VolitionRx Ltd. Announces Board and Officer Changes

TL;DR

VolitionRx is shaking up its leadership and board, effective July 2nd.

AI Summary

VolitionRx Limited announced on July 2, 2024, a significant change in its corporate structure and leadership. The company filed an 8-K detailing the election of new directors, the appointment of new officers, and potential amendments to its articles of incorporation or bylaws. These changes are effective as of July 2, 2024, and may also involve the submission of matters to a vote of security holders.

Why It Matters

Changes in a company's board and executive team can signal shifts in strategy, operational focus, or financial direction, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with potential bylaw amendments, can indicate internal restructuring or strategic shifts that carry inherent business risks.

Key Players & Entities

• VolitionRx Limited (company) — Registrant
• July 2, 2024 (date) — Effective date of reported events

FAQ

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share VNRX NYSE American, LLC

Filing Documents

• vnrx_8k.htm (8-K) — 54KB
• vnrx_ex31.htm (EX-3.1) — 8KB
• vnrx_ex101.htm (EX-10.1) — 121KB
• 0001477932-24-004059.txt ( ) — 341KB
• vnrx-20240702.xsd (EX-101.SCH) — 6KB
• vnrx-20240702_lab.xml (EX-101.LAB) — 15KB
• vnrx-20240702_cal.xml (EX-101.CAL) — 1KB
• vnrx-20240702_pre.xml (EX-101.PRE) — 9KB
• vnrx-20240702_def.xml (EX-101.DEF) — 2KB
• vnrx_8k_htm.xml (XML) — 4KB

03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting, the Company's stockholders approved a Certificate of Amendment (the " Amendment ") of the Second Amended and Restated Certificate of Incorporation (the " Restated Certificate "), providing for an increase in authorized shares from one hundred million (100,000,000) to one hundred seventy-five million (175,000,000) shares, consisting of one hundred seventy-five million (175,000,000) shares of common stock, par value $0.001 per share. The Amendment had previously been approved by the Board of Directors on April 24, 2024, subject to the approval of the Company's Stockholders. The Amendment became effective upon its filing with the Secretary of State of the State of Delaware on July 2, 2024. The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such Exhibit 3.1.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting held at 1:00 p.m. British Summer Time on July 2, 2024 at 93-95 Gloucester Place, London, W1U 6JQ, United Kingdom, the Company's stockholders voted on five proposals. The Company had 82,824,476 shares of common stock outstanding on May 8, 2024, the record date for the Annual Meeting, of which 49,022,029 shares of common stock were present in person or represented by proxy at the Annual Meeting. The following sets forth the final voting results of the five proposals voted upon by the Company's stockholders at the Annual Meeting. These matters are described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 13, 2024 (the " Proxy Statement "). Proposal 1 : The stockholders elected six members to the Board of Directors to hold office until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. The voting results are as follows: Nominee Votes For Votes Withheld Broker Non-Votes Dr. Phillip Barnes 35,587,672 1,964,567 11,469,790 Dr. Alan Colman 35,574,833 1,977,406 11,469,790 Mickie Henshall 36,462,437 1,089,802 11,469,790 Guy Innes 34,933,355 2,618,884 11,469,790 Kim Nguyen 35,935,278 1,616,961 11,469,790 Cameron Reynolds 36,407,941 1,144,298 11,469,790 2 Proposal 2 : The stockholders ratified the selection of Sadler, Gibb & Associates, LLC as the Company's independent registered public accounting firm for the year ending December 31, 2024. The voting results are as follows: Votes For Votes Against Votes Abstained 48,469,292 471,338 81,399 Proposal 3 : The stockholders approved, by a non-binding advisory vote, the compensation of the Company's named executive officers as described in the Proxy Statement. The voting results are as follows: Votes For Vo

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation. 10.1 2024 Stock Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL (eXtensible Business Reporting Language) document). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VOLITIONRX LIMITED Date: July 3, 2024 By: /s/ Cameron Reynolds Cameron Reynolds Chief Executive Officer & President 4 EXHBIIT INDEX Exhibit Number Description 3.1 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation. 10.1 2024 Stock Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL (eXtensible Business Reporting Language) document). 5

View Full Filing

View this 8-K filing on SEC EDGAR