VolitionRx Limited Files 8-K

TL;DR

VNRX filed an 8-K on Aug 8 for a material agreement. Details in exhibits.

AI Summary

On August 8, 2024, VolitionRx Limited entered into a material definitive agreement, the details of which are not fully disclosed in this filing but are indicated by the filing of financial statements and exhibits. The company, incorporated in Delaware, is involved in the in vitro & in vivo diagnostic substances industry.

Why It Matters

This 8-K filing indicates a significant event for VolitionRx Limited, likely a material definitive agreement, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the lack of specific details in the summary requires further investigation.

Key Numbers

• 001-36833 — SEC File Number (Identifies the company's filing with the SEC.)
• 91-1949078 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• VolitionRx Limited (company) — Registrant
• August 8, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Henderson, Nevada (location) — Business address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share VNRX NYSE American, LLC
• $0.55 — hares were sold at an offering price of $0.55 per Share and accompanying Common Warra
• $0.549 — rants were sold at an offering price of $0.549 per Pre-Funded Warrant and accompanying
• $0 — nded Warrants have an exercise price of $0.001, are immediately exercisable and ca
• $0.57 — Warrants will have an exercise price of $0.57 per share. The Series A Warrants are ex
• $10.0 m — one payments to the Company of at least $10.0 million, or (ii) potential milestone paym
• $5.0 million — one payments to the Company of at least $5.0 million and potential total payments of at leas
• $20.0 million — nd potential total payments of at least $20.0 million. The Series B Warrants are exercisable
• $25,000 — om the Registered Direct Offering, (ii) $25,000 for non-accountable fees and expenses,
• $100,000 — ountable fees and expenses, (iii) up to $100,000 of legal fees and expenses, and (v) $15
• $15,950 — 000 of legal fees and expenses, and (v) $15,950 for the closing expenses. In addition,
• $0.6875 — gent Warrants have an exercise price of $0.6875 per share and will be exercisable until
• $7.0 m — s to the Company from the Offering were $7.0 million, before deducting placement agent

Filing Documents

• vnrx_8k.htm (8-K) — 39KB
• vnrx_ex41.htm (EX-4.1) — 101KB
• vnrx_ex42.htm (EX-4.2) — 105KB
• vnrx_ex43.htm (EX-4.3) — 101KB
• vnrx_ex51.htm (EX-5.1) — 24KB
• vnrx_ex101.htm (EX-10.1) — 211KB
• vnrx_ex991.htm (EX-99.1) — 12KB
• vnrx_ex51img5.jpg (GRAPHIC) — 4KB
• 0001477932-24-004671.txt ( ) — 857KB
• vnrx-20240808.xsd (EX-101.SCH) — 6KB
• vnrx-20240808_lab.xml (EX-101.LAB) — 14KB
• vnrx-20240808_cal.xml (EX-101.CAL) — 1KB
• vnrx-20240808_pre.xml (EX-101.PRE) — 9KB
• vnrx-20240808_def.xml (EX-101.DEF) — 2KB
• vnrx_8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. Registered Direct Offering On August 8, 2024, VolitionRx Limited, a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor, which provides for the issuance and sale, in a registered direct offering by the Company (the "Offering"), of 9,170,000 shares (the "Shares") of common stock, par value $0.001 (the "Common Stock"), pre-funded warrants to purchase 3,557,273 shares of Common Stock (the "Pre-Funded Warrants"), Series A common stock purchase warrants to purchase 12,727,273 shares of Common Stock (the "Series A Warrants") and Series B common stock purchase warrants to purchase 12,727,273 shares of Common Stock (the "Series B Warrants" and, together with the Series A Warrants, the "Common Warrants"). The Shares were sold at an offering price of $0.55 per Share and accompanying Common Warrants, and the Pre-Funded Warrants were sold at an offering price of $0.549 per Pre-Funded Warrant and accompanying Common Warrants. The Shares, Pre-Funded Warrants, Common Warrants, Placement Agent Warrants (defined below), and shares of Common Stock underlying the Pre-Funded Warrants, Common Warrants and Placement Agent Warrants, are collectively referred to herein as the "Securities". The Pre-Funded Warrants have an exercise price of $0.001, are immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. Each of the respective Common Warrants will have an exercise price of $0.57 per share. The Series A Warrants are exercisable on or after February 12, 2025 (the "Initial Exercise Date") and will be exercisable until the earlier of (a) the two (2) year anniversary of the Initial Exercise Date and (b) the date that is 60 days following the Company's public announcement on a Current Report on Form 8-K of the occurrence of the Company entering into one or more agr

01. Other Events

Item 8.01. Other Events. On August 8, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Common Stock Warrant 4.3 Form of Series B Common Stock Warrant 5.1 Opinion of Stradling Yocca Carlson & Rauth LLP 10.1 Form of Securities Purchase Agreement dated as of August 8, 2024, by and among the Company and the purchaser party thereto 23.1 Consent of Stradling Yocca Carlson & Rauth LLP (included in Exhibit 5.1) 99.1 Press Release, dated August 8, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VOLITIONRX LIMITED Date: August 12, 2024 By: /s/ Cameron Reynolds Cameron Reynolds Chief Executive Officer & President 4

View Full Filing

View this 8-K filing on SEC EDGAR