Volitionrx LTD 8-K Filing

Ticker: VNRX · Form: 8-K · Filed: Nov 7, 2025 · CIK: 93314

Sentiment: neutral

Filing Stats: 748 words · 3 min read · ~2 pages · Grade level 13.2 · Accepted 2025-11-07 17:30:26

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously reported, 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 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"). Each share of Common Stock was offered and sold together with an accompanying common stock warrant to purchase one share of Common Stock at a combined offering price to the public of $0.52, including $0.01 per common stock warrant, less an underwriting discount of 7.0% (the "Offering"). Pursuant to the terms of the Underwriting Agreement, the Company also granted the Underwriter a 30-day option (the "Over-Allotment Option") to purchase up to an additional 1,732,500 shares of Common Stock (the "Option 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") at the same combined offering price to the public. On November 7, 2025, the Company and the Underwriter entered into an amendment to the Underwriting Agreement (the "Amendment") to modify the terms of the Over-Allotment Option. The Amendment permits the Underwriter, in its sole discretion, to exercise the Over-Allotment Option with respect to solely Option Shares, solely Option Warrants, or any combination thereof, rather than only as a combined exercise for both Option Shares and Option Warrants together. Concurrently with the execution of the Amendment, the Underwriter exercised its Over-Allotment Option to purchase 1,194,000 Option Shares and 1,732,500 Option Warrants at the same price to public as in the Offering, allocated as $0.51 per share and $0.01 per warr

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Amendment to Underwriting Agreement, dated November 7, 2025, by and between VolitionRx Limited and Newbridge Securities Corporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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: November 7, 2025 By: /s/ Cameron Reynolds Cameron Reynolds Chief Executive Officer & President 3

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