VolitionRx Limited Files 8-K with Material Agreement

TL;DR

VNRX signed a material definitive agreement, filed 8-K on Dec 9th.

AI Summary

On December 5, 2024, VolitionRx Limited entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits. This filing was made on December 9, 2024.

Why It Matters

This 8-K filing indicates a significant development for VolitionRx Limited, potentially involving a new contract or partnership that could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant opportunities or risks depending on the undisclosed terms.

Key Players & Entities

• VolitionRx Limited (company) — Registrant
• December 5, 2024 (date) — Date of earliest event reported
• December 9, 2024 (date) — Filing date
• 001-36833 (company) — Commission File Number
• 91-1949078 (company) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share VNRX NYSE American, LLC
• $0.5722 — the "Insiders") at an offering price of $0.5722 per share (the "Insider Shares"), and (
• $0.71525 — rant has an exercise price per share of $0.71525. Each Warrant is exercisable on or afte
• $1.9 m — ny from the Offering were approximately $1.9 million, before deducting expenses payabl

Filing Documents

• vnrx_8k.htm (8-K) — 35KB
• vnrx_ex41.htm (EX-4.1) — 69KB
• vnrx_ex42.htm (EX-4.2) — 69KB
• vnrx_ex51.htm (EX-5.1) — 24KB
• vnrx_ex101.htm (EX-10.1) — 184KB
• vnrx_ex991.htm (EX-99.1) — 11KB
• vnrx_ex51img6.jpg (GRAPHIC) — 2KB
• 0001477932-24-007944.txt ( ) — 607KB
• vnrx-20241205.xsd (EX-101.SCH) — 6KB
• vnrx-20241205_lab.xml (EX-101.LAB) — 14KB
• vnrx-20241205_cal.xml (EX-101.CAL) — 1KB
• vnrx-20241205_pre.xml (EX-101.PRE) — 9KB
• vnrx-20241205_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. On December 5, 2024, VolitionRx Limited, a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with the several purchasers set forth on the signature pages thereto, which provides for the issuance and sale, in a registered direct offering by the Company (the "Offering"), of (i) 445,648 shares of the Company's common stock, par value $0.001 per share (its "common stock"), to certain of the Company's directors and executive officers (the "Insiders") at an offering price of $0.5722 per share (the "Insider Shares"), and (ii) 2,857,389 shares of common stock (the "Warrant Investor Shares" and, together with the Insider Shares, the "Shares"), together with common stock purchase warrants to purchase up to 2,857,389 shares of common stock (the "Form A Warrants") and common stock purchase warrants to purchase up to 1,428,693 shares of common stock (the "Form B Warrants" and, together with the Form A Warrants, the "Warrants"), at a combined offering price of $0.5722 per Warrant Investor Share and accompanying Warrants, to certain existing stockholders of the Company and new investors. Each Form A Warrant has an exercise price per share of $0.5722 and each Form B Warrant has an exercise price per share of $0.71525. Each Warrant is exercisable on or after December 9, 2024 through and until December 9, 2029. The Insiders did not receive any Warrants in the offering. The Shares, the Warrants, and the shares of common stock issuable upon exercise of the Warrants, if any, issued in this offering are collectively referred to herein as the "Securities." The Securities sold in the Offering were offered and sold directly by the Company to the investors in the Offering without a placement agent and pursuant to a Registration Statement on Form S-3 originally filed on September 24, 2021, as amended (including the prospectus forming a part of such Registration Statement), wit

01. Other Events

Item 8.01. Other Events. On December 6, 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. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 4.1 Form of Form A Common Stock Purchase Warrant 4.2 Form of Form B Common Stock Purchase Warrant 5.1 Opinion of Stradling Yocca Carlson & Rauth LLP 10.1* Securities Purchase Agreement, dated as of December 5, 2024, by and among the Company and the purchasers on the signature pages thereto 23.1 Consent of Stradling Yocca Carlson & Rauth LLP (included in Exhibit 5.1) 99.1 Press Release, dated December 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or disclosure document. The registrant agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request. 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: December 9, 2024 By: /s/ Cameron Reynolds Cameron Reynolds Chief Executive Officer & President 4

View Full Filing

View this 8-K filing on SEC EDGAR