UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2026

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to                 

 

Commission File Number: 001-36833

 

VOLITIONRX LIMITED

(Exact name of registrant as specified in its charter)

 

Delaware		91-1949078
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1489 West Warm Springs Road, Suite 110 Henderson, Nevada		89014
(Address of principal executive offices)		(Zip Code)

 

+1 (512) 774–8930

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes     ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes     ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes     ☒ No

 

As of August 11, 2026, there were 13,649,384 shares of the registrant’s $0.001 par value common stock issued and outstanding.

 

 

VOLITIONRX LIMITED

 

QUARTERLY REPORT ON FORM 10-Q

FOR THE SIX MONTHS ENDED JUNE 30, 2026

 

TABLE OF CONTENTS

 

			PAGE
PART I	FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS (UNAUDITED)		5
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		40
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		49
Item 4.	CONTROLS AND PROCEDURES		49
PART II	OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS		51
Item 1A.	RISK FACTORS		51
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		51
Item 3.	DEFAULTS UPON SENIOR SECURITIES		51
Item 4.	MINE SAFETY DISCLOSURES		51
Item 5.	OTHER INFORMATION		51
Item 6.	EXHIBITS		52
SIGNATURES			53

 

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Use of Terms

 

Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q to the “Company,” “VolitionRx,” “Volition,” “we,” “us,” and “our” are references to VolitionRx Limited and its wholly owned subsidiaries, Volition Global Services SRL, Singapore Volition Pte. Limited, Belgian Volition SRL, Volition Diagnostics UK Limited, Volition America, Inc., and its majority-owned subsidiary, Volition Veterinary Diagnostics Development LLC. Additionally, unless otherwise specified, all references to “$” refer to the legal currency of the United States of America.

 

Nucleosomics^TM,, Capture-PCR^TM, Nu.Q^® and Capture-Seq^TM and their respective logos are trademarks and/or service marks of VolitionRx and its subsidiaries. All other trademarks, service marks and trade names referred to herein are the property of their respective owners.

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements are subject to considerable risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report or incorporated by reference into this Report are forward-looking statements. We have attempted to identify forward-looking statements by using words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate(s),” “expect,” “forecast(s),” “goal,” “intend,” “may,” “plan(s),” “potential,” “project,” “seek,” “should,” “strategy,” “will,” and other forms of these words or similar words or expressions or the negative thereof (although not all forward-looking statements contain these words). In particular, forward-looking statements contained in this Report, and the information and documents incorporated by reference within this Report, relate to, among other things, our predictions of earnings, revenues, expenses or other financial items; plans or expectations with respect to our development activities or business strategy, including regulatory approvals, commercialization and market acceptance; statements concerning industry trends and industry size; statements regarding anticipated demand for our products and market opportunity, or the products of our competitors; statements relating to manufacturing forecasts, and the potential impact of our relationships with contract manufacturers, original equipment manufacturers and distributors on our business; assumptions regarding the future cost and potential benefits of our research and development efforts; the effect of critical accounting policies; forecasts of our liquidity position or available cash resource and financing plans; and statements relating to the assumptions underlying any of the foregoing. We caution you that the foregoing list may not include all of the forward-looking statements made in this Report and the information and documents incorporated by reference within this Report.

 

We have based our forward-looking statements on our current assumptions, expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements are subject to substantial known and unknown risks and uncertainties that could cause our future business, financial condition, results of operations or performance, to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this Report.

 

Some significant factors that may impact our estimates and forward-looking statements include, but are not limited to:

 

	·	Our need to raise additional capital in the future, and our ability to do so, including our ability to regain compliance with NYSE American listing standards (see Note 2).
	·	Our inability to generate any significant revenues or achieve profitability;
	·	Our expansion of our product development and sales and marketing capabilities could give rise to difficulties in managing our growth;
	·	Our dependence on third-party distributors;
	·	Our limited experience with sales and marketing;
	·	The possibility that we may not be able to continue to operate, as indicated by the “going concern” opinion from our auditors;
	·	Our ability to successfully develop, manufacture, market, and sell our future products;
	·	Our ability to timely obtain necessary regulatory clearances or approvals to distribute and market our future products;
	·	The acceptance by the marketplace of our future products;
	·	The highly competitive and rapidly changing nature of the diagnostics market;
	·	Protection of our patents, intellectual property and trade secrets;
	·	Our reliance on third parties to manufacture and supply our intended products, and such manufacturers’ dependence on third-party suppliers;
	·	The material weaknesses in our internal control over financial reporting that we have identified;
	·	Pressures related to macroeconomic and geopolitical conditions; and
	·	Other risks identified elsewhere in this Report, as well as in our other filings with the Securities and Exchange Commission (the “SEC”).

 

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For additional information, refer to the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” within this Report, as well as in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 31, 2026 (our “Annual Report”), and the other documents that we have filed with the SEC.

 

In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. For these reasons, readers are cautioned not to place undue reliance on any forward-looking statements.

 

You should read this Report in its entirety, including the documents that we file as exhibits to this Report and the documents we incorporate by reference into this Report, with the understanding that our future results may be materially different from what we currently expect. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations. If we do update or correct any forward-looking statements, readers should not conclude that we will make additional updates or corrections.

 

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PART I FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

  

		Page
Condensed Consolidated Balance Sheets		6
Condensed Consolidated Statements of Operations and Comprehensive Loss		7
Condensed Consolidated Statements of Stockholders’ Deficit		8
Condensed Consolidated Statements of Cash Flows		10
Notes to the Condensed Consolidated Financial Statements		11

 

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VOLITIONRX LIMITED

Condensed Consolidated Balance Sheets 

(Expressed in United States Dollars, except share numbers)

 

		June 30,				December 31,
		2026				2025
		$				$
ASSETS		(UNAUDITED)
Current Assets
Cash and cash equivalents			2,790,994				1,117,028
Accounts receivable			277,355				317,808
Prepaid expenses			689,008				433,680
Other current assets			335,587				192,409
Total Current Assets			4,092,944				2,060,925
Property and equipment, net			3,564,114				4,027,849
Operating lease right-of-use assets			338,795				495,749
Intangible assets, net			305,133				316,704
Total Assets			8,300,986				6,901,227
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable			3,564,762				2,918,768
Accrued liabilities			2,670,128				4,211,828
Deferred revenue			177,582				353,846
Management and directors’ fees payable			54,391				80,939
Current portion of long-term debt			1,070,020				890,571
Current portion of finance lease liabilities			53,593				54,377
Current portion of operating lease liabilities			204,724				250,336
Current portion of grant repayable			101,951				117,093
Warrant liability			6,400				20,978
Derivative liability			2,168,500				913,742
Current portion of convertible note payable, net			3,420,585				2,418,275
Total Current Liabilities			13,492,636				12,230,753
Long-term debt, net of current portion			5,981,815				5,818,354
Deferred revenue, net of current portion			21,225,421				21,938,462
Finance lease liabilities, net of current portion			282,278				317,859
Operating lease liabilities, net of current portion			157,478				276,558
Grant repayable, net of current portion			460,911				473,652
Convertible note payable, net of current portion			239,807				1,438,400
Total Long-Term Liabilities			28,347,710				30,263,285
Total Liabilities			41,840,346				42,494,038
Stockholders’ Deficit
Common Stock
Authorized: 325,000,000 shares of common stock, at $0.001 par value per share
Issued and outstanding: 12,044,339 shares and 6,288,988 shares, respectively			12,044				6,289
Additional paid-in capital			235,263,755				218,943,759
Accumulated other comprehensive income			(88,451	)			(295,071	)
Accumulated deficit			(267,352,291	)			(252,901,370	)
Total VolitionRx limited Stockholders’ Deficit			(32,164,943	)			(34,246,393	)
Non-controlling interest			(1,374,417	)			(1,346,418	)
Total Stockholders’ Deficit			(33,539,360	)			(35,592,811	)
Total Liabilities and Stockholders’ Deficit			8,300,986				6,901,227

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

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VOLITIONRX LIMITED

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(Expressed in United States Dollars, except share numbers)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2026 $				2025 $				2026 $				2025 $
Revenues
Services			-				161,778				58,949				277,254
Product			398,657				244,910				1,324,784				375,819
Total Revenues			398,657				406,688				1,383,733				653,073
Operating Expenses
Research and development			1,800,656				2,720,207				4,652,907				5,327,321
General and administrative			2,205,471				2,940,754				4,858,283				5,184,116
Sales and marketing			548,513				1,043,534				1,400,214				1,960,833
Total Operating Expenses			4,554,640				6,704,495				10,911,404				12,472,270
Operating Loss			(4,155,983	)			(6,297,807	)			(9,527,671	)			(11,819,197	)
Other Income (Expenses)
Grant income (loss)			(45,914	)			75,991				74,617				197,227
Gain on disposal of fixed assets			341				330				2,101				330
Interest income			163				160				179				318
Interest expense			(740,388	)			(123,356	)			(866,230	)			(220,025	)
Amortization of debt discount			(405,068	)			(325,305	)			(855,202	)			(325,305	)
Gain (loss) on change in fair value of derivative liability			(1,374,076	)			418,681				(1,277,758	)			418,681
Gain (loss) on change in fair value of warrant liability			1,162				(62,764	)			14,578				(42,726	)
Loss on extinguishment of debt			(595,500	)			-				(1,583,434	)			-
Total Other Income (Expenses)			(3,159,280	)			(16,263	)			(4,491,149	)			28,500
Net Loss			(7,315,263	)			(6,314,070	)			(14,018,820	)			(11,790,697	)
Net Loss Attributable to Non-Controlling Interest			(10,784	)			29,992				27,999				82,860
Net Loss Attributable to VolitionRx Limited Stockholders			(7,326,047	)			(6,284,078	)			(13,990,821	)			(11,707,837	)
Other Comprehensive Income (Loss)
Foreign currency translation adjustments			72,313				(575,996	)			206,620				(829,925	)
Net Comprehensive Loss			(7,242,950	)			(6,890,066	)			(13,812,200	)			(12,620,622	)
Net Loss Attributable to VolitionRx Limited Stockholders			(7,326,047	)			(6,284,078	)			(13,990,821	)			(11,707,837	)
Deemed dividend - down round provision in warrants			(460,100	)			-				(460,100	)			-
Net Loss Attributable to Common Stockholders			(7,786,147	)			(6,890,066	)			(14,450,921	)			(12,620,622	)
Net Loss Per Share – Basic and Diluted Attributable to VolitionRx Limited			(0.85	)			(1.22	)			(1.80	)			(2.35	)
Weighted Average Shares Outstanding
– Basic and Diluted			9,154,815				5,132,705				8,018,292				4,980,599

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

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VOLITIONRX LIMITED

Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited)

(Expressed in United States Dollars, except share numbers)

 

 For the Three and Six Months ended June 30, 2026 and June 30, 2025

 

														Accumulated
										Additional				Other								Non -
		Common Stock								Paid-in				Comprehensive				Accumulated				Controlling
		Shares				Amount				Capital				Income				Deficit				Interest				Total
		#				$				$				$				$				$				$
Balance, December 31, 2025			6,288,988				6,289				218,943,759				(295,071	)			(252,901,370	)			(1,346,418	)			(35,592,811	)
Common stock issued for cash, net of issuance costs			1,000,681				1,001				5,172,803				-				-				-				5,173,804
Common stock issued for settlement of RSUs			25,915				26				(26	)			-				-				-				-
Issuance of warrants in connection with convertible note offering			-				-				615,852				-				-				-				615,852
Fair value of convertible note settlement			-				-				2,803,200				-				-				-				2,803,200
Common stock issued for settlement of convertible note repayments			615,028				615				(615	)			-				-				-				-
Stock-based compensation			-				-				224,982				-				-				-				224,982
Tax withholdings paid related to stock-based compensation			-				-				(15,706	)			-				-				-				(15,706	)
Foreign currency translation			-				-				-				134,307				-				-				134,307
Net loss for the period			-				-				-				-				(6,664,774	)			(38,783	)			(6,703,557	)
Balance, March 31, 2026			7,930,612				7,931				227,744,249				(160,764	)			(259,566,144	)			(1,385,201	)			(33,359,929	)
Common stock issued for cash, net of issuance costs			3,425,885				3,425				5,455,017				-				-				-				5,458,442
Deemed dividend - down round provision in warrants			-				-				460,100				-				(460,100	)			-				-
Common stock issued for settlement of RSUs			527				1				(1	)			-				-				-				-
Fair value of convertible note settlement			-				-				1,367,200				-				-				-				1,367,200
Common stock issued for settlement of Convertible note repayments			687,315				687				(687	)			-				-				-				-
Stock-based compensation			-				-				238,002				-				-				-				238,002
Tax withholdings paid related to stock-based compensation			-				-				(125	)			-				-				-				(125	)
Foreign currency translation			-				-				-				72,313				-				-				72,313
Net loss for the period			-				-				-				-				(7,326,047	)			10,784				(7,315,263	)
Balance, June 30, 2026			12,044,339				12,044				235,263,755				(88,451	)			(267,352,291	)			(1,374,417	)			(33,539,360	)

 

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VOLITIONRX LIMITED

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(Expressed in United States Dollars, except share numbers)

 

														Accumulated
										Additional				Other								Non -
		Common Stock								Paid-in				Comprehensive				Accumulated				Controlling
		Shares				Amount				Capital				Income (Loss)				Deficit				Interest				Total
		#				$				$				$				$				$				$
Balance, December 31, 2024			4,804,874				4,805				204,246,287				385,631				(229,544,343	)			(1,200,116	)			(26,107,736	)
Common stock issued for cash, net of issuance costs			227,622				227				2,384,427				-				-				-				2,384,654
Common stock issued for settlement of RSUs			4,878				5				(5	)			-				-				-				-
Stock-based compensation			-				-				347,801				-				-				-				347,801
Stock-based compensation in relation to modification of options			-				-				103,573				-				-				-				103,573
Tax withholdings paid related to stock-based compensation			-				-				(24,411	)			-				-				-				(24,411	)
Foreign currency translation			-				-				-				(253,929	)			-				-				(253,929	)
Net loss for the period			-				-				-				-				(5,423,759	)			(52,868	)			(5,476,627	)
Balance, March 31, 2025			5,037,374				5,037				207,057,672				131,702				(234,968,102	)			(1,252,984	)			(29,026,675	)
Common stock issued for cash, net of issuance costs			16,078				16				60,588				-				-				-				60,604
Common stock issued for settlement of RSUs			47,735				48				(48	)			-				-				-				-
Common stock issued for cash, in respect of warrant shares			97,914				98				1,860				-				-				-				1,958
Stock-based compensation			-				-				812,045				-				-				-				812,045
Issuance of warrants in connection with convertible note offering			-				-				1,998,869				-				-				-				1,998,869
Tax withholdings paid related to stock-based compensation			-				-				(55,057	)			-				-				-				(55,057	)
Foreign currency translation			-				-				-				(575,996	)			-				-				(575,996	)
Net loss for the period			-				-				-				-				(6,284,078	)			(29,992	)			(6,314,070	)
Balance, June 30, 2025			5,199,101				5,199				209,875,929				(444,294	)			(241,252,180	)			(1,282,976	)			(33,098,322	)

