2026
Shares outstanding158,481,243 sharesoutstanding as of March 26, 2026 per issuer 10-K
Key Terms
Schedule 13G/A, beneficially owns, sole dispositive power, warrants to purchase
4 terms
Schedule 13G/Aregulatory
"filed Amendment No. 5 to a Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownsregulatory
"for purposes of Reg. Section 240.13d-3, the Reporting Person beneficially owns 17,070,103"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
sole dispositive powerfinancial
"possesses the sole power to direct the disposition of all securities held by the Accounts"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
warrants to purchasefinancial
"warrants to purchase 921,103 shares of Common Stock at an exercise price of $0.60"
What stake does Lagoda report in VolitionRX (VNRX)?
Lagoda reports beneficial ownership of 17,070,103 shares, representing 10.7% of VolitionRX common stock. This total includes 16,149,000 directly held shares and warrants for 921,103 additional shares.
How many shares of VolitionRX were outstanding per the filing?
The filing cites 158,481,243 shares outstanding as of March 26, 2026. That outstanding count is the basis for the reported 10.7% beneficial ownership percentage by Lagoda.
Do the Lagoda accounts have voting power over the reported shares?
Yes. The report states the Reporting Person has sole voting power and sole dispositive power over the 17,070,103 shares, meaning it controls both vote direction and disposition for those shares.
What warrants are included in Lagoda's ownership total?
The Accounts hold warrants to purchase 921,103 shares at an exercise price of $0.60 per share. Those warrants are included in the 17,070,103 shares counted for beneficial ownership.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
VolitionRX Ltd
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
928661107
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
928661107
1
Names of Reporting Persons
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
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
17,070,103.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
17,070,103.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,070,103.00
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)
10.7 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: See Item 2 for additional information.
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:
This report on Schedule 13G/A (as amended, this "Schedule 13G") is being filed by Lagoda Investment Management, L.P. (the "Reporting Person"). The Reporting Person serves as the investment manager to certain managed accounts(the "Accounts") and possesses the sole power to vote and the sole power to direct the disposition of all securities of the Issuer held by the Accounts. The general partner of the Reporting Person is Lagoda Investment Management, LLC, a Delaware limited liability company (the "General Partner"). Fatima Dickey, as the sole member of the General Partner, possesses the voting and dispositive power with respect to all securities beneficially owned by the Reporting Person. As of March 31, 2026, the Accounts held (i) 16,149,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and (ii) warrants to purchase 921,103 shares of Common Stock at an exercise price of $0.60 per share. Based on information disclosed in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 31, 2026, there were 158,481,243 shares of Common Stock outstanding as of March 26, 2026. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Person beneficially owns 17,070,103 shares of Common Stock, including shares of Common Stock underlying warrants held in the aggregate by the Accounts.
(b)
Address or principal business office or, if none, residence:
The address for the Reporting Person is 3 Columbus Circle, New York, NY 10019.
(c)
Citizenship:
The Reporting Person is organized under the laws of the State of Delaware.
(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:
17,070,103.00
(b)
Percent of class:
10.7 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
17,070,103.00
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
17,070,103.00
(iv) Shared power to dispose or to direct the disposition of:
0
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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.
