VolitionRx CEO Reynolds Amends 13D/A, Updates Ownership Stake

TL;DR

**VolitionRx CEO Cameron Reynolds updated his ownership stake, watch for potential market reaction.**

AI Summary

Cameron Reynolds, CEO of VolitionRx Limited, filed an amended Schedule 13D/A on February 9, 2024, updating his beneficial ownership of the company's common stock. This amendment, number 3, indicates a change in his holdings since the last filing, with the event requiring this statement occurring on June 5, 2023. This matters to investors because changes in a CEO's ownership can signal their confidence (or lack thereof) in the company's future prospects, potentially influencing stock price.

Why It Matters

This filing shows an update to the CEO's stake, which can be a signal of insider sentiment and potentially impact investor confidence in VolitionRx Limited.

Risk Assessment

Risk Level: low — This filing is an update to an existing ownership disclosure and does not inherently introduce new significant risks.

Analyst Insight

Investors should monitor subsequent filings from Cameron Reynolds for any significant changes in his beneficial ownership, as these could signal a shift in his long-term outlook for VolitionRx Limited.

Key Players & Entities

• Cameron Reynolds (person) — Reporting Person, CEO of VolitionRx Limited
• VolitionRx Limited (company) — Subject Company
• Stradling Yocca Carlson & Rauth LLP (company) — Legal counsel for Cameron Reynolds
• Marc G. Alcser, Esq. (person) — Attorney at Stradling Yocca Carlson & Rauth LLP

Forward-Looking Statements

• Cameron Reynolds will continue to hold a significant stake in VolitionRx Limited. (Cameron Reynolds) — high confidence, target: 2025-02-09
• The market will interpret this filing as a routine update rather than a major shift in insider sentiment. (VolitionRx Limited) — medium confidence, target: 2024-02-16

FAQ

Key Financial Figures

• $0.001 — ited (Name of Company) Common Stock, $0.001 par value per share (Title of Class o
• $5,635 — On August 30, 2022, Mr. Reynolds used $5,635 in personal funds to purchase 3,500 sha
• $1.61 — s of Common Stock on the open market at $1.61 per share. On August 3, 2023, 24,822
• $12,200 — On August 16, 2023, Mr. Reynolds used $12,200 in personal funds to purchase 10,000 sh
• $1.22 — s of Common Stock on the open market at $1.22 per share. On October 4, 2023, 29,667
• $6,715 — On December 8, 2023, Mr. Reynolds used $6,715 in personal funds to purchase 10,000 sh
• $0.6715 — market at an approximate sale price of $0.6715 per share. Options The options to p
• $5.00 — t of a closing stock price target above $5.00 per share of the Company's common stock

Filing Documents

• vnrx_sc13da.htm (SC 13D/A) — 71KB
• 0001477932-24-000619.txt ( ) — 73KB

Security and Company

Item 1. Security and Company This Schedule 13D/A (this " Amendment ") relates to shares of Common Stock of the Company that are beneficially owned by Mr. Reynolds. The Company is a multi-national epigenetics company that applies its Nucleosomics TM technology platform Nu.Q through its subsidiaries to develop simple, easy to use, cost-effective blood tests to help diagnose and monitor a range of life-altering diseases, including some cancers and diseases associated with NETosis, such as sepsis. The Company tests are based on the science of Nucleosomics TM , which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid - since epigenetic changes in these parameters are an indication that disease is present. The Company is also investigating epigenetic changes in transcription factor binding, in particular CCCTC-binding factor ("CTCF"). The Company's principal executive offices are located at 1489 West Warm Springs Road, Suite 110, Henderson, Nevada 89014.

Identity and Background

Item 2. Identity and Background (a) Name Cameron Reynolds, an individual. (b) (c) Principal Business Mr. Reynolds is the President and Chief Executive Officer of the Company. The Company is a multi-national epigenetics company that applies its Nucleosomics TM technology platform Nu.Q through its subsidiaries to develop simple, easy to use, cost-effective blood tests to help diagnose and monitor a range of life-altering diseases, including some cancers and diseases associated with NETosis, such as sepsis. The Company tests are based on the science of Nucleosomics TM , which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid - since epigenetic changes in these parameters are an indication that disease is present. The Company is also investigating epigenetic changes in transcription factor binding, in particular CTCF. The Company's principal executive offices are located at 1489 West Warm Springs Road, Suite 110, Henderson, Nevada 89014. (d)-(e) No Convictions or Proceedings During the last five years, Mr. Reynolds has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Mr. Reynolds has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship Mr. Reynolds is a citizen of Australia. CUSIP No. 928661107 13D/A Page 4 of 7 Pages