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

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VOLITIONRX LIMITED

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Expressed in United States Dollars)

 

		Six Months Ended June 30,
		2026				2025
		$				$
Operating Activities
Net loss			(14,018,820	)			(11,790,697	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			395,384				504,629
Amortization of operating lease right-of-use assets			144,566				122,180
(Gain) loss on disposal of fixed assets			(2,101	)			(330	)
Amortization of debt discount			855,202				325,305
Stock-based compensation			462,985				1,263,419
Loss on extinguishment of debt			1,583,434				-
(Gain) loss on change in warrant liability			(14,578	)			42,726
Loss (gain) on change in fair value of derivative liability			1,277,758				(418,681	)
Mandatory default amount on convertible notes payable			623,333				-
Changes in operating assets and liabilities:
Prepaid expenses			(223,420	)			(135,808	)
Accounts receivable			40,453				(79,023	)
Other current assets			(143,178	)			(101	)
Deferred revenue, current and non-current			(889,305	)			(107,559	)
Accounts payable and accrued liabilities			(402,085	)			(188,884	)
Management and directors’ fees payable			26,548				24,306
Right-of-use assets operating leases liabilities			(155,957	)			(122,189	)
Net Cash Used In Operating Activities			(10,439,781	)			(10,560,707	)
Investing Activities
Purchases of property and equipment			(11,002	)			(78,591	)
Net Cash Used In Investing Activities			(11,002	)			(78,591	)
Financing Activities
Net proceeds from issuances of common shares			10,608,848				2,447,214
Tax withholdings paid related to stock-based compensation			(15,831	)			(79,468	)
Proceeds from grants repayable			1,091				32,426
Net proceeds from issuances of convertible note and warrants			1,755,000				5,802,799
Proceeds from long-term debt			962,723				1,570,176
Payments on long-term debt			(426,607	)			(411,824	)
Payments on grants repayable			(13,049	)			-
Payments on convertible loan note			(250,000	)			-
Payments on finance lease obligations			(26,963	)			(24,219	)
Net Cash Provided By Financing Activities			12,595,212				9,337,104
Effect of foreign exchange on cash			(470,463	)			293,761
Net change in cash and cash equivalents			1,673,966				(1,008,433	)
Cash and cash equivalents – Beginning of the Period			1,117,028				3,264,429
Cash and cash equivalents – End of the Period			2,790,994				2,255,996
Supplemental Disclosures of Cash Flow Information
Interest paid			242,897				220,025
Non-Cash Financing Activities
Deemed dividend - down round provision in warrants			460,100				-
Common stock issued upon settlement of vested RSUs			27				53
Fair value of derivative liability recognized upon issuance of convertible note			385,300				1,042,471
Issuance of warrants in connection with convertible note offering			615,852				1,998,869
Debt issuance costs recognized upon issuance of convertible note			645,000				1,697,201
Common stock issued for settlement of convertible loan note repayments			4,170,400				-
Offering costs from issuance of common stock			282,999				219,801
Non-cash note payable			262,552				292,470

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

 

Basis of Presentation and use of estimates

 

The accompanying unaudited condensed consolidated financial statements of VolitionRx Limited (the “Company” or “VolitionRx”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q AND Article 10 of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2025 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2026 (the “Annual Report”). The interim unaudited condensed consolidated financial statements should be read in conjunction with those audited consolidated financial statements included in the Annual Report. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the six-months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

 

The preparation of the Company’s Condensed Consolidated Financial Statements requires management to make certain estimates and the assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported and reported amounts of revenues and expenses. Such estimates include impairment of long-lived assets, accounts receivable, useful lives of intangible assets and property and equipment, fair values of stock-based awards, income taxes, fair value measurements of warrant and derivative liabilities, debt discounts, and going concern assessments among others. These estimates and assumptions are based on management’s judgment. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the circumstances or experiences on which the estimate was based or as a result of new information. Changes in estimates, including those resulting from changes in the economic environment, are reflected in the period in which the change in estimate occurs.

 

Recently Issued Accounting Pronouncements

 

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact ASU 2024-03 will have on its condensed consolidated financial statements.

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

 

Recently Issued Accounting Pronouncements (continued) 

 

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact ASU 2025-10 will have on its condensed consolidated financial statements.

 

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2025-11 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact ASU 2025-11 will have on its condensed consolidated financial statements.

 

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued) 

 

Fair Value Measurements

 

Pursuant to ASC 820, “Fair Value Measurements and Disclosures,” an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The financial instruments of the Company consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt, a warrant liability and derivative liabilities. The carrying amounts of these items are considered Level 1 due to their short-term nature and their market interest rates, except for the warrant liability and derivative liabilities, which are considered Level 2 and are recorded at fair value at the end of each reporting period.

 

Included in the following table are the Company’s major categories of assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025.

 

Fair Value Measurements at June 30, 2026
Description		Level 1				Level 2				Level 3				Total
		$				$				$				$
Liabilities
Warrant liability							6,400								6,400
Derivative liability May 2025							1,173,600								1,173,600
Derivative liability January 2026							994,900								994,900
			-				2,174,900				-				2,174,900
Fair Value Measurements at December 31, 2025
Description		Level 1				Level 2				Level 3				Total
			$			$					$			$
Liabilities
Warrant liability							20,978								20,978
Derivative liability May 2025							913,742								913,742
			-				934,720				-				934,720

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued)

 

Fair Value Measurements (continued) 

 

As of June 30, 2026, the warrant liability was $6,400. The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis for the six-months ended June 30, 2026.

 

Warrant Liability

 

		Total
		$
Balance at December 31, 2024			97,886
Gain on change in fair value of warrant liability			(76,908	)
Balance at December 31, 2025			20,978
Gain on change in fair value of warrant liability			(14,578	)
Balance at June 30, 2026			6,400

 

As of June 30, 2026, the derivative liability related to the May 2025 Lind Note (as defined below) was $1,173,600. The following table provides a roll-forward of the derivative liability measured at fair value on a recurring basis for the six-months ended June 30, 2026.

 

Derivative Liability - May 2025 Note

 

		Total
		$
Balance at December 31, 2024			-
Initial fair value of embedded derivative liability upon issuance of convertible note			1,042,471
Gain on change in fair value of derivative liability			(128,729	)
Balance at December 31, 2025			913,742
Loss on change in fair value of derivative liability			630,858
Conversion extinguishment			(371,000	)
Balance at June 30, 2026			1,173,600

 

As of June 30, 2026, the derivative liability was $994,900. The following table provides a roll-forward of the derivative liability measured at fair value on a recurring basis for the six-months ended June 30, 2026.

 

Derivative Liability - January 2026 Note

 

		Total
		$
Initial fair value of embedded derivative liability upon issuance of convertible note			385,300
Loss on change in fair value of derivative liability			646,900
Conversion extinguishment			(37,300	)
Balance at June 30, 2026			994,900

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued) 

 

Basic and Diluted Net Loss Per Share

 

The Company computes net loss per share in accordance with ASC 260, “Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations and comprehensive loss. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. For all periods presented, basic and diluted net loss per share and weighted average shares outstanding have been retrospectively adjusted to reflect the reverse stock split described above. As of June 30, 2026, 5,340,184 potential common shares equivalents from warrants, options, and restricted stock units (“RSUs”) were excluded from the diluted EPS calculations as their effect is anti-dilutive.

 

Reverse stock split

 

In April 2026, following stockholder approval, the Company effected a one-for-twenty reverse stock split of its issued and outstanding common stock, par value $0.001 per share (the “Reverse Stock Split”). On April 27, 2026, the Company filed a Certificate of Third Amendment to its Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect the Reverse Stock Split, which became effective at 12:01 a.m. Eastern Time on April 28, 2026. The Company’s common stock began trading on a post-split basis on April 28, 2026. As a result of the Reverse Stock Split, every twenty shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split, and each stockholder who otherwise would have been entitled to receive a fractional share received one whole share of common stock in lieu of such fractional share. Accordingly, all share and per-share amounts for all periods presented in these Condensed Consolidated Financial Statements and accompanying notes have been retroactively adjusted to reflect the Reverse Stock Split. In addition, all outstanding equity awards, warrants, convertible notes and other equity securities and instruments outstanding immediately prior to the Reverse Stock Split have been proportionately adjusted to reflect the Reverse Stock Split, to the extent required by their respective terms.

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 2 – Liquidity and Going Concern Assessment

 

The Company’s condensed consolidated financial statements are prepared using GAAP applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. Management assesses liquidity and going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings under financing arrangements, to operate for a period of at least one year from the date the financial statements are issued, which is referred to as the “look-forward period,” as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management considered various scenarios, forecasts, projections, estimates and made certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs, its expected debt service and convertible note repayment obligations, and its ability to raise additional capital, if necessary, among other factors.

 

For the six-months ended June 30, 2026, the Company incurred a net loss of $14.0 million and used cash in operating activities of $10.4 million. As of June 30, 2026, the Company had cash and cash equivalents of $2.8 million and an accumulated deficit of $267.4 million. As of June 30, 2026, the Company had a stockholders’ deficit of $33.5 million and current liabilities of $13.5 million, including current portions of debt and convertible note obligation.

 

Subsequent to June 30, 2026, and through the date these condensed consolidated financial statements were issued, the Company received net proceeds of approximately $0.4 million from sales of common stock under its at-the-market offering program. See Note 9, Subsequent Events.

 

The Company has generated operating losses and has experienced negative cash flows from operations since inception. The Company has not generated significant revenues and expects to incur further losses in the future, particularly from continued development of its clinical-stage diagnostic tests and commercialization activities. The future of the Company as an operating business will depend on its ability to obtain sufficient capital through equity or debt financings, licensing or distribution arrangements, or other strategic transactions and/or generate revenues as may be required to sustain its operations. Management plans to address the above as needed by (a) granting licenses and/or distribution rights to third parties in exchange for specified up-front milestones, royalty, or other payments, (b) obtaining additional financing through debt or equity transactions, (c) securing additional grant funds, and (d) developing and commercializing its products in an efficient manner. Management continues to exercise tight cost controls to conserve cash. As part of the Company’s cash conservation efforts, directors and certain employees have elected to exchange a portion of their fees earned or paid in cash or salary, respectively, for RSUs in the Company for a period of up to twelve months.

 

On February 6, 2026, VolitionRx Limited (the “Company”) received a notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) indicating that the Company was not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’ equity of at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years.  The Notice also indicated that the Company was not currently eligible for any exemption in Section 1003(a) of the Company Guide (including the exemption provided for companies with total value of market capitalization exceeding $50 million among other things). 

 

The Company was required to submit a plan to the NYSE American by March 8, 2026, advising of actions it has taken or will take to regain compliance with the continued listing standards by August 6, 2027. The Company submitted a plan prior to the deadline. 

 

On April 22, 2026, the Company received a notification (the “Acceptance Letter”) from the NYSE American that the Company’s previously submitted plan to regain compliance with the NYSE American’s listing standards (the “Plan”) was accepted. In the Acceptance Letter, the NYSE American granted the Company until August 6, 2027 (the “Plan Period”) to regain compliance with the continued listing standards. 

 

During the Plan Period, the Company will be subject to periodic review by the NYSE American on its progress with the goals and initiatives outlined in the Plan. The Company intends to take all reasonable measures available to regain compliance during the Plan Period. If the Company does not regain compliance with the NYSE American listing standards by August 6, 2027, or if the Company does not make sufficient progress consistent with the Plan during the Plan Period, then NYSE American may initiate delisting proceedings. 

 

The Acceptance Letter has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded on the NYSE American during the Plan Period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Common Stock will continue to trade under the symbol “VNRX”. The Acceptance Letter does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraphs and to eventually attain profitable operations.

 

Management assessed the mitigating effect of these plans to determine if it is probable that the plans would be effectively implemented within one year after the condensed consolidated financial statements are issued and when implemented, would mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. These plans are subject to market conditions and reliance on third parties, and there is no assurance that effective implementation of the Company’s plans will result in the necessary funding to continue current operations and satisfy current and expected debt obligations. The Company has implemented short-term cash preservation and cost-saving initiatives to conserve cash. Although the Company has raised additional capital subsequent to June 30, 2026, management expects that additional funding will be required to continue current operations and satisfy current and expected obligations during the look-forward period. The Company concluded that these plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern within one year from the date the condensed consolidated financial statements are issued.

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 3 - Property and Equipment

 

The Company’s property and equipment consisted of the following amounts as of June 30, 2026 and December 31, 2025:

 

				June 30, 2026				December 31, 2025
		Useful Life		Cost $				Cost $
Computer hardware and software		3 years			639,667				658,088
Laboratory equipment		5 years			4,943,422				5,042,403
Office furniture and equipment		5 years			389,642				398,679
Buildings		30 years			2,185,290				2,246,138
Building improvements		5-15 years			1,882,851				1,935,277
Land		Not amortized			136,998				140,812
Total property and equipment					10,177,870				10,421,397
Less accumulated depreciation					6,613,756				6,393,548
Total property and equipment, net					3,564,114				4,027,849

 

During the six-months period ended June 30, 2026 and June 30, 2025, the Company recognized $383,065 and $492,925, respectively, in depreciation expense.

 

Note 4 - Intangible Assets

 

The Company’s intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years.

 

		June 30, 2026				December 31, 2025
		Cost $				Cost $
Patents and Licenses			1,476,754				1,513,278
Total Patents and Licenses			1,476,754				1,513,278
Less accumulated amortization			1,171,621				1,196,574
Total Patents and Licenses, net			305,133				316,704

 

During the six-months period ended June 30, 2026 and June 30, 2025, the Company recognized $12,319 and $12,028, respectively, in amortization expense.

 

The Company amortizes the patents and licenses on a straight-line basis with terms ranging from 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows:

 

		Amount
		$
2026 - Remaining			10,692
2027			21,384
2028			21,384
2029			21,384
2030			19,094
Greater than 5 years			211,195
Total Intangible Assets			305,133

 

The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360, “Property, Plant and Equipment,” as of December 31, 2025. The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, 2025.

