VOLITIONRX LTD
For the period ended Dec 31, 2023. Filed Mar 25, 2024.
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FY2023 · Filed Mar 25, 2024
VNRX$0.18-7.8%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | The following documents are filed as part of this Report: |
|---|---|
| 1. | Financial Statements. Included in Part II, Item 8 of this Report and are incorporated by reference herein. |
| 2. | Financial Statement Schedules. Financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto. |
| 3. | Exhibits. |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · File No. · Exhibit · FilingDate · FiledHerewith | |||||
| 2.1 | Agreement for Sale and Purchase of Shares by and between Singapore Volition and ValiRX, dated September 22, 2010. | 8-K/A | 000-30402 | 2.1 | 5/8/12 |
| 2.2 | Supplementary Agreement to the Share Purchase Agreement, by and between Singapore Volition and ValiRX, dated June 9, 2011. | 8-K/A | 000-30402 | 10.15 | 1/11/12 |
| 2.3 | Share Exchange Agreement by and among Standard Capital Corporation, the controlling shareholders of Standard Capital Corporation, Singapore Volition and the shareholders of Singapore Volition, dated September 26, 2011. | 8-K | 000-30402 | 2.1 | 9/29/11 |
| 2.4 | Agreement, Consent and Waiver by and between Standard Capital Corporation and its Shareholders, dated September 27, 2011. | 8-K/A | 000-30402 | 10.28 | 4/5/12 |
| 3.1 | Second Amended and Restated Certificate of Incorporation, as currently in effect. | 8-K | 001-36833 | 3.1 | 10/11/16 |
| 3.2 | Amended and Restated Bylaws, as currently in effect. | S-8 | 333-208512 | 4.2 | 12/11/15 |
| 4.1 | Description of Capital Stock. | 10-K | 001-36833 | 4.1 | 2/20/20 |
| 10.1 | Non-Exploitation and Third-Party Patent License Agreement, by and among ValiBio SA, ValiRX plc and The Walloon Region, dated December 17, 2009. | 8-K/A | 000-30402 | 10.6 | 2/24/12 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · File No. · Exhibit · FilingDate · FiledHerewith | |||||
| 10.2# | VolitionRx Limited 2011 Equity Incentive Plan dated November 17, 2011. | 8-K | 000-30402 | 4.1 | 11/18/11 |
| 10.3# | VoitionRx Limited 2011 Equity Incentive Plan Form of Stock Option Agreement. | 8-K | 000-30402 | 4.2 | 11/18/11 |
| 10.4# | VolitionRx Limited 2011 Equity Incentive Plan Form of Stock Award Agreement for Restricted Stock. | 8-K | 000-30402 | 4.3 | 11/18/11 |
| 10.5# | VolitionRx Limited 2015 Stock Incentive Plan, as amended March 27, 2019. | 8-K | 001-36833 | 10.1 | 6/30/23 |
| 10.6# | Form of Notice of Stock Option Grant and Stock Option Agreement under the VolitionRx Limited 2015 Stock Incentive Plan. | S-8 | 333-214118 | 10.2 | 10/14/16 |
| 10.7# | Form of Notice of Restricted Stock Award and Restricted Stock Agreement under the VolitionRx Limited 2015 Stock Incentive Plan. | S-8 | 333-214118 | 10.3 | 10/14/16 |
| 10.8# | Form of Notice of Stock Bonus Award and Stock Bonus Award Agreement under the VolitionRx Limited 2015 Stock Incentive Plan. | S-8 | 333-214118 | 10.4 | 10/14/16 |
| 10.9# | Form of Notice of Stock Appreciation Right Award and Stock Appreciation Right Agