VNRX

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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):  November 13, 2025

VolitionRx Limited

(Exact name of registrant as specified in its charter)

Delaware

001-36833

91-1949078

(State or other jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification Number)

1489 West Warm Springs Road, Suite 110 Henderson, Nevada 89014

(Address of principal executive offices and Zip Code)

+1 (512) 774-8930

(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. ☐

VOLITIONRX LIMITED

Form 8-K Current Report

Item 2.02. Results of Operations and Financial Condition.

The following information, including Exhibit 99.1, is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

On November 13, 2025, VolitionRx Limited (the “Company”) issued a press release announcing its financial results and certain business updates for the quarter ended September 30, 2025. The Company also confirmed its conference call to be held on November 14, 2025 at 8:30 a.m. U.S. Eastern Time.  Furnished herewith as Exhibit 99.1 and incorporated by reference herein is a copy of the press release.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release of VolitionRx Limited, dated November 13, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL (eXtensible Business Reporting Language) 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 13, 2025 By: /s/ Cameron Reynolds

Cameron Reynolds

Chief Executive Officer & President

3

EXHIBIT INDEX

Exhibit Number

Description

99.1

Press Release of VolitionRx Limited, dated November 13, 2025.

4

vnrx_8k.htm0000093314false00000933142025-10-102025-10-10iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): October 10, 2025

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 and zip code)

+1 (646) 650-1351 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed from 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 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 owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%.  The Company also entered into a warrant agent agreement with the Company’s transfer agent, VStock Transfer LLC (the “Warrant Agent”), which will act as warrant agent for the Company, setting forth certain terms and conditions with respect to the Warrant Agent’s service as warrant agent for the Warrants (the “Warrant Agent Agreement”).

The Company agreed to reimburse the Underwriter for up to $100,000 of its reasonable, necessary, and documented out-of-pocket expenses incurred in connection with the Offering, including the fees and expenses of counsel to the Underwriter

vnrx_8k.htm0000093314false00000933142025-08-142025-08-14iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): August 14, 2025

VolitionRx Limited

(Exact name of registrant as specified in its charter)

Delaware

001-36833

91-1949078

(State or other jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification Number)

1489 West Warm Springs Road, Suite 110 Henderson, Nevada 89014 (Address of principal executive offices and 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 ofthe 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. ☐

VOLITIONRX LIMITED

Form 8-K Current Report

Item 2.02. Results of Operations and Financial Condition.

The following information, including Exhibit 99.1, is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

On August 14, 2025, VolitionRx Limited (the “Company”) issued a press release announcing its financial results and certain business updates for the quarter ended June 30, 2025. The Company also confirmed its conference call to be held on August 15, 2025 at 8:30 a.m. U.S. Eastern Time. Furnished herewith as Exhibit 99.1 and incorporated by reference herein is a copy of the press release.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release of VolitionRx Limited, dated August 14, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL (eXtensible Business Reporting Language) 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 August 14, 2025 By: /s/ Cameron Reynolds

Cameron Reynolds

Chief Executive Officer & President

3

EXHIBIT INDEX

Exhibit Number

Description

99.1

Press Release of VolitionRx Limited, dated August 14, 2025.

4