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 5 - Related-Party Transactions

 

See Note 6, Common Stock, for common stock issued to related parties and Note 7, Stock-Based Compensation, for stock options, warrants and RSUs issued to related parties. The Company has agreements with related parties for the purchase of consultancy services which are accrued under management and directors’ fees payable (see condensed consolidated balance sheets).

 

Note 6 - Common Stock

 

As of June 30, 2026, the Company was authorized to issue 325 million shares of common stock, par value $0.001 per share, of which 12,044,339 and 6,288,988 shares were issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

 

Stock Option Exercises

 

During the six-months ended June 30, 2026, no shares of common stock were issued pursuant to the exercise of stock options.

 

Stock Options Expired / Cancelled

 

Below is a table summarizing the stock options that expired during the six-months ended June 30, 2026, all of which were issued pursuant to the 2015 Plan.

 

Equity Incentive Plan		Options (#)				Grant Date		Options Cancelled (#)				Grant Price ($)				Cancellation Date
2015			29,500			Apr 15, 2016			29,500				80.00			Apr 15, 2026
			29,500						29,500

 

RSU Settlements

 

Below is a table summarizing the RSUs that vested and settled during the six-months ended June 30, 2026, all of which were issued pursuant to the 2015 Plan.

 

Equity Incentive Plan		RSUs Vested (#)				Vest Date		Shares Issued (#)				Shares Withheld for Taxes (#)
2015			250			Jan 9, 2026			250				-
2015			1,468			Jan 15, 2026			1,468				-
2015			5,067			Feb 1, 2026			4,542				525
2015			233			Feb 22, 2026			137				96
2015			625			Mar 7, 2026			625				-
2015			334			Apr 1, 2026			334				-
2015			200			May 23, 2026			160				40
2015			34			Jun 15, 2026			34				-
			8,211						7,550				661

 

Below is a table summarizing the RSUs that vested and settled during the six-months ended June 30, 2026, all of which were issued pursuant to the 2024 Plan.

 

Equity Incentive Plan		RSUs Vested (#)				Vest Date		Shares Issued (#)				Shares Withheld for Taxes (#)
2024			7,734			Mar 1, 2026			6,845				889
2024			14,270			Mar 17, 2026			12,047				2,223
			22,004						18,892				3,112

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 6 - Common Stock (continued)  

 

2026 Lind Purchase Agreement

 

On January 7, 2026, the Company entered into an amended and restated securities purchase agreement (the “Amended SPA”) with Lind Global Asset Management XII LLC, a Delaware limited liability company (“Lind”). Under the Amended SPA, the Company received $2,000,000 in funding from Lind in exchange for the issuance to Lind of a Senior Secured Convertible Promissory Note in the principal amount of $2,400,000 (the “2026 Lind Note”) and a Common Stock Purchase Warrant for the purchase of 350,018 shares of our common stock at a price of $11.428 per share, subject to adjustment, and exercisable for five years (the “2026 Lind Warrant” and, together with the 2026 Lind Note, the “2026 Securities”). The exercise price of the 2026 Lind Warrant was subsequently adjusted to $2.015 per share as a result of the June 2026 equity offering noted below. As additional consideration to Lind, the Company paid a commitment fee in the amount of $70,000, which was paid by deduction from the funding received by the Company. The Amended SPA contains customary representations and warranties of the Company and Lind, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.

 

As previously reported, on May 15, 2025, the Company and Lind entered into a securities purchase agreement (the “Original SPA”) pursuant to which the Company issued to Lind a senior secured convertible promissory note in the principal amount of $7,500,000 (the “2025 Lind Note” and collectively with the 2026 Lind Note, the “Lind Notes”) and a common stock purchase warrant to purchase 651,042 shares of common stock (collectively, the “2025 Securities”). The Amended SPA amends and restates the Original SPA to provide for the sale and issuance of the 2026 Securities, which issuance and sale is in addition to the previous issuance and sale of the 2025 Securities.

 

The 2026 Lind Note, which does not accrue interest, is repayable in 18 consecutive monthly installments in the amount of $133,333 beginning six-months from the issuance date. While the 2026 Lind Note is outstanding, Lind may elect with respect to no more than two monthly payments to increase the amount of such monthly payment up to $1,000,000 upon notice to the Company. The monthly payments due under the 2026 Lind Note may be made by the issuance of common stock valued at the Repayment Share Price (as defined below), cash in an amount equal to 1.05 times the required payment amount, or a combination of cash and shares of the Company’s common stock. The “Repayment Share Price” is defined in the 2026 Lind Note as 90% of the average of the five lowest daily volume weighted average prices of one share of the Company’s common stock during the 20 trading days prior to the payment date. The 2026 Lind Note sets forth certain conditions that must be satisfied before the Company may make any monthly payments in shares of common stock.

 

The 2026 Lind Note was initially convertible by Lind from time to time at a price of $11.428 per share, subject to adjustment (the “Conversion Price”), or an aggregate of 210,011 shares based upon the initial principal amount and the initial Conversion Price. The Conversion Price was subsequently adjusted to $1.55 per share as a result of the June 2026 equity offering noted below. The dollar amount of any conversions by Lind will be applied toward upcoming Lind Note payments in reverse chronological order. The 2026 Lind Note may be prepaid in whole upon written notice on any business day following 30 days after the earlier to occur of (i) the resale registration statement for the shares underlying the 2026 Lind Note being declared effective by the Securities and Exchange Commission or (ii) the date that the shares issued pursuant to conversion of the 2026 Lind Note may be immediately resold under Rule 144 without restriction on the number of shares to be sold or the manner of sale; but in the event of a prepayment notice, Lind may convert up to one-third of principal amount due at the lesser of the Repayment Share Price or the Conversion Price.

 

Issuance of shares of common stock upon repayment or conversion of the 2026 Lind Note (the “Note Shares”) and upon exercise of the 2026 Lind Warrant (the “Warrant Shares”) is subject to an ownership limitation equal to 4.99% of the Company’s outstanding shares of common stock; provided, that if Lind and its affiliates beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, then such limitation shall automatically increase to 9.99% so long as Lind and its affiliates own in excess of 4.99% of such common stock (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon Lind and its affiliates ceasing to own in excess of 4.99% of such common stock).

 

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 6 - Common Stock (continued)

 

2026 Lind Purchase Agreement (continued)  

 

Upon the occurrence of any Event of Default (as defined in the 2026 Lind Note), the 2026 Lind Note will become immediately due and payable and the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Note, subject to a reduction to 110% in certain circumstances, in addition to any other remedies under the 2026 Lind Note or the other transaction documents. Events of Default include, among others, failure of the Company to make any Note payment when due, a default in any indebtedness or adverse judgments in excess of threshold amounts, the failure of the Company to instruct its transfer agent to issue unlegended certificates in certain circumstances, the Company’s shares of common stock no longer being publicly traded or listed on a national securities exchange, any stop order or trading suspension restricting the trading in the Company’s common stock for a specified period, the announcement or consummation of a Change of Control (as defined in the Amended SPA), the failure to file reports or filings required by the SEC, and the Company’s market capitalization falling below a threshold amount for a specified period, each as defined in the 2026 Lind Note.

 

As a result of the Company’s failure to comply with the market capitalization covenant, on May 21, 2026, the Company and Lind entered into a waiver and consent (the “Waiver”) pursuant to which Lind waived certain rights and remedies under the Lind Notes and the other transaction documents arising from the Company’s failure to comply with the market capitalization covenant, subject to the terms and conditions set forth in the Waiver. Accordingly, Lind has waived and is no longer entitled to exercise any rights or remedies arising from the Company’s failure to comply with the market capitalization covenant now or in the future, except those rights and remedies set forth in the Lind Notes which are expressly preserved in the Waiver. In particular, Lind waived its rights under the Lind Notes to declare any amounts due and payable, demand immediate payment in full, accelerate obligations or foreclose upon any collateral as a result of the failure to comply with the market capitalization covenant now or in the future. 

 

The Company’s failure to comply with the market capitalization covenant resulted in the imposition of an additional amount payable under the Lind Notes in an amount equal to 10% of the outstanding principal amount of each Note as provided by the terms of the Lind Notes. Pursuant to the Waiver and in accordance with the terms of the Lind Notes, Lind may demand that all or a portion of the outstanding principal amount of either Note be converted into shares of the Company’s common stock at the lower of (i) the then-current Conversion Price under the applicable Note, and (ii) 90% of the average of the three lowest VWAPs during the 20 trading days prior to the delivery by Lind of the applicable notice of conversion; provided that such conversion does not result in a violation of the beneficial ownership limitations set forth in the Lind Notes.

 

The 2026 Lind Note also contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers. Additionally, unless waived by Lind, the Company shall be required to utilize a portion of the proceeds from certain specified debt or equity transactions and asset sales to repay the outstanding principal amount due under the 2026 Lind Note.  Following the June 2026 equity offering noted below, the Company repaid Lind $250,000 from the net proceeds against the outstanding principal of the 2026 Lind Note.

 

June 2026 Confidentially Marketed Public Offering

 

On June 7, 2026, VolitionRx Limited (the “Company”) entered into a securities purchase agreement (the “Maxim Purchase Agreement”) with the purchasers listed on the signature pages thereto in connection with the Company’s offer of an aggregate of 2,960,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), together with accompanying common stock purchase warrants to purchase 1,480,000 shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”) to the purchasers pursuant to the prospectus registering such Securities (the “Offering”). The Securities were sold at a combined offering price of $1.55 per Share and accompanying Warrant.  Maxim Group LLC acted as the Company’s placement agent in connection with the Offering.

 

The Warrants have an exercise price of $1.55 per share, are exercisable immediately, and are exercisable for a period of five years from the closing of the Offering. The Warrants may be exercised on a cashless basis only 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 net proceeds to the Company from the Offering were approximately $4.1 million after deducting placement fees and other estimated offering expenses payable by the Company and excluding the proceeds received from the exercise of Warrants, if any. The additional gross proceeds to the Company from the exercise of the Warrants, if fully exercised on a cash basis, will be approximately $2.3 million.

 

20

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 6 - Common Stock (continued)  

 

March 2025 Registered Direct Offering

 

On March 24, 2025, the Company entered into a securities purchase agreement with the several purchasers, pursuant to which the Company issued and sold to such purchasers, in a registered direct offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-259783) declared effective by the SEC on November 8, 2021 (the “2021 Form S-3”), an aggregate of (i) 118,182 shares of the Company’s common stock to certain of its directors and executive officers, and certain of its existing stockholders (collectively, the “Insiders”) at an offering price of $11.0 per share (the “Insider Shares”), and (ii) 86,954 shares of common stock (the “March 2025 Warrant Investor Shares” and, together with the Insider Shares, the “March 2025 Shares”), together with common stock purchase warrants to purchase up to 86,954 shares of common stock (the “March 2025 Warrants”), at a combined offering price of $11.0 per March 2025 Warrant Investor Share and accompanying March 2025 Warrant, to certain other existing stockholders of the Company and new investors (collectively, the “Warrant Investors”). Each March 2025 Warrant has an exercise price per share of $13.20, and is exercisable on or after March 26, 2025 through and until March 26, 2030. The Insiders did not receive any March 2025 Warrants in the offering. The net proceeds received by the Company for the issuance and sale of the March 2025 Shares and the March 2025 Warrants were $2.3 million, before deducting offering expenses of $0.1 million paid by the Company. The net proceeds above exclude any proceeds arising from the exercise of the March 2025 Warrants. The shares of common stock underlying the March 2025 Warrants were initially registered pursuant to the 2021 Form S-3. The shares of common stock underlying the March 2025 Warrants were subsequently registered pursuant to a Registration Statement on Form S-1 (File No. 333-286401) declared effective by SEC on April 15, 2025 (the “2025 Form S-1”), and were withdrawn from the 2021 Form S-3.

 

August 2025 Registered Direct Offering

 

On August 4, 2025, the Company entered into a securities purchase agreement with the several purchasers party thereto, pursuant to which the Company issued and sold to such purchasers, in a registered direct offering pursuant to Company’s registration statement on Form S-3 (Reg. No. 333-283088) filed with the SEC on November 8, 2024, as amended on April 11, 2025, and declared effective by the SEC on April 18, 2025 (the “2025 Form S-3”), an aggregate of (i) 156,250 shares of the Company’s common stock to certain of its directors and executive officers (collectively, the “Insider Purchasers”) at an offering price of $0.64 per share (the “August 2025 Insider Shares”), and (ii) 1,734,375 shares of common stock (the “August 2025 Warrant Investor Shares” and, together with the August 2025 Insider Shares, the “August 2025 Shares”), together with common stock purchase warrants to purchase up to 1,734,735 shares of common stock (the “August 2025 Warrants”), at a combined offering price of $0.64 per August 2025 Warrant Investor Share and accompanying August 2025 Warrant, to certain other existing stockholders of the Company. Each August 2025 Warrant has an exercise price per share of $0.768, and is exercisable on or after August 4, 2025 through and until August 4, 2030. The Insider Purchasers did not receive any August 2025 Warrants in the offering. The net proceeds received by the Company for the issuance and sale of the August 2025 Shares and the August 2025 Warrants were $1.21 million, before deducting offering expenses of $0.1 million paid by the Company. The net proceeds exclude any proceeds arising from the exercise of the August 2025 Warrants.

 

September 2025 Private Placement

 

On September 18, 2025, the Company entered into a securities purchase agreement with an existing stockholder, pursuant to which the Company issued and sold to such purchaser 483,870 shares of its common stock (the “September 2025 Shares”), plus warrants to purchase an additional 483,870 shares of common stock at an exercise price of $0.682 per share (the “September 2025 Warrants”), in a private placement, at a combined offering price of $0.62 per September 2025 Share and accompanying September 2025 Warrant. The September 2025 Warrants were exercisable immediately upon issuance and expire on September 18, 2030. The private placement did not involve any underwriters, underwriting discounts or commissions, or any public offering or registration with the SEC, and the securities were restricted from further transfer as evidenced by the legend thereon. The net proceeds received by the Company for the issuance and sale of the September 2025 Shares and the September 2025 Warrants were $0.3 million, before deducting offering expenses of $0.02 million paid by the Company. The net proceeds exclude any proceeds arising from the exercise of the September 2025 Warrants.

