VolitionRx Ltd Enters Material Agreement, Reports Financials

TL;DR

VNRX filed an 8-K: material agreement signed, financials updated. Big moves happening.

AI Summary

VolitionRx Limited (VNRX) announced on October 10, 2025, that it has entered into a material definitive agreement. The company also reported its results of operations and financial condition. The filing includes financial statements and exhibits, and is being made under Regulation FD disclosure.

Why It Matters

This 8-K filing indicates significant corporate activity for VolitionRx, including a new material agreement and updated financial performance, which could impact investor outlook.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and financial results, which are significant events that could introduce volatility.

Key Players & Entities

• VolitionRx Limited (company) — Registrant
• VNRX (company) — Ticker Symbol
• October 10, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-36833 (identifier) — Commission File Number
• 91-1949078 (identifier) — IRS Employer Identification Number
• 1489 West Warm Springs Road, Suite 110 Henderson, Nevada 89014 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share VNRX NYSE American, LLC
• $0.52 — ombined offering price to the public of $0.52 per share of Common Stock and accompany
• $0.01 — se one share of Common Stock, including $0.01 per common stock warrant, less an under
• $0.60 — The Warrants have an exercise price of $0.60 per share, subject to adjustment as pro
• $100,000 — to reimburse the Underwriter for up to $100,000 of its reasonable, necessary, and docum
• $5.4 million — fering are expected to be approximately $5.4 million after deducting estimated Offering expe
• $0.63 — ter Warrants"), at an exercise price of $0.63 per share. The Underwriter Warrants are
• $0.3 million — any estimates that it had approximately $0.3 million in cash and cash equivalents. The estim

Filing Documents

• vnrx_8k.htm (8-K) — 40KB
• vnrx_ex11.htm (EX-1.1) — 226KB
• vnrx_ex41.htm (EX-4.1) — 110KB
• vnrx_ex42.htm (EX-4.2) — 96KB
• vnrx_ex43.htm (EX-4.3) — 109KB
• vnrx_ex51.htm (EX-5.1) — 20KB
• vnrx_ex991.htm (EX-99.1) — 12KB
• vnrx_ex992.htm (EX-99.2) — 13KB
• vnrx_ex51img6.jpg (GRAPHIC) — 6KB
• 0001477932-25-007544.txt ( ) — 893KB
• vnrx-20251010.xsd (EX-101.SCH) — 5KB
• vnrx-20251010_lab.xml (EX-101.LAB) — 14KB
• vnrx-20251010_cal.xml (EX-101.CAL) — 1KB
• vnrx-20251010_pre.xml (EX-101.PRE) — 9KB
• vnrx-20251010_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 October 10, 2025, VolitionRx Limited (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Newbridge Securities Corporation (the "Underwriter"), relating to an underwritten public offering of 11,550,000 shares (the "Closing Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), together with accompanying common stock purchase warrants to purchase up to an aggregate of 11,550,000 shares of Common Stock (the "Closing Warrants") at a combined offering price to the public of $0.52 per share of Common Stock and accompanying common stock warrant to purchase one share of Common Stock, including $0.01 per common stock warrant, less an underwriting commission of 7.0% (the "Offering"). Under the terms of the Underwriting Agreement, the Company also granted the Underwriter a 30-day option to purchase up to an additional 1,732,500 shares of Common Stock (the "Option Shares" and, together with the Closing Shares, the "Shares") as well as accompanying common stock purchase warrants to purchase up to an aggregate of 1,732,500 shares of Common Stock (the "Option Warrants" and collectively with the Closing Warrants, the "Warrants") at the same price per share and accompanying warrant. The Shares and the Warrants are referred to herein as the "Securities." The Warrants have an exercise price of $0.60 per share, subject to adjustment as provided for therein, are exercisable immediately and are exercisable for a period of five years from the closing of the Offering. The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the issuance of the shares underlying the Warrants to the holder. The Company is prohibited from effecting an exercise of any Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On October 10, 2025, the Company disclosed in a prospectus supplement relating to the Offering that, as of September 30, 2025, the Company estimates that it had approximately $0.3 million in cash and cash equivalents. The estimated cash and cash equivalents amount is preliminary and unaudited, represents management's estimate as of October 10, 2025, is subject to completion of the Company's financial closing procedures for the three months ended September 30, 2025, and does not present all necessary information for a complete understanding of the Company's financial condition as of September 30, 2025, or its results of operations for the three months ended September 30, 2025. The actual financial results may differ materially from the preliminary estimated financial information. The information in Item 2.02 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 9, 2025 and October 10, 2025, the Company issued a press release announcing the launch and pricing of the Offering, respectively. Copies of the launch and pricing press releases are furnished hereto as Exhibits 99.1 and 99.2, respectively. The information in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements This Current Report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the expected completion of the Offering, expected proceeds of the Offering and the use of proceeds of the Offering, the issuance of the Closing Warrants and Underwriter Warrants in connection with the Offering and the exercise thereof, and the Company's estimated financial results are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks identified in the Company's filings with the SEC, including its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and the prospectus supplement related to the Offering. Any of these risks and uncertainties could materially and adversely affect the Company's results of operations, which would, in turn, have a significant and adverse impact on the Company's stock price. The Company caut

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated October 10, 2025, by and between VolitionRx Limited and Newbridge Securities Corporation 4.1 Form of Closing Warrant 4.2 Form of Underwriter Warrant 4.3 Warrant Agent Agreement, dated October 14, 2025, by and between VolitionRx Limited and VStock Transfer, LLC 5.1 Opinion of Stradling, Yocca, Carlson & Rauth LLP 23.1 Consent of Stradling, Yocca, Carlson & Rauth LLP (contained in Exhibit 5.1) 99.1 * Launch Press Release, dated October 9, 2025 99.2 * Pricing Press Release, dated October 10, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibit is being furnished and shall not be deemed "filed" 4 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: October 14, 2025 By: /s/ Cameron Reynolds Cameron Reynolds Chief Executive Officer & President 5

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View this 8-K filing on SEC EDGAR