VolitionRx Ltd. Announces Board and Compensation Changes
Ticker: VNRX · Form: 8-K · Filed: Sep 27, 2024 · CIK: 93314
Sentiment: neutral
Topics: corporate-governance, executive-compensation, board-of-directors
TL;DR
VolitionRx shuffled its board and updated exec pay. Big changes coming?
AI Summary
VolitionRx Limited announced on September 26, 2024, a change in its board of directors and executive compensation arrangements. Specifically, the company elected new directors and updated its compensatory plans for certain officers. The filing details these changes in corporate governance and executive remuneration.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy, governance, and future performance, impacting investor confidence.
Risk Assessment
Risk Level: medium — Changes in board and executive compensation can indicate internal shifts that may affect future company performance and strategy.
Key Players & Entities
- VolitionRx Limited (company) — Registrant
- September 26, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 1489 West Warm Springs Road, Suite 110 Henderson, Nevada 89014 (address) — Principal Executive Offices
FAQ
Who are the newly elected directors of VolitionRx Limited?
The filing indicates the election of new directors but does not name them in the provided text.
What specific changes were made to the compensatory arrangements for certain officers?
The filing states that compensatory arrangements of certain officers were updated, but the specific details of these changes are not provided in the excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on September 26, 2024.
What is VolitionRx Limited's principal executive office address?
The principal executive offices are located at 1489 West Warm Springs Road, Suite 110, Henderson, Nevada 89014.
What is the Commission File Number for VolitionRx Limited?
The Commission File Number for VolitionRx Limited is 001-36833.
Filing Stats: 1,011 words · 4 min read · ~3 pages · Grade level 15.8 · Accepted 2024-09-27 16:01:40
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) — 28KB
- 0001477932-24-005988.txt ( ) — 150KB
- vnrx-20240926.xsd (EX-101.SCH) — 6KB
- vnrx-20240926_lab.xml (EX-101.LAB) — 14KB
- vnrx-20240926_cal.xml (EX-101.CAL) — 1KB
- vnrx-20240926_pre.xml (EX-101.PRE) — 9KB
- vnrx-20240926_def.xml (EX-101.DEF) — 2KB
- vnrx_8k_htm.xml (XML) — 4KB
From the Filing
vnrx_8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2024 VolitionRx Limited (Exact name of registrant as specified in its charter) Delaware 001-36833 91-1949078 (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 1489 West Warm Springs Road , Suite 110 Henderson , Nevada 89014 (Address of Principal Executive Offices) (Zip Code) +1 ( 646 ) 650-1351 (Registrant's telephone number, including area code ) Not applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered Common Stock, par value $0.001 per share VNRX NYSE American, LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 26, 2024, Belgian Volition SRL (" Belgian Volition "), a wholly-owned subsidiary of VolitionRx Limited (the " Company "), entered into an employment agreement with Dr. Gaetan Michel, which took effect on September 1, 2024 (the " Michel Employment Agreement "), pursuant to which Dr. Michel will continue to provide services as Chief Executive Officer of Belgian Volition. The Michel Employment Agreement supersedes and replaces in its entirety the existing employment agreement between Volition America, Inc. (" Volition America ") and Dr. Michel, dated effective September 15, 2021. The Michel Employment Agreement shall continue for an indefinite period, which employment may be terminated by either party without compensation or notice on grounds of serious misconduct, or otherwise may be terminated by either party in accordance with Belgian Law. In exchange for his services, Dr. Michel shall receive, among other things (i) 12,000 per month from Belgian Volition, subject to annual review and adjustment, plus a 13 th month bonus (pro-rated for 2024); (ii) a company car and fuel allowance together worth approximately 1,500 per month; (iii) the equivalent of one-half of Dr. Michel's salary for the 12-month non-competition period following termination of the agreement, subject to adjustments (unless 12-month non-competition period is waived by Belgian Volition); (iv) be eligible to receive variable bonuses of up to approximately 28,500, subject to the satisfactory achievement of certain individual and corporate performance milestones; and (v) be eligible to receive severance pay in accordance with Belgian Law. On September 26, 2024, Volition Global Services SRL (" Volition Global Services "), a wholly-owned subsidiary of the Company, and 3F Management SRL (" 3F Management ") entered into an amendment to the existing Consulting Services Agreement between Volition Global Services and 3F Management, dated effective September 15, 2021 (the " Michel Consulting Agreement "), which amendment took effect on September 1, 2024 (the " Amendment "). Pursuant to the terms of the Michel Consulting Agreement as amended by the Amendment, 3F Management will continue to make available the services of Dr. Michel as Chief Executive Officer of Volition Global Services, and additionally make available certain further consultancy services to be rendered by Dr. Michel through 3F Management to the Company and its other subsidiaries. Volition Global Services will, in turn, make available the services of Dr. Michel, as Chief Operating Officer to the Company and its other subsidiaries, as Chief Executive Officer to Volition America, and as Manager and President of Volition Veterinary Diagnostics Development LLC, pursuant to services agreements e