 

October 2025 Underwritten Offering

 

Initial Closing

 

On October 10, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation (the “Underwriter”), pursuant to which the Company issued and sold to the underwriter in an underwritten public offering pursuant to the 2025 Form S-3, at the initial closing, 11,550,000 shares (the “Closing Shares”) of the Company’s 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%. 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” 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 combined offering price to the public. The offering of the Shares and the Warrants is referred to as the “Offering”.

 

The Warrants have an exercise price of $0.60 per share, subject to adjustment as provided therein, are exercisable immediately and remain exercisable for a period of five years from the initial closing of the Offering (or the closing of the Over-Allotment Option, as applicable). 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. The Company also entered into a warrant agent agreement with the Company’s transfer agent, VStock Transfer LLC which acts as warrant agent for the Company, with respect to the Warrants.

 

Certain directors and officers agreed to purchase an aggregate of 254,229 shares and accompanying warrants in the Offering on the same terms offered to the public.

 

Net proceeds to the Company from the initial closing of the Offering were approximately $5.4 million after deducting estimated Offering expenses payable by the Company (and assuming no exercise of any Warrants).

 

Pursuant to the Underwriting Agreement, in connection with the initial closing of the Offering on October 14, 2025, the Company reimbursed the Underwriter for $100,000 of its expenses, including fees and expenses of counsel to the Underwriter, and issued the Underwriter (and certain of its designees) warrants to purchase up to an aggregate of 808,500 shares of its common stock (the “Closing Underwriter Warrants”), equal to 7.0% of the number of Closing Shares sold in the Offering, at an exercise price of $0.63 per share. The Closing Underwriter Warrants are in substantially the same form as the Warrants and are exercisable at any time during the period commencing April 12, 2026 and expire five years after the date of the Underwriting Agreement.

 

Overallotment Closing

 

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 to permit 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 initial closing of the Offering, allocated as $0.51 per share and $0.01 per warrant, less an underwriting discount of 7.0%, for net proceeds to the Company of $582,426 after deducting expenses payable (and assuming no exercise of any warrants).

 

In connection with the Underwriter’s exercise of the Over-Allotment Option and pursuant to the Underwriting Agreement, the Company also issued to the Underwriter (and certain of its designees) warrants to purchase up to an aggregate 83,580 shares of common stock, or 7.0% of the number of 1,194,000 Option Shares sold in the Over-Allotment Option (the “Over-Allotment Underwriter Warrants”), on the same terms as the Closing Underwriter Warrants.

 

Shares Issued in Repayment of Lind Notes

 

During the six-months ended June 30, 2026, the Company issued an aggregate of 1,302,343 shares of common stock, with an aggregate fair value of $4.2 million, to Lind in repayment of amounts due under the 2025 Lind Note. The shares were issued at the applicable repayment share prices determined in accordance with the terms of the 2025 Lind Note and satisfied an aggregate of $3.7 million of repayment obligations. Because each such repayment was settled through the issuance of shares, the transactions were accounted for as extinguishments of the corresponding portions of the note. The difference between the fair value of the shares issued and the carrying amount of the obligations extinguished, including the proportionate net host liability, unamortized debt discount, and bifurcated derivative liability derecognized, resulted in an aggregate loss on extinguishment of debt of $1.6 million for the six months ended June 30, 2026. Refer to Note 8 – Commitments and Contingencies—Convertible Note Payable, for additional information regarding the Company’s outstanding convertible notes, and Note 9 – Subsequent Events, for information regarding share issuances in repayment of the 2025 Lind Note made subsequent to June 30, 2026, of the notes to the condensed consolidated financial statements included within this Report.

 

2025 ATM Sales Agreement

 

On April 22, 2025, the Company entered into a Capital On DemandTM Sales Agreement (the “2025 ATM Sales Agreement”) with JonesTrading Institutional Services, LLC (“JonesTrading”) to sell shares of the Company’s common stock, with an aggregate offering price of up to $7.5 million, from time to time through an “at the market” offering pursuant to the 2025 Form S-3, through JonesTrading acting as the Company’s agent. On August 14, 2025, the Company entered into Amendment No. 1 to the 2025 ATM Sales Agreement to increase the maximum offering price of shares of common stock that may be offered, issued, and sold under the 2025 ATM Sales Agreement from $7.5 million to $30.0 million. Although the Company is not obligated to sell any shares under the 2025 ATM Sales Agreement, from April 1, 2026 through June 30, 2026, the Company raised aggregate proceeds (net of broker commissions and fees) of approximately $1,212,344 through the sale of 754,798 shares of its common stock pursuant to the 2025 ATM Sales Agreement. During the six-months ended June 30, 2026, the Company raised $6,622,685 through the sale of 1,466,452 shares of its common stock pursuant to the 2025 ATM Sales Agreement. From inception on April 22, 2025 through June 30, 2026, the Company raised aggregate proceeds (net of broker commissions and fees) of approximately $8,313,019 through the sale of 1,684,657 shares of its common stock pursuant to the 2025 ATM Sales Agreement. See Note 9 – Subsequent Events of the notes to the condensed consolidated financial statements included within this Report for additional details regarding sales under the 2025 ATM Sales Agreement subsequent to June 30, 2026.

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 7 – Stock-Based Compensation

 

a) Common Stock Warrants

 

The following table summarizes the changes in common stock warrants of the Company outstanding during the six-months period ended June 30, 2026.

 

		Number of Warrants				Weighted Average Exercise Price ($)
Outstanding at December 31, 2025			1,815,099				9.886
Granted			1,830,018				1.639
Expired/Cancelled			(2,500	)			69.000
Outstanding at June 30, 2026			3,642,617				5.702
Exercisable at June 30, 2026			3,642,617				5.702

 

The following table summarizes the changes in Series A and Series B Warrants outstanding during the six-months period ended June 30, 2026.

 

		Number of Warrants				Weighted Average Exercise Price ($)
Outstanding at December 31, 2025			1,291,822				11.462
Granted			-				-
Exercised			-				-
Expired/Cancelled			-				-
Outstanding at June 30, 2026			1,291,822				11.462
Exercisable at June 30, 2026			1,291,822				11.462

 

22

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 7 – Stock-Based Compensation (continued)

 

a) Common Stock Warrants (continued)  

 

Below is a table summarizing the common stock warrants and the Series A and B warrants issued and outstanding as of June 30, 2026, which have an aggregate weighted average remaining contractual life of 3.82 years. The proceeds if exercised assume the warrants are exercised for cash.

 

Number Outstanding				Number Exercisable				Exercise Price ($)				Weighted Average Remaining Contractual Life  (Years)				Proceeds to Company if Exercised ($)
	1,480,000				1,480,000				1.550				4.95				2,294,000
	651,042				651,042				2.015				3.98				1,311,850
	350,018				350,018				2.015				4.53				705,286
	1,272,728				1,272,728				11.400				2.11				14,509,099
	142,879				142,879				11.444				3.45				1,635,107
	664,125				664,125				12.000				4.28				7,969,500
	44,610				44,610				12.600				4.28				562,086
	86,960				86,960				13.200				3.74				1,147,872
	24,194				24,194				13.640				4.22				330,006
	19,094				19,094				13.750				3.11				262,543
	71,444				71,444				14.305				3.45				1,022,006
	86,720				86,720				15.360				4.10				1,332,019
	22,425				22,425				40.000				1.96				897,000
	2,700				2,700				61.000				2.26				164,700
	6,250				6,250				79.000				0.51				493,750
	9,250				9,250				98.000				0.59				906,500
	4,934,439				4,934,439												35,543,324

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 7 – Stock-Based Compensation (continued)

 

a) Common Stock Warrants (continued)  

 

Warrants Granted

 

2026

 

On January 15, 2026, in connection with the issuance of the 2026 Lind Note, the Company issued Common Stock Purchase Warrants for the purchase of up to 350,018 shares of our common stock at a price of $11.428 per share, subject to adjustment (and subsequently adjusted to $2.015 per share as a result of the June 2026 equity offering noted above), and are exercisable for five years.

 

On June 7, 2026, the Company entered into the Maxim Purchase Agreement with purchasers signatory thereto, in connection with the Company’s offer of an aggregate of 2,960,000 shares, common stock purchase warrants to purchase 1,480,000 shares of common stock to the purchasers pursuant to the prospectus registering such securities. The securities were sold at a combined offering price of $1.55 per share and accompanying warrant.

 

The warrants have an exercise price of $1.55 per share, are exercisable immediately, and are exercisable for a period of five years from the closing of the offering. The warrants may be exercised on a cashless basis only 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 additional gross proceeds to the Company from the exercise of the warrants, if fully exercised on a cash basis, will be approximately $2.3 million.

 

Warrants Cancelled

 

2026

 

During the period 2,500 warrants granted to an employee expired and were cancelled on March 1, 2026.

 

Stock-based compensation expense related to warrants of $nil and $nil was recorded in the six-months ended June 30, 2026 and June 30, 2025, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is $nil. As of June 30, 2026, the total intrinsic value of warrants outstanding was $nil.

 

Exercise Price Adjustments

 

2026

 

On June 9, 2026, as a result of the Company’s equity offering of common stock at a price of $1.55 per share, pursuant to the 2026 Maxim Purchase Agreement, the exercise price of the outstanding warrants issued to Lind was reduced pursuant to the down-round provisions contained in those warrants from $13.44 to $2.015 per share for the warrants issued in May 2025, and from $11.428 to $2.015 per share for the warrants issued in January 2026.

 

The Lind Warrants are classified within stockholders’ equity. In accordance with ASU 2017-11 and ASC 260-10, the Company measured the effect of the down-round feature as the difference between the fair value of the warrants immediately before and immediately after the reduction in exercise price. This resulted in an incremental value of $460,100, which the Company recorded as a deemed dividend through a reduction of income available to common stockholders, with an offsetting increase to additional paid-in capital. The deemed dividend is non-cash and had no effect on total stockholders’ equity, net loss, or comprehensive loss; it increased net loss attributable to common stockholders and, accordingly, loss per share for the period.

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 7 – Stock-Based Compensation (continued)  

 

a) Options

 

The following table summarizes the changes in options outstanding of the Company during the three-month period ended June 30, 2026, all of which were issued pursuant to the 2015 Plan.

 

		Number of Options				Weighted Average Exercise Price ($)
Outstanding at December 31, 2025			181,321				77.20
Expired/Cancelled			(29,500	)			80.00
Outstanding at June 30, 2026			151,821				76.70
Exercisable at June 30, 2026			151,821				76.70

 

Below is a table summarizing the options issued and outstanding as of June 30, 2026, all of which were issued pursuant to the 2015 Plan and which have an aggregate weighted average remaining contractual life of 2.98 years. As of June 30, 2026, an aggregate of 485,000 shares of common stock were authorized for issuance under the 2015 Plan, of which nil shares of common stock remained available for future issuance thereunder.

 

Number Outstanding				Number Exercisable				Exercise Price ($)				Weighted Average Remaining Contractual Life (Years)				Proceeds to Company if Exercised ($)
	24,750				24,750				65.00				2.62				1,608,750
	39,017				39,017				68.00				5.09				2,653,156
	32,750				32,750				72.00				3.87				2,358,000
	22,043				22,043				80.00				0.78				1,763,440
	4,459				4,459				87.60				1.57				390,608
	2,500				2,500				96.00				0.51				240,000
	26,302				26,302				100.00				0.74				2,630,200
	151,821				151,821												11,644,154

 

Below is a table summarizing the options that were forfeited during the six-months ended June 30, 2026, all of which were issued pursuant to the 2015 Plan.

 

Equity Incentive Plan		Options (#)				Grant Date		Options Cancelled (#)				Grant Price ($)				Cancellation Date
2015			29,500			Apr 15, 2016			29,500				80.00			Apr 15, 2026
			29,500						29,500

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 7 – Stock-Based Compensation (continued)

 

b) Options (continued) 

 

Stock-based compensation expense related to stock options of $nil and $nil was recorded in the six-months ended June 30, 2026 and June 30, 2025, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is $nil. As of June 30, 2026, the total intrinsic value of stock options outstanding was $nil.

 

c) (i) Restricted Stock Units – 2015 Plan

 

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2026, all of which were issued pursuant to the 2015 Plan.

 

		RSUs (#)				Weighted Average Grant Date Fair Value Share Price ($)
Outstanding at December 31, 2025			64,768				13.600
Granted			-				-
Vested/Settled			(8,211	)			14.610
Cancelled / Forfeited			(2,313	)			17.697
Outstanding at June 30, 2026			54,244				13.353

 

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2026, all of which were issued pursuant to the 2015 Plan and which have an aggregate weighted average remaining contractual life of 0.68 years.

 

RSUs Outstanding (#)				Weighted Average Grant Date Fair Value Share Price ($)				Weighted Average Remaining  Contractual Life (Years)
	500				12.020				0.75
	13,334				12.040				0.85
	1,667				12.602				1.05
	22,500				13.500				0.80
	14,108				14.000				0.25
	1,667				14.850				0.90
	234				19.414				0.65
	234				26.400				0.04
	54,244

 

Stock-based compensation expense related to RSUs of $462,985 and $1,159,847 was recorded in the six-months ended June 30, 2026 and June 30, 2025, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $729,043.

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 7 – Stock-Based Compensation (continued)

 

c) (i) Restricted Stock Units – 2015 Plan (continued)  

 

Below is a table summarizing the RSUs vested and settled during the six-months ended June 30, 2026, all of which were issued pursuant to the 2015 Plan.

 

Equity Incentive Plan		RSUs Vested (#)				Vest Date		Shares Issued (#)				Shares Withheld for Taxes (#)
2015			250			Jan 9, 2026			250				-
2015			1,468			Jan 15, 2026			1,468				-
2015			5,067			Feb 1, 2026			4,542				525
2015			233			Feb 22, 2026			137				96
2015			625			Mar 7, 2026			625				-
2015			334			Apr 1, 2026			334				-
2015			200			May 23, 2026			160				40
2015			34			Jun 15, 2026			34				-
			8,211						7,550				661

 

Below is a table summarizing the RSUs cancelled during the six-months ended June 30, 2026, all of which were originally issued pursuant to the 2015 Plan.

 

Equity Incentive Plan		RSUs (#)				Cancellation Date		Vesting Date		RSUs Cancelled (#)
2015			184			Apr 10, 2026		Jun 15, 2026			184
2015			217			Apr 10, 2026		Jun 15, 2026			217
2015			1,667			May 22, 2026		May 23, 2026			1,667
2015			45			Jun 18, 2026		Sep 28, 2026			45
2015			200			Jun 30, 2026		May 23, 2027			200
			2,313								2,313

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 7 – Stock-Based Compensation (continued)  

 

c) (ii) Restricted Stock Units – 2024 Plan

 

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2026, all of which were issued pursuant to the 2024 Plan.