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Common Stock Mr. Reynolds has affected the following transactions in the Company's Common Stock since the filing of Amendment No. 2 on March 1, 2021: On August 3, 2022, 24,823 RSUs granted on August 3, 2021 vested and resulted in the issuance of 24,823 shares of Common Stock to Mr. Reynolds. On August 30, 2022, Mr. Reynolds used $5,635 in personal funds to purchase 3,500 shares of Common Stock on the open market at $1.61 per share. On August 3, 2023, 24,822 RSUs granted on August 3, 2021 vested and resulted in the issuance of 24,822 shares of Common Stock to Mr. Reynolds. On August 16, 2023, Mr. Reynolds used $12,200 in personal funds to purchase 10,000 shares of Common Stock on the open market at $1.22 per share. On October 4, 2023, 29,667 Restricted Stock Units granted on October 4, 2022 vested and resulted in the issuance of 29,667 shares of Common Stock to Mr. Reynolds. On December 8, 2023, Mr. Reynolds used $6,715 in personal funds to purchase 10,000 shares of Common Stock on the open market at an approximate sale price of $0.6715 per share. Options The options to purchase 581,486 shares of Common Stock that are exercisable within the next 60 days were received, at no cost, by Mr. Reynolds on July 23, 2015, April 15, 2016, March 30, 2017, January 23, 2018, February 11, 2019, April 13, 2020, and August 3, 2021, respectively.

Purpose of Transaction

Item 4. Purpose of Transaction Mr. Reynolds holds his shares of Common Stock for investment purposes. Mr. Reynolds may, from time to time, depending on market conditions and other considerations, purchase additional shares or dispose of some or all of the shares held by him. Additionally, Mr. Reynolds has in the past acquired, and may in the future acquire, shares, stock options, RSUs or other rights to purchase securities of the Company in the ordinary course of business in connection with his services as an officer of the Company. (a) Mr. Reynolds has been granted options to purchase 581,486 shares of Common Stock. At the time of this Amendment 581,486 options are exercisable within the next 60 days. (b) Mr. Reynolds has been granted RSUs that remain unvested with respect to 577,333 shares of Common Stock. At the time of this Amendment none of the unvested RSUs will vest within the next 60 days. Other than (i) as set forth herein, or (ii) in Mr. Reynolds's capacity as a director and/or officer of the Company, Mr. Reynolds has no current plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. CUSIP No. 928661107 13D/A Page 5 of 7 Pages

Interest in Securities of the Company

Item 5. Interest in Securities of the Company (a) and (b) As of the date hereof, the beneficial ownership of Common Stock by Mr. Reynolds is as follows (based upon 81,891,304 shares of Common Stock issued and outstanding, which number is based on: (i) 78,685,873 issued and outstanding shares of Company common stock as of November 7, 2023, as reported in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023, plus (ii) 3,205,431 shares of Company common stock sold pursuant to a Private Placement with Wallonie Entreprendre S.A., as reported on Form 8-K filed with the SEC on December 5, 2023): Mr. Reynolds has (i) sole investment and voting power with respect to 1,826,671 shares of Common Stock and may be deemed to have (ii) shared investment or voting power with respect to 34,076 shares of Common Stock held by his spouse, Charlotte Reynolds, and 1,007,718 shares of Common Stock held by Concord, of which Mr. Reynolds is the majority shareholder. In aggregate, Mr. Reynolds may be deemed to beneficially own 2,868,465 shares of Common Stock, which reflects an approximate 3.5% beneficial ownership of the Company. Excluded from Mr. Reynolds' beneficial ownership are 109,483 shares of Common Stock underlying unvested RSUs subject solely to time-based vesting and 467,850 shares of Common Stock underlying unvested RSUs subject to both performance-based vesting and time-based vesting, each as granted to Mr. Reynolds under the 2015 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of Common Stock upon vesting. The unvested RSUs subject to solely time-based vesting are as follows: 16,717 shares of Common Stock underlying RSUs will vest in full on September 28, 2024; 29,667 shares of Common Stock underlying RSUs will vest in full on October 4, 2024; 16,717 shares of Common Stock underlying RSUs will vest in full on September 28, 2025; 29,666 shares of Common Stock underlying RSUs will vest in full on October 4,

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company Not applicable.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Not applicable. CUSIP No. 928661107 13D/A Page 7 of 7 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 9, 2024 /s/ Cameron Reynolds Cameron Reynolds The original statement shall be signed by each person on whose behalf the statement is filed or such person's authorized representative. If the statement is signed on behalf of a person by such person's authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided , however , that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath such person's signature.

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