 

		RSUs (#)				Weighted Average Grant Date Fair Value Share Price ($)
Outstanding at December 31, 2025			115,544				12.300
Granted			107,050				4.700
Vested/Settled			(22,004	)			11.752
Cancelled / Forfeited			(910	)			11.402
Outstanding at June 30, 2026			199,680				8.300
Exercisable at June 30, 2026			-				-

 

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2026, all of which were issued pursuant to the 2024 Plan and which have an aggregate weighted average remaining contractual life of 1.04 years.

 

RSUs Outstanding (#)				Weighted Average Grant Date Fair Value Share Price ($)				Weighted Average Remaining Contractual Life (Years)
	107,050				4.700				0.66
	25,000				5.411				1.31
	25,000				2.885				1.31
	27,630				11.402				1.21
	15,000				14.606				2.58
	199,680

 

Below is a table summarizing the RSUs granted during the six-months ended June 30, 2026, all of which were issued pursuant to the 2024 Plan. The RSUs vest equally over periods stated on the dates noted, subject to the recipient’s continued service to the Company, and will result in the RSU compensation expense stated.

 

Equity Incentive Plan

RSUs Granted (#)

Grant Date

Vesting Period

First Vesting Date

Second Vesting Date

Third Vesting Date

RSU Expense ($)

2024

107,050

Feb 26, 2026

12 Months

Feb 26, 2027

N/A

N/A

503,135

107,050

503,135

 

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 7 – Stock-Based Compensation (continued)

 

c) (ii) Restricted Stock Units – 2024 Plan (continued)  

 

Below is a table summarizing the RSUs vested during the six-months ended June 30, 2026, all of which were originally issued pursuant to the 2024 Plan.

 

Equity Incentive Plan		RSUs Vested (#)				Vest Date		Shares Issued (#)			Shares Withheld for Taxes (#)
2024			7,734			Mar 1, 2026		6,845				889
2024			14,270			Mar 17, 2026		12,047				2,223
			22,004					18,892				3,112

 

Below is a table summarizing the RSUs cancelled during the six-months ended June 30, 2026, all of which were originally issued pursuant to the 2024 Plan.

 

Equity Incentive Plan		RSUs (#)				Cancellation Date		Vesting Date		RSUs Cancelled (#)
2024			305			Apr 10, 2026		Mar 17, 2028			305
2024			305			Apr 10, 2026		Mar 17, 2027			305
2024			50			Jun 18, 2026		Mar 17, 2028			50
2024			50			Jun 18, 2026		Mar 17, 2027			50
2024			100			Jun 30, 2026		Mar 17, 2028			100
2024			100			Jun 30, 2026		Mar 17, 2027			100
			910								910

 

As of June 30, 2026, an aggregate of 375,000 shares of common stock were authorized for issuance under the 2024 Plan, of which 142,066 shares of common stock remained available for future issuance thereunder.

 

29

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 8 – Commitments and Contingencies

 

a) Finance Lease Obligations

 

The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of June 30, 2026.

 

For the Six Months Ending June 30, 2026		Amount
		$
2026 - Remaining			30,702
2027			61,406
2028			61,405
2029			61,404
2030			61,406
Greater than 5 years			84,417
Total			360,740
Less: Amount representing interest			(24,869	)
Present value of minimum lease payments			335,871

 

b) Operating Lease Right-of-Use Obligations

 

Operating leases as of June 30, 2026, and December 31, 2025, consisted of the following:

 

		June 30, 2026				December 31, 2025
		$				$
Operating right-of-use assets			338,795				495,749
Operating lease liabilities, current portion			204,724				250,336
Operating lease liabilities, long term			157,478				276,558
Total operating lease liabilities			362,202				632,441
Weighted average remaining lease (months)			28				39
Weighted average discount rate			4.26	%			4.28	%

 

During the six-months ended June 30, 2026, cash paid for amounts included for the measurement of lease liabilities was $111,891 and the Company recorded operating lease expense of $112,699.

 

30

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 8 – Commitments and Contingencies

 

b) Operating Lease Right-of-Use Obligations (continued) 

 

 

The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2026.

 

For the Six Months Ending June 30, 2026		Amount
		$
2026 - Remaining			120,405
2027			159,737
2028			82,945
2029			13,666
Total			376,753
Less: imputed interest			(14,551	)
Total Operating Lease Liabilities			362,202

 

The Company’s office space leases are short-term and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the six-months ended June 30, 2026, the Company recognized $28,961 in short-term lease costs associated with office space leases. As of June 30, 2026, the annual payments remaining for short-term office leases were as follows:

 

For the Six Months Ending June 30, 2026		Amount
2026 - Remaining			23,793
2027			-
Total Operating Lease Liabilities			23,793

 

c) Grants Repayable

 

As of June 30, 2026, the total grant balance repayable was $562,862 and the payments remaining were as follows:

 

For the Six Months Ending June 30, 2026		Amount
2026 - Remaining			101,951
2027			103,688
2028			112,557
2029			56,949
2030			57,017
Greater than 5 years			130,700
Total Grants Repayable			562,862

 

31

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 8 – Commitments and Contingencies (continued)  

 

 

d) Long-Term Debt

 

As of June 30, 2026, the total balance for long-term debt payable was $7,051,835 and the payments remaining were as follows:

 

For the Six Months Ending June 30, 2026		Amount
		$
2026 - Remaining			1,139,483
2027			2,638,076
2028			3,547,122
2029			289,487
2030			262,206
Greater than 5 years			674,834
Total			8,551,208
Less: amount representing interest			(1,499,373	)
Total Long-Term Debt			7,051,835

 

In December 2025, the Company entered into a five year loan agreement with SA Namur Invest Preface for a maximum of €650,000 with fixed interest rate of 5.00%, maturing September 2030. As of June 30, 2026, €325,000 had been drawn down under this agreement and the principal balance payable was $371,035.

 

In March 2026, the Company entered into a five year loan agreement with Wallonie Entreprendre for a maximum of €1,000,000 with fixed interest rate of 7.00%, maturing March 2031. As of June 30, 2026, €500,000 had been drawn down under this agreement and the principal balance payable was $570,823.

 

e) Collaborative Agreement Obligations

 

In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a three-year research period for a cost to the Company of up to $2.55 million payable over such period. As of June 30, 2026, $510,000 is still to be paid by the Company under this agreement. As of June 30, 2026, $510,000 is due by the Company under this agreement.

 

In 2022, the Company entered into a sponsored research agreement with The University of Texas MD Anderson Cancer Center to evaluate the role of neutrophil extracellular traps (“NETs”) in cancer patients with sepsis for a cost to the Company of $449,406. As of June 30, 2026, $163,545 is still to be paid by the Company under this agreement. As of June 30, 2026, $0 is due by the Company under this agreement.

 

In July 2023, the Company entered into a research agreement with Xenetic Biosciences Inc and CLS Therapeutics Ltd to evaluate the anti-tumoral effects of Nu.Q® CAR T cells for a cost to the Company of $107,589. As of June 30, 2026, $55,305 is still to be paid by the Company under this agreement and as of June 30, 2026, $0 is due by the Company under this agreement.

 

In August 2023, the Company entered into a project research agreement with Guy’s and St Thomas’ NHS Foundation Trust to evaluate the practical clinical utility of the Nu.Q^® H3.1 nucleosome levels in adult patients with sepsis to facilitate early diagnosis and prognostication for a cost to the Company of $129,127. As of June 30, 2026, $129,127 is still to be paid by the Company under this agreement. As of June 30, 2026, $21,521 is due by the Company under this agreement.

 

32

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 8 – Commitments and Contingencies (continued)

 

e) Collaborative Agreement Obligations (continued) 

 

 

In October 2024, the Company entered into an agreement with the National Taiwan University to undertake a clinical research study entitled Validation of Nu.Q biomarker panel in differentiating between high and low risk of cancer in nodules identified by Lung cancer LDCT screening for a cost to the Company of $402,250. As of June 30, 2026, $160,900 is still to be paid by the Company under this agreement. As of June 30, 2026, $100,563 is due by the Company under this agreement.

 

The Company entered into an agreement with Gustave Roussy a leading cancer centre in Europe that treats patients with all types of cancer to perform and be responsible for the co-ordination of a Non-Interventional Phase IV clinical trial to undertake a Prospective analysis of circulating nucleosomes in patients receiving a first line treatment for a non-Hodgkin lymphoma for a cost to the Company of $119,540. As of June 30, 2026, $84,942 is still to be paid by the Company under this agreement. As of June 30, 2026, $34,889 is due by the Company under this agreement.

 

As of June 30, 2026, the total amount to be paid for future research and collaboration commitments was $1,103,820 and the payments remaining were as follows:

 

		Total Amount Remaining				2026
		$				$
National University of Taiwan			510,000				510,000
MD Anderson Cancer Center			163,546				163,546
Guys and St Thomas			129,127				129,127
Xenetic Biosciences			55,305				55,305
National University of Taiwan			160,900				160,900
Gustave Roussy			84,942				84,942
Total Collaborative Obligations			1,103,820				1,103,820

 

33

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 8 – Commitments and Contingencies (continued) 

 

 

f) Convertible Notes Payable

 

On May 15, 2025, the Company entered into the Original SPA with Lind, pursuant to which the Company issued the 2025 Lind Note in the principal amount of $7,500,000 and a common stock purchase warrant for the purchase of up to 651,042 shares of common stock (the “2025 Lind Warrant” and, together with the 2025 Lind Note, the “2025 securities”).

 

The 2025 Lind Note, which does not accrue interest, is repayable in 18 consecutive monthly installments in the amount of $416,666 beginning six-months from the issuance date. Under the terms of the agreement Lind had the right to elect to no more than two (2) monthly payments to increase the amount of such monthly payment up to $1,000,000 upon notice to the Company. Lind elected to exercise this right in full during the period and the Company made the repayment by the issuance of common stock. The monthly payments due under the 2025 Lind Note may be made by the issuance of common stock valued at the Repayment Share Price (as defined in the 2025 Lind Note), cash in an amount equal to 1.05 times the required payment amount, or a combination of cash and shares. The 2025 Lind Note sets forth certain conditions that must be satisfied before we may make any monthly payments in shares of common stock.

 

The 2025 Lind Note may be converted by Lind from time to time at the Conversion Price (as defined in the 2025 Lind Note). The dollar amount of any conversions by Lind will be applied toward upcoming 2025 Lind Note payments in reverse chronological order. The 2025 Lind Note may be prepaid in whole upon written notice on any business day following August 13, 2025; but in the event of a prepayment notice, Lind may convert up to one-third of the principal amount due at the lesser of the Repayment Share Price or the Conversion Price.

 

Issuance of shares of common stock upon repayment or conversion of the 2025 Lind Note or the 2026 Lind Note (collectively, the “Note Shares”) and upon exercise of the 2025 Lind Warrant or the 2026 Lind Warrant (collectively, the “Warrant Shares”) is subject to an ownership limitation equal to 4.99% of the Company’s outstanding shares of common stock; provided, that if Lind and its affiliates beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, then such limitation shall automatically increase to 9.99% so long as Lind and its affiliates own in excess of 4.99% of such common stock (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon Lind and its affiliates ceasing to own in excess of 4.99% of such common stock).

 

Upon the occurrence of any Event of Default (as defined in the 2025 Lind Note or the 2026 Lind Note, as applicable), the applicable note will become immediately due and payable and the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the applicable note, subject to a reduction to 110% in certain circumstances, in addition to any other remedies under the applicable note or the other transaction documents. Events of Default include, among others, failure of the Company to make any note payment when due, a default in any indebtedness or adverse judgments in excess of threshold amounts, the failure of the Company to instruct its transfer agent to issue unlegended certificates in certain circumstances, the Company’s shares of common stock no longer being publicly traded or listed on a national securities exchange, any stop order or trading suspension restricting the trading in the Company’s common stock for a specified period, the announcement or consummation of a Change of Control (as defined in the Original SPA or Amended SPA, as applicable), the failure to file reports or filings required by the SEC, and the Company’s market capitalization falling below a threshold amount for a specified period, each as described in the applicable Note.

 

34

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 8 – Commitments and Contingencies (continued)

 

f) Convertible Notes Payable (continued) 

 

 

The 2025 Lind Note and 2026 Lind Note contain contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers. Additionally, unless waived by Lind, the Company is required to utilize a portion of the net proceeds from certain specified debt or equity transactions and asset sales to repay the outstanding principal amount due under the applicable note.

 

As described in Note 6 – Common Stock, on January 7, 2026, the Company entered into the Amended SPA with Lind, pursuant to which the Company issued the 2026 Lind Note in the principal amount of $2,400,000 and the 2026 Lind Warrant for the purchase of up to 350,018 shares of common stock. The Company received net proceeds of $1,755,000 after the original issue discount and debt issuance costs. Further, as described in Note 6 – Common Stock, on May 21, 2026, the Company entered into the Waiver with Lind pursuant to which Lind waived certain rights and remedies under the 2025 Lind Note, the 2026 Lind Note and the other transaction documents arising from the Company’s failure to comply with the market capitalization covenant contained in the Notes, which reflected the imposition of an additional amount payable under the Lind Notes in an amount equal to 10% of the outstanding principal amount of each Note as provided by the terms of the Lind Notes, and which adjusted the terms of conversion of the Lind Notes as described therein.

 

The Company evaluated the embedded features within the convertible notes in accordance with ASC Topic 480 and ASC Topic 815. The Company determined that the embedded features, specifically (i) the default penalty on outstanding principal, and (ii) the default conversion option into common shares at 90% of the lowest volume weighted average price for the common shares on the Company’s VWAP in the three days preceding conversion, constitute derivative liabilities. These features, arising from default provisions, including the contingent default penalty (deemed redemption) and the contingent variable conversion feature, meet the definition of a derivative and do not qualify for derivative accounting exemptions. Consequently, these embedded features were bifurcated from the debt host as derivative liabilities.

 

The initial fair value of the derivative liabilities was determined using a Monte Carlo simulation valuation model, considering various potential outcomes and scenarios. The model used the following assumptions: (i) dividend yield of 0%; (ii) expected volatility of 91.48%; (iii) risk-free interest rate of 4.23%; (iv) simulated term of 2.0 years; (v) estimated fair value of the common shares of $5.832 per share; and (vi) various probability assumptions. The 2026 Lind Note initial fair value of the embedded derivative liability was $385,300. The January 2026 Lind Warrant was determined to be equity-classified under ASC 815-40 and was recorded at its initial fair value of $1,297,500. The original issue discount of $400,000, debt issuance costs of $245,000, and the allocated fair values of both the embedded derivative liability and the January 2026 Lind Warrant resulted in a total debt discount of $1,646,152 at issuance.

 

Subsequent changes in fair value are recognized in the statement of operations for each reporting period. The issuance costs for the convertible notes, along with the allocated fair values of both the 2025 Lind Warrant and 2026 Lind Warrant and the bifurcated embedded derivative liabilities, were collectively treated as a debt discount. The debt discount is amortized to interest expense over the term of the applicable note using the effective interest method.

 

During the six-months June 30, 2026, the Company issued shares of common stock to Lind in repayment of amounts due under the 2025 Lind Note. Refer to Note 6 – Common Stock, for additional information regarding shares issued during the period in repayment of the Company’s convertible notes.

 

35

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 8 – Commitments and Contingencies (continued)

 

f) Convertible Notes Payable (continued) 

 

 

Estimated future minimum principal payments of the 2025 Lind note for the next five years consist of the following as of June 30, 2026.

 

For the Six Months Ending June 30, 2026		Amount
		$
2026 - Remaining			2,500,000
2027			883,333
Total Payments			3,383,333
Debt Carrying Value			3,383,333
Debt discount			(840,080	)
Current portion of convertible note payable, net			2,543,253
Debt Carrying Value			-
Debt discount			-
Convertible note payable, net of current portion			-

 

Estimated future minimum principal payments of the 2026 Lind Note for the next five years consist of the following as of June 30, 2026.

 

For the Six Months Ending June 30, 2026		Amount
		$
2026 - Remaining			800,000
2027			1,590,000
Total Payments			2,390,000
Debt Carrying Value			1,600,000
Debt discount			(722,668	)
Current portion of convertible note payable, net			877,332
Debt Carrying Value			790,000
Debt discount			(550,193	)
Convertible note payable, net of current portion			239,807

 

The following table combines the 2025 and 2026 Lind Note repayments and associated debt discount amounts.

 

For the Six Months Ending June 30, 2026		Amount
		$
2026 - Remaining			3,300,000
2027			2,473,333
Total Payments			5,773,333
Debt Carrying Value			4,983,333
Debt discount			(1,562,748	)
Current portion of convertible note payable, net			3,420,585
Debt Carrying Value			790,000
Debt discount			(550,193	)
Convertible note payable, net of current portion			239,807

 

On May 8, 2026, the Company’s market capitalization fell below $22,500,000 for ten consecutive trading days, resulting in a market capitalization default under each of the 2025 Lind Note and the 2026 Lind Note. According to the terms of each note, a market capitalization default automatically imposes a mandatory default amount equal to 110% of the then-outstanding principal amount of the note, increasing the outstanding principal by 10%. As a result, the outstanding principal of the 2025 Lind Note increased by $383,333 (from $3,833,333 to $4,216,666) and the outstanding principal of the 2026 Lind Note increased by $240,000 (from $2,400,000 to $2,640,000), for an aggregate increase of $623,333. The mandatory default amount was recognized in interest expense when incurred on May 8, 2026, with a corresponding increase to the principal balance of the notes.

 

Pursuant to a Waiver and Consent between the Company and Lind effective May 8, 2026, Lind waived its acceleration, payment-demand, and collateral-foreclosure remedies with respect to this and any future market capitalization default, except for its triggered conversion right, which was preserved (in each case as defined in the Lind Notes). The 110% mandatory default amount was not waived and remains an obligation of the Company.

 

36

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 8 – Commitments and Contingencies (continued) 

 

 

g) Other Commitments

 

Belgian Volition

 

In connection with the acquisition of the Company’s former subsidiary, Volition Germany GmbH, the Company entered into a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of five years post-closing. Volition Germany has been dissolved and its assets transferred to Belgian Volition.

 

As of June 30, 2026, $223 is payable under the 6% royalty agreement on sales to date toward the Company’s aggregate minimum royalty obligation of $125,581.

 

VolitionRx

 

On February 5, 2026, the Company entered into a 9-month loan agreement with First Insurance Funding for a maximum of $262,552 with fixed interest rate of 7.32%, maturing in November 2026. As of June 30, 2026, the maximum has been drawn down under this agreement and the principal balance payable was $141,512. The agreement is in relation to the directors and officers insurance policy.

 

h) Legal Proceedings

 

In the ordinary course of business, the Company may be subject to claims, counter-claims, lawsuits and other litigation of the type that generally arise from the conduct of its business. The Company is not aware of any legal proceedings that the Company believes would reasonably be expected to have a material adverse effect on its financial position, results of operations, or cash flows.

 

37

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 8 – Commitments and Contingencies (continued) 

 

 

i) Commitments in Respect of Corporate Goals and Performance-Based Awards

 

As of June 30, 2026, the Company had recognized total compensation expense of $652,359 in relation to the RSUs from grants in 2023. The Company has unrecognized compensation expense of $16,204 in relation to those 2023 RSUs, of which, $16,204 is in relation to RSUs that will vest in 2026 based on the outcomes related to the prescribed performance targets on the outstanding awards.

 

Total						Amortized				Amortized				Amortized				Amortized				Un-Amortized
Award				Vesting		2026				2025				2024				2023				2026
$				Year		$				$				$				$				$
	242,902			2024			-				-				148,132				94,770				-
	218,081			2025			0				66,990				103,578				47,513				-
	207,580			2026			32,495				58,062				69,116				31,703				16,204
	668,563						32,495				125,052				320,826				173,986				16,204

 

Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of cash bonuses of up to two months’ gross salary to the salaried employees of the Company and its affiliates, payable upon achievement of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding. Pursuant to the terms of the grants, conditioned upon the achievement by the Company or its affiliates/subsidiaries of one or more of the specified corporate goals as set forth in the minutes of the Compensation Committee, and providing that the bonus recipients commenced employment prior to October 1, 2025 and continued employment until at least December 31, 2025, at the sole discretion of both the Chief Executive Officer and the Chief Financial Officer, the Company would accrue a cash bonus to such award recipients, but would defer payment until conditions improved.

 

Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of RSUs of 143,400 shares of common stock under the 2024 Plan, payable upon the achievement of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries in exchange for services provided to the Company. Pursuant to the terms of the grants, conditioned upon the achievement by the Company or its affiliates/subsidiaries of one or more of the corporate goals as set forth in the minutes of the Compensation Committee, as determined in the sole discretion of the Compensation Committee, these RSUs will vest at a rate of approximately one-third vesting on each of March 17, 2026, March 17, 2027, and March 17, 2028 subject to continued service of the award recipient to the Company through the applicable vesting dates. During the year ended December 31, 2025, 100,380 RSUs were cancelled due to non-achievement of some of the corporate goals. At management’s discretion, the cash components of these awards have been permanently canceled and the accruals reversed in the quarter.

 

As of June 30, 2026, the Company had recognized total compensation expense of $338,342 in relation to the RSUs from grants in 2025. The Company has unrecognized compensation expense of $145,914 in relation to those 2025 RSUs, of which $0 is in relation to RSUs that will vest in 2026, $56,026 in relation to RSUs that will vest in 2027, and $89,888 in relation to RSUs that will vest in 2028 based on the outcomes related to the prescribed performance targets on the outstanding awards.

 

Total						Amortized				Amortized				Un-Amortized				Cancelled
Award				Vesting		2026				2025				2026				2025
$				Year		$				$				$				$
	545,026			2026			33,786				128,920				-				382,320
	545,015			2027			40,510				64,548				56,026				383,931
	545,006			2028			27,565				43,013				89,888				384,540
	1,635,047						101,861				236,481				145,914				1,150,791

 

38

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

 

Note 9 – Subsequent Events

 

Settlement of RSUs

 

On July 13, 2026, 50 RSUs previously granted to an employees vested and settled resulting in the issuance of 50 shares of common stock, all of which were issued pursuant to the 2015 Plan.

 

RSUs Cancellations

 

On July 7, 2026, 184 RSUs previously granted to employees of the Company were cancelled under the 2015 Plan upon termination prior to vesting.

 

On July 7, 2026, 260 RSUs previously granted to employees of the Company were cancelled under the 2024 Plan upon termination prior to vesting.

 

On July 17, 2026, 574 RSUs previously granted to employees of the Company were cancelled under the 2015 Plan upon termination prior to vesting.

 

On July 17, 2026, 890 RSUs previously granted to employees of the Company were cancelled under the 2024 Plan upon termination prior to vesting.

 

Reduction in Authorized Share Capital

 

On May 11, 2026, the Board of Directors of the Company unanimously approved the Fourth Amendment to the Restated Certificate to reduce the number of authorized shares of common stock, $0.001 par value per share, issuable under the Restated Certificate from 325,000,000 to 150,000,000.This proposal was approved at the Annual Meeting of Stockholders on July 17, 2026.

 

Shares Issued in Repayment/Conversion of Convertible Notes

 

On July 14, 2026, the Company issued an aggregate of 116,651 shares of common stock to Lind in repayment of amounts due under the 2026 Lind Note. The shares were issued at the applicable repayment share prices determined in accordance with the terms of the 2026 Lind Note and satisfied an aggregate of approximately $133,333 of repayment obligations. Refer to Note 6 – Common Stock, and Note 8 – Commitments and Contingencies, for additional information regarding the Company’s outstanding convertible notes.

 

On July 16, 2026, the Company issued an aggregate of 372,023 shares of common stock to Lind in repayment of amounts due under the 2026 Lind Note. The shares were issued at the applicable repayment share prices determined in accordance with the terms of the 2025 Lind Note and satisfied an aggregate of approximately $416,666 of repayment obligations. Refer to Note 6 – Common Stock, and Note 8 – Commitments and Contingencies, for additional information regarding the Company’s outstanding convertible notes.

 

On August 5, 2026, the Company issued an aggregate of 290,697 shares of common stock to Lind in conversion of amounts due under the 2025 Lind Note. The shares were issued at the applicable conversion share prices determined in accordance with the terms of the 2025 Lind Note and satisfied an aggregate of approximately $200,000 of conversion obligations. Refer to Note 6 – Common Stock, and Note 8 – Commitments and Contingencies, for additional information regarding the Company’s outstanding convertible notes.

 

On August 11, 2026, the Company issued an aggregate of 220,264 shares of common stock to Lind in conversion of amounts due under the 2025 Lind Note. The shares were issued at the applicable conversion share prices determined in accordance with the terms of the 2025 Lind Note and satisfied an aggregate of approximately $150,000 of conversion obligations. Refer to Note 6 – Common Stock, and Note 8 – Commitments and Contingencies, for additional information regarding the Company’s outstanding convertible notes.

 

2025 ATM Sales Agreement

 

During the period from July 1, 2026 through August 7, 2026, the Company sold 605,360 shares of common stock for aggregate proceeds (net of broker commissions and fees) of approximately $509,528 under the 2025 ATM Sales Agreement with Jones Trading.

 

 

END NOTES TO FINANCIALS

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Report and in our Annual Report. This discussion and analysis contains forward-looking statements that are based on our current expectations and reflect our plans, estimates and anticipated future financial performance. These statements involve numerous risks and uncertainties. Our actual results may differ materially from those expressed or implied by these forward-looking statements as a result of many factors, including those set forth in the section entitled “Risk Factors” in this Report and in our Annual Report, as well as our other public filings with the SEC. Please refer to the section of this Report entitled “Cautionary Note Regarding Forward-Looking Statements” for additional information.

 

Overview

 

Imagine a world where diseases like cancer and sepsis can be diagnosed early and monitored easily using routine blood tests. That is the world Volition is trying to build by developing its innovative family of simple, easy to use, cost-effective blood tests.

 

Volition is a multi-national epigenetics company. It has patented technologies that use chromosomal structures, such as nucleosomes, and transcription factors such as biomarkers in cancer and other diseases. The tests in the Company’s product portfolio detect certain characteristic changes that occur from the earliest stages of disease, enabling early detection and offering a better way to monitor disease progression and a patient’s response to treatment.

 

The tests offered by Volition and its subsidiaries are designed to detect and monitor a range of life-altering diseases, including certain cancers and diseases associated with NETosis, such as sepsis. Early diagnosis and monitoring have the potential to not only prolong the life of patients but also improve their quality of life.

 

We have several key pillars of focus:

 

	·	Nu.Q® Vet - cost-effective, easy-to-use blood tests for dogs and other companion animals. The Nu.Q® Vet Cancer Test is commercially available as a cancer screening test in dogs.
	·	Nu.Q® NETs -detects diseases associated with NETosis such as sepsis.
	·	Nu.Q® Discover - a complete solution to profiling nucleosomes.
	·	Nu.Q® Cancer -from screening, diagnosis and staging, therapy decision, planning and treatment to monitoring response to treatment and disease progression with a particular focus on lung cancer.
	·	Capture-Seq™/ Capture-PCR™ - isolating and capturing circulating tumor-derived DNA from plasma samples for early cancer detection.

 

Commercialization Strategy

 

We are guided by three underlying principles to our commercialization strategy – ensuring our products:

 

	·	Result in low capital expenditures for licensors and end users and low operating expenses for Volition;
	·	Are affordable; and
	·	Are accessible worldwide.

 

The principles above inform our overall commercialization strategy for our products, which is driven by the following:

 

	·	Conducting research and development in-house and through our research partners;
	·	Monetizing our intellectual property with upfront payments, milestone payments, royalties, and sales of kits and key components; and
	·	Commercializing our products via global players and in fragmented markets through regional companies.

There are several routes to market, including (1) licensing, (2) leveraging our existing CE-marked Nu.Q^® NETs test, and (3) rolling out the Nu.Q^® Lung cancer test:

 

1. Licensing

 

We are partnering with established diagnostic companies and liquid biopsy companies to market, sell, and process our tests, leveraging their networks and expertise. In the human space we have agreements with Werfen, Hologic and Revvity. In the veterinary space, we have agreements with Antech, IDEXX and Fujifilm Vet Systems, as well as a number of country-specific distributors.

 

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We believe that, given the global prevalence of cancer and diseases associated with NETosis, and the low-cost, accessible and routine nature of our tests, subject to clinical validation, regulatory authorization, and successful commercialization, our tests have the potential for use in markets worldwide.

 

We aim to remain an intellectual property powerhouse in the epigenetic space and expect to monetize our IP and technologies through licensing and distribution contracts with companies that have established distribution networks and expertise on a worldwide or regional basis, in both human and animal care across platforms (centralized labs and point-of-care / in-house diagnostics).

 

Human

 

In September 2025, we signed a Research License and Exclusive Commercial Option Rights Agreement for Antiphospholipid Syndrome, or APS, with Werfen, a global leader in the field of specialized diagnostics for hemostasis, thrombosis and other NETs-related indications. The full terms of the agreement are confidential, however, under the agreement, Werfen will gain access to the components of Volition’s proprietary Nu.Q^® H3.1 NETs assay and will investigate its clinical utility on its platforms in the management of APS patients. Werfen also has an option to negotiate terms with Volition for an exclusive license to commercialize the product.

 

Also in September 2025, Volition signed an agreement with Hologic Diagenode (NASDAQ: HOLX) or Hologic, for the co-marketing of Volition’s Nu.Q^® Discover service. Under the agreement, Hologic will co-market Nu.Q^® Discover services to Hologic customers for an initial one-year term. If successful, the aim is for Hologic to be appointed as an exclusive provider of those services, subject to further agreed upon terms. The intention of this agreement is to expand customer access to our proprietary Nu.Q^® Discover assays.

 

We are in various stages of active discussions with approximately ten leading diagnostics and liquid biopsy companies for both Nu.Q® and Capture-Seq™, including ongoing technology evaluations, however, there is no guarantee such discussions will result in executed agreements.

 

Veterinary

 

On March 28, 2022, we entered into a master license and product supply agreement with Heska, now an Antech Company. In exchange for granting Heska exclusive worldwide rights to sell our Nu.Q^® Vet Cancer Test at the point of care for companion animals, Volition received a $10.0 million upfront payment upon signing and a $13.0 million payment based on the achievement of two milestones. Volition is eligible to receive up to an additional $5.0 million upon the achievement of a final milestone, which will occur on the earlier of: (i) the first commercial sale by or on behalf of Heska of a screening or monitoring test for lymphoma in felines, or (ii) the nine-month anniversary of the first peer-reviewed paper evidencing clinical utility for the screening or monitoring of lymphoma in felines being published in any of the periodicals identified by the parties. In addition, Volition has granted Heska non-exclusive rights to sell the Nu.Q^® Vet Cancer Test in kit format for companion animals through Heska’s network of central reference laboratories.

 

In October 2022, we entered into a licensing and supply agreement with IDEXX. This contract provides worldwide customer reach through IDEXX’s global reference laboratory network as we continue to commercialize our transformational Nu.Q^® technology within the companion animal healthcare sector and capitalize on the significant opportunities available. IDEXX launched the IDEXX Nu.Q^® Canine Cancer Test in January 2023.

 

In November 2023, we launched the Nu.Q^® Vet Cancer Test in the UK and Ireland through our distributors, the Veterinary Pathology Group and Nationwide Laboratories. In July 2024, we launched the Nu.Q® Vet Cancer Test in Japan with Fujifilm Vet Systems. As of June 30, 2026, the Nu.Q^® Vet Cancer Test is available in over twenty countries.

 

In March 2025, we signed the first ever Nu.Q^® Vet Cancer Test Automation Agreement with Fujifilm Vet Systems to include Volition’s ChLIA version of the test via the Immunodiagnostic Systems or IDS i10^® automated analyzer platform, for a five year initial term. Fujifilm Vet Systems is expected to be among the first in the world to utilize this centralized lab automation for the Nu.Q^® Vet Cancer Test which will enable a more rapid turnaround and high throughput to meet increasing demands.

 

2. Leverage our existing CE-marked Nu.Q^® NETs test

 

The second prong of our strategy is to leverage our granted CE mark, which has been approved in the EU for any NETs related diseases. Our ChLIA version of the CE-marked Nu.Q^® NETs Test is via the IDS-i10TM automated analyzer platform from Immunodiagnostic Systems, a subsidiary of Revvity. Our aim is to sell this product, either directly or in conjunction with Immunodiagnostic Systems, to institutions for use in a wide range of clinical applications where NETosis plays a critical role. In a significant commercial milestone, we recorded our first revenue from sales of our CE-Marked Nu.Q^® NETs automated product in Europe in the first quarter of 2025. This is the first revenue generated from a regulated clinically approved product. As of June 30, 2026, we have 12 hospital clients evaluating our Nu.Q^® NETs test for a range of diseases.

 

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In collaboration with Revvity, we aim to submit a reimbursement application for the Nu.Q^® NETs test in 2026.

 

3. Roll-out the Nu.Q^® Lung Cancer test

 

In the November 2025, we received our first order for the Nu.Q^® Cancer assays for clinical certification ahead of routine clinical use in lung cancer and in January 2026 were delighted to announce that preparation of the reimbursement submission is underway, actively supported by the Hospices Civils de Lyon, France’s second largest university hospital system and two other French institutions. Reimbursement will be a major milestone for Volition in the commercialization and licensing of Nu.Q^® in the human cancer field. Once achieved, we anticipate the introduction into routine clinical use in France by the fourth quarter of 2026.

 

Liquidity and Capital Resources

 

We have financed our operations since inception primarily through private placements and public offerings of our common stock. As of June 30, 2026, we had cash and cash equivalents of approximately $2.8 million.

 

Net cash used in operating activities was $10.4 million for the six-months ended June 30, 2026 and $10.6 million for the six-months ended June 30, 2025, respectively. The decrease in cash used in operating activities for the period ended June 30, 2026 when compared to the same period in 2025 can mainly be attributed to reduced personnel expenditure.

 

Net cash used in investing activities was $0.0 million and $0.1 million for the six-months ended June 30, 2026 and June 30, 2025, respectively. The slight decrease was due to reduced purchases of laboratory equipment in the period ended June 30, 2026, as compared to the same period in the prior year.

 

Net cash provided by financing activities was $12.6 million for the six-months ended June 30, 2026 and net cash provided by financing activities was $9.3 million for the comparable period ended June 30, 2025. The increase in cash provided by financing activities for the period ended June 30, 2026 when compared to same period in 2025 was primarily due to (i) $1.9 million in cash received, before deducting offering expenses of $0.1 million, from the issuance and sale of shares of common stock and warrants in a registered direct offering that closed in January 2026, (ii) $4.6 million in cash raised through Maxim, before deducting offering expenses of $0.3 million, from the issuance and sale of shares of common stock, warrants, and pre-funded warrants in an offering that closed in June 2026, and (iii) $6.6 million in net cash received from the issuance of shares of common stock under our “at-the-market” facility during the period ended June 30, 2026 compared to (x) $2.4 million in cash, before deducting offering expenses of $0.1 million from the issuance and sale of shares of common stock and warrants in a registered direct offering that closed in March 2025 (the “March 2025 RDO”), (y) $6.3 million in cash, before deducting commitment and legal fees of $0.3 million, received in exchange for the issuance of a senior secured convertible note in May 2025, (z) $0.3 million in net proceeds, received from the issuance and sale of 448,706 shares of common stock under our “at-the-market” facility with Jefferies LLC acting as exclusive placement agent, (iv) $0.2 million in net proceeds received from the issuance and sale of 321,562 shares of common stock under our Capital On DemandTM Sales Agreement (the “2025 ATM Sales Agreement”) with JonesTrading Institutional Services, LLC (“JonesTrading”) during the six-months ended June 30, 2025, and (v) $0.3 million in net cash received from the issuance of shares of common stock under our “at-the-market” facility with JonesTrading during the six-months ended June 30, 2025.

 

For additional information on our “at the market facility,” and the March 2025 RDO, refer to Note 6, Common Stock – Equity Distribution Agreement and – 2025 Equity Capital Raise, of the notes to the condensed consolidated financial statements included within this Report.

 

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The following table summarizes our approximate contractual payments due by year as of June 30, 2026.

 

Approximate Payments (Including Interest) Due by Year
		Total				2026				2027 - 2030				Greater than 5 years
Description		$				$				$				$
Financing lease liabilities			360,740				30,702				245,621				84,417
Operating lease liabilities and short-term lease			400,546				144,198				256,348				-
Grants repayable			562,862				102,040				330,211				130,611
Long-term debt			8,551,208				1,139,483				6,736,891				674,834
Collaborative agreements obligations			1,103,820				1,103,820				-				-
Convertible Notes			5,773,333				3,300,000				2,473,333				-
Total			16,752,509				5,820,243				10,042,404				889,862

 

We intend to use our cash reserves to predominantly fund long term debt, lease liabilities, and commercialization activities. We do not have any substantial source of revenues and expect to rely on additional future financing, through the sale of licensing or distribution rights, grant funding and the sale of equity or debt securities to provide sufficient funding to execute our strategic plan. There is no assurance that we will be successful in raising further funds.

 

In the event additional financing is delayed, we will prioritize the completion of clinical validation studies for the purpose of the sale of licensing or distribution rights, and the maintenance of our patent rights. In the event of an ongoing lack of financing, it may be necessary to discontinue operations, which will adversely affect the value of our common stock.

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors included in their report on our audited financial statements for the year ended December 31, 2025, an explanatory paragraph regarding factors that raise substantial doubt that we will be able to continue as a going concern.

 

For additional information regarding our going concern assessment, refer to Note 2, Liquidity and Going Concern Assessment, of the notes to the condensed consolidated financial statements included within this Report.

 

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Results of Operations

 

Comparison of the Three Months Ended June 30, 2026 and June 30, 2025

 

The following table sets forth our results of operations for the three-months ended June 30, 2026 and June 30, 2025.

 

		Three Months Ended June 30,
		2026				2025				Change				Change
		$				$				$				%
Services			-				161,778				(161,778	)		(<100)		%
Product			398,657				244,910				153,747				63	%
Total Revenues			398,657				406,688				(8,031	)		(2)		%
Research and development			1,800,656				2,720,207				(919,551	)		(34)		%
General and administrative			2,205,471				2,940,754				(735,283	)		(25)		%
Sales and marketing			548,513				1,043,534				(495,021	)		(47)		%
Total Operating Expenses			4,554,640				6,704,495				(2,149,855	)		(32)		%
Operating Loss			(4,155,983	)			(6,297,807	)			2,141,824			(34)		%
Grant income (loss)			(45,914	)			75,991				(121,905	)		(<100)		%
Gain on disposal of fixed assets			341				330				11				3	%
Interest income			163				160				3				2	%
Interest expense			(740,388	)			(123,356	)			(617,032	)			>100	%
Amortization of debt discount			(405,068	)			(325,305	)			(79,763	)			25	%
Gain (loss) on change in fair value of derivative liability			(1,374,076	)			418,681				(1,792,757	)		(<100)		%
Gain (loss) on change in fair value of warrant liability			1,162				(62,764	)			63,926			(<100)		%
Loss on extinguishment of debt			(595,500	)			-				(595,500	)		(<100)		%
Total Other Income (Expenses)			(3,159,280	)			(16,263	)			(3,143,017	)		(<100)		%
Net Loss			(7,315,263	)			(6,314,070	)			(1,001,193	)			16	%

 

Revenues

 

Our operations are transitioning from a research and development stage to a commercialization stage. Revenues during the three-months ended June 30, 2026 were $0.4 million, compared with $0.4 million for the three-months ended June 30, 2025. The main source of revenue during the three-months ended June 30, 2026 and June 30, 2025 was product revenues from sales of the Nu.Q^® Vet Cancer Test and the Nu.Q^® Discover kits. Revenue remained flat year over year, driven by steady product sales and consistent demand in deferred revenue recognition for the Nu.Q^® Vet Cancer Test related to the Heska agreement. Services revenue related solely to Nu.Q^® Discover services for which revenue recognition is dependent on client project delivery schedules.

 

Operating Expenses

 

Total operating expenses decreased to $4.6 million for the three-months ended June 30, 2026 from $6.7 million for the three-months ended June 30, 2025, as a result of the factors described below.

 

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Research and Development Expenses

 

Research and development expenses decreased to $1.8 million from $2.7 million for the three-months ended June 30, 2026, and June 30, 2025, respectively. This decrease was primarily related to reduced personnel expenses partly from reduced headcount together with the release of bonus provisions and lower stock-based compensation and by lower direct research and development costs. The number of full-time equivalent (“FTE”) personnel we employed in this division decreased by 12 to 36 compared to the prior year period.

 

		Three Months Ended June 30,
		2026				2025				Change
		$				$				$
Personnel expenses			967,603				1,583,095				(615,492	)
Stock-based compensation			8,670				61,069				(52,399	)
Direct research and development expenses			383,349				581,473				(198,124	)
Other research and development			230,868				231,496				(628	)
Depreciation and amortization			210,166				263,074				(52,908	)
Total research and development expenses			1,800,656				2,720,207				(919,551	)

 

General and Administrative Expenses

 

General and administrative expenses decreased to $2.2 million from $2.9 million for the three-months ended June 30, 2026, and June 30, 2025, respectively. The reduction is due to lower personnel expenses partly from reduced headcount, the release of bonus provisions and reduced stock-based compensation, partially offset by higher legal and professional fees during the period. The FTE personnel number within this division decreased by 6 to 13 compared to the prior year period.

 

		Three Months Ended June 30,
		2026				2025				Change
		$				$				$
Personnel expenses			493,459				1,209,654				(716,195	)
Stock-based compensation			186,377				575,691				(389,314	)
Legal and professional fees			1,152,065				831,306				320,759
Other general and administrative			341,055				285,464				55,591
Depreciation and amortization			32,515				38,639				(6,124	)
Total general and administrative expenses			2,205,471				2,940,754				(735,283	)

 

Sales and Marketing Expenses

 

Sales and marketing expenses decreased to $0.5 million from $1.0 million for the three-months ended June 30, 2026, and June 30, 2025, respectively. The decrease was primarily due to lower personnel expenses partly from reduced headcount together with the release of bonus provisions and reduced stock-based compensation. The FTE personnel number within this division decreased by 3 to 8 compared to the prior year period.

 

		Three Months Ended June 30,
		2026				2025				Change
		$				$				$
Personnel expenses			350,234				679,640				(329,406	)
Stock-based compensation			42,957				175,287				(132,330	)
Direct marketing and professional fees			153,905				181,175				(27,270	)
Depreciation and amortization			1,417				7,432				(6,015	)
Total sales and marketing expenses			548,513				1,043,534				(495,021	)

 

Operating Loss

 

For the three-months ended June 30, 2026, the Company’s operating loss was $4.2 million, a reduction of approximately $2.1 million or 34% in comparison to an operating loss of $6.3 million for the three-months ended June 30, 2025. The improved result was primarily the result of the reduction in operating expenses related to research and development, general and administrative, and sales and marketing expenses, as described above.

 

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Other Income (Expenses)

 

For the three-months ended June 30, 2026, the Company’s other expense was $3.2 million compared to $0.0 million for the three-months ended June 30, 2025. This increase in other expenses reflected non-cash accounting charges related to certain convertible notes issued to Lind Global Asset Management XII LLC (the “Lind Notes”) for amortization of debt discount, loss on change in fair value of derivative liability, mandatory default amount on such notes payable and loss on extinguishment of debt during the three-months period ended June 30, 2026.

 

Net Loss

 

For the three-months ended June 30, 2026, the Company’s net loss was $7.3 million, an increase of approximately $1.0 million in comparison to a net loss of $6.3 million for the three-months ended June 30, 2025. The change was a result of the factors described above.

 

Comparison of the Six Months Ended June 30, 2026 and June 30, 2025

 

The following table sets forth our results of operations for the six-months ended June 30, 2026 and June 30, 2025:

 

		Six Months Ended June 30,
		2026 $				2025 $				Change $				Change %
Services			58,949				277,254				(218,305	)		(79)		%
Product			1,324,784				375,819				948,965				>100	%
Total Revenues			1,383,733				653,073				730,660				112	%
Research and development			4,652,907				5,327,321				(674,414	)		(13)		%
General and administrative			4,858,283				5,184,116				(325,833	)		(6)		%
Sales and marketing			1,400,214				1,960,833				(560,619	)		(29)		%
Total Operating Expenses			10,911,404				12,472,270				(1,560,866	)		(13)		%
Operating Loss			(9,527,671	)			(11,819,197	)			2,291,526			(19)		%
Grant income			74,617				197,227				(122,610	)		(62)		%
Gain on disposal of fixed assets			2,101				330				1,771				>100	%
Interest income			179				318				(139	)		(44)		%
Interest expense			(866,230	)			(220,025	)			(646,205	)		(<100)		%
Amortization of debt discount			(855,202	)			(325,305	)			(529,897	)		(<100)		%
Gain (loss) on change in fair value of derivative liability			(1,277,758	)			418,681				(1,696,439	)		(<100)		%
Gain (loss) on change in fair value of warrant liability			14,578				(42,726	)			57,304			(<100)		%
Loss on extinguishment of debt			(1,583,434	)			-				(1,583,434	)		(<100)		%
Total Other Income (Expenses)			(4,491,149	)			28,500				(4,519,649	)		(<100)		%
Net Loss			(14,018,820	)			(11,790,697	)			(2,228,123	)			19	%

 

Revenues

 

Our operations are transitioning from a research and development stage to a commercialization stage. Revenues during the six-months ended June 30, 2026 were $1.4 million, compared with $0.7 million for the six-months ended June 30, 2025. Our main source of revenue during the six-months ended June 30, 2026 and six-months ended June 30, 2025 was product revenues from sales of the Nu.Q^® Vet Cancer Test and the Nu.Q^® Discover kits. The year-over-year increase can be attributed to increased product sales and an increase in deferred revenue recognition for the Nu.Q^® Vet Cancer Test related to our agreement with Heska. This resulted from a catch-up of deferred revenue recognition of approximately $0.7 million in the six-months period, reflecting an updated forecast in line with our accounting policy. Services revenue related solely to Nu.Q^® Discover services is dependent on client project delivery schedules.

 

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Operating Expenses

 

Total operating expenses decreased to $10.9 million from $12.5 million for the six-months ended June 30, 2026 and June 30, 2025, respectively, as a result of the factors described below.

 

Research and Development Expenses

 

Research and development expenses decreased to $4.7 million for the six-months ended June 30, 2026, from $5.3 million for the six-months ended June 30, 2025. This decrease was primarily related to reduced personnel expenses partly from reduced headcount together with the release of bonus provisions and reduced stock-based compensation This was partially offset by increased direct research and development expenses. The FTE personnel number decreased by 12 to 36 compared to the prior year period.

 

		Six Months Ended June 30,
		2026				2025				Change
		$				$				$
Personnel expenses			2,542,464				3,213,999				(671,535	)
Stock-based compensation			23,686				124,807				(101,121	)
Direct research and development expenses			1,293,961				1,054,249				239,712
Other research and development			353,894				412,970				(59,076	)
Depreciation and amortization			438,902				521,296				(82,394	)
Total research and development expenses			4,652,907				5,327,321				(674,414	)

 

General and Administrative Expenses

 

General and administrative expenses decreased to $4.9 million from $5.2 million for the six-months ended June 30, 2026 and June 30, 2025, respectively. The reduction was due to lower personnel expenses partly from reduced headcount together with the release of bonus provisions and reduced stock-based compensation partially offset by legal and professional fees and other general costs during the period. The FTE personnel number decreased by 6 to 13 compared to the prior year period.

 

		Six Months Ended June 30,
		2026				2025				Change
		$				$				$
Personnel expenses			1,487,804				2,330,519				(842,715	)
Stock-based compensation			353,232				938,748				(585,516	)
Legal and professional fees			2,094,388				1,316,571				777,817
Other general and administrative			856,588				520,811				335,777
Depreciation and amortization			66,271				77,467				(11,196	)
Total general and administrative expenses			4,858,283				5,184,116				(325,833	)

 

Sales and Marketing Expenses

 

Sales and marketing expenses decreased to $1.4 million compared to $2.0 million for the six-months ended June 30, 2026 and June 30, 2025. The reduction is due to lower personnel expenses partly from reduced headcount together with the release of bonus provisions and reduced stock-based compensation. The FTE personnel number decreased by 3 to 8 compared to the prior year period.

 

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		Six Months Ended June 30,
		2026				2025				Change
		$				$				$
Personnel expenses			991,463				1,471,394				(479,931	)
Stock-based compensation			86,067				199,864				(113,797	)
Direct marketing and professional fees			317,191				270,933				46,258
Depreciation and amortization			5,493				18,642				(13,149	)
Total sales and marketing expenses			1,400,214				1,960,833				(560,619	)

 

Operating Loss

 

For the six-months ended June 30, 2026, the Company’s operating loss was approximately $9.5 million in comparison to an operating loss of $11.8 million for the six-months ended June 30, 2025. The improved result was the result of the higher revenues, up 112% over prior year, and the reduction in operating expenses, down 13% over prior year, as described above.

 

Other Income(Expenses)

 

For the six-months ended June 30, 2026, the Company’s other expenses were $4.5 million compared to other income of $0.0 million for the six-months ended June 30, 2025. This increase in other expenses reflected non-cash accounting charges related to the Lind Notes for amortization of debt discount, loss on change in fair value of derivative liability, mandatory default amount on convertible notes payable and loss on extinguishment of debt.

 

Net Loss

 

For the six-months ended June 30, 2026, the Company’s net loss was approximately $14.0 million in comparison to a net loss of $11.8 million for the six-months ended June 30, 2025. The change was a result of the factors described above.

 

Going Concern

 

We have not attained profitable operations on an ongoing basis and are dependent upon obtaining external financing to continue to pursue our operational and strategic plans. For these reasons, management has determined that there is substantial doubt that the business will be able to continue as a going concern without further financing.

 

Off-Balance Sheet Arrangements

 

There have been no material changes to our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Future Financings

 

We may seek to obtain additional capital through the sale of debt or equity securities if we deem it desirable or necessary. These sales may include the sale of equity securities from time to time through an “at the market offering program” under our Capital On Demand^TM Sales Agreement with Jones Trading Institutional Services, LLC, refer to Note 6, Common Stock – 2025 ATM Sales Agreement of the notes to the condensed consolidated financial statements included within this Report. However, we may be unable to obtain such additional capital when needed, or on terms favorable to us or our stockholders, if at all. If we raise additional funds by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If additional funds are raised through the issuance of debt securities, the terms of such securities may place restrictions on our ability to operate our business.

 

Critical Accounting Policies and Estimates

 

Our interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles, or GAAP, applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods, which involves a significant level of estimation uncertainty.

 

We also regularly evaluate estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets, valuations of stock-based compensation, valuation of warrant and derivative liabilities and deferred revenue.

 

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We base our estimates and assumptions on current facts, historical experiences, information from third party professionals and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A summary of these policies is included in the notes to our financial statements. There have been no material changes to the critical accounting policies and key estimates and assumptions disclosed in the section titled “Critical Accounting Policies and Estimates” in Part II, Item 7 within our Annual Report.

 

Recently Issued Accounting Pronouncements

 

The Company has implemented all applicable new accounting pronouncements that are in effect. The Company does not believe that there are any other applicable new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company and are not required to disclose this information.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive and Principal Financial Officers, as appropriate to allow timely decisions regarding required disclosure.

 

Our management carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded, as they previously concluded as of December 31, 2025, that our disclosure controls and procedures were not effective as of June 30, 2026, because of material weaknesses in our internal control over financial reporting, as referenced below and described in detail in our Annual Report.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

We identified a material weakness in our internal controls over financial reporting. In particular we do not have sufficient written documentation of our internal control policies and procedures, including written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.

 

Notwithstanding the material weakness, we believe that our financial statements contained in this Report fairly present, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented in this Report in accordance with GAAP.

 

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Planned Remediation of Material Weakness

 

Our management, with the oversight of our audit committee, has initiated steps and plans to take additional measures to remediate the underlying causes of the material weakness, which we currently believe will be primarily through revising precision level management review controls and gaining additional assurance regarding our outside service providers’ quality control procedures. It is possible that we may determine that additional remediation steps will be necessary in the future.

 

Our management has been actively engaged in developing and implementing remediation plans to address material weakness described above. These remediation efforts are ongoing and include or are expected to include:

 

	·	replacing our outside service providers to centralize the accounting function in-house;
	·	engaging internal control consultants to assist us in performing a financial reporting risk assessment as well as identifying and designing our system of internal controls necessary to mitigate the risks identified;
	·	preparation of written documentation of our internal control policies and procedures; and
	·	we have engaged external consultants to provide support and to assist us in our evaluation of more complex applications of GAAP.

 

We continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weakness. We believe that our remediation plan will be sufficient to remediate the identified material weakness and strengthen our internal control over financial reporting. As we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.

 

Changes in Internal Control over Financial Reporting

 

Except for the ongoing remediation of the material weakness in internal controls over financial reporting noted above, no changes in our internal control over financial reporting were made during the three-months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

 

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

 

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

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PART II OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

In the ordinary course of business, we may be subject to claims, counter claims, lawsuits and other litigation of the type that generally arise from the conduct of our business. We are not aware of any material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial stockholders, are adverse parties or has a material interest adverse to our interest.

 

ITEM 1A.RISK FACTORS

 

There have been no material changes in our assessment of risk factors affecting our business since those presented in Part I, Item 1A of our Annual Report.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Recent Sales of Unregistered Securities

 

In connection with its repayment obligations under the 2025 Lind Note, the Company issued to Lind (i) on April 15, 2026, 141,723 shares of common stock to satisfy a $416,666 payment obligation, (ii) on May 15, 2026, 212,259 shares of common stock to satisfy a $416,666 payment obligation, and (iii) on June 16, 2026, 333,332 shares of common stock to satisfy a $416,666 payment obligation. The offering and sale of the shares of common stock underlying the note were made in reliance on the exemption afforded by Section 3(a)(9) or alternatively Section 4(a)(2) of the Securities Act, and/or Rule 506 of Regulation D under the Securities Act, and corresponding provisions of state securities or “blue sky” laws. The issuance of the shares of common stock was to an existing securityholder, did not involve any paid commissions, did not involve a public offering and was made without general solicitation or general advertising.

 

Repurchase of Equity Securities

 

No equity securities were repurchased during the three-months ended June 30, 2026.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

Rule 10b5-1 Trading Arrangements

 

The Company’s directors and officers (as defined in Rule 16a-1 under the Exchange Act) may enter into trading plans or other arrangements with financial institutions to purchase or sell shares of the Company’s common stock. These plans or arrangements may be intended to comply with the affirmative defense provisions of Rule 10b5-1 of the Exchange Act, which are referred to as Rule 10b5-1 trading arrangements, or they may represent non-Rule 10b5-1 trading arrangements.

 

During the three-months ended June 30, 2026, none of our directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408(a) of Regulation S-K).

 

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ITEM 6. EXHIBITS

 

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

1.1

Placement Agency Agreement, dated June 7, 2026, by and between VolitionRx Limited and Maxim Group LLC

8-K

001-36833

1.1

6/10/26

3.1

Second Amended and Restated Certificate of Incorporation, as amended.

S-3

333-288508

3.1

7/3/25

3.2

Certificate of Third Amendment of the Second Amended and Restated Certificate of Incorporation.

8-K

001-36833

3.1

4/28/26

3.3

Certificate of Fourth Amendment of the Second Amended and Restated Certificate of Incorporation

X

3.4

Amended and Restated Bylaws, as amended and currently in effect.

10-Q

001-36833

3.2

5/13/24

4.1

Description of Capital Stock.

X

4.2

Form of Warrant

8-K

001-36833

4.1

6/10/26

4.3

Warrant Agent Agreement, dated June 9, 2026, by and between VolitionRx Limited and VStock Transfer, LLC

8-K

001-36833

4.2

6/10/26

10.1

Form of Securities Purchase Agreement, dated as of June 7, 2026, by and among VolitionRx Limited and the purchasers on the signature pages thereto

8-K

001-36833

10.1

6/10/26

10.2

Waiver and Consent, dated as of May 21, 2026, by and between VolitionRx Limited and Lind Global Asset Management XII LLC

X

10.3

2026 Stock Incentive Plan

X

10.4

Notice of Restricted Stock Award

X

10.5

Notice of Restricted Stock Unit Award

X

10.6

Notice of Stock Appreciation Right Award

X

10.7

Notice of Stock Option Grant

X

10.8

Notice of Performance Shares Award

X

10.9

Notice of Stock Bonus Award

X

31.1*

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

X

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

X

32.1*

Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

101.INS

Inline XBRL Instance Document.

X

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

X

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

X

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

X

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

X

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

X

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

X

 

*

The certifications attached as Exhibit 32.1 accompany this Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.

 

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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, thereunto duly authorized.

  

	VOLITIONRX LIMITED
Dated: August 13, 2026	By:	/s/ Cameron Reynolds
		Cameron Reynolds
		President and Chief Executive Officer
		(Authorized Signatory and Principal Executive Officer)
Dated: August 13, 2026	By:	/s/ Terig Hughes
		Terig Hughes
		Chief Financial Officer and Treasurer
		(Authorized Signatory and Principal Financial and Accounting Officer)

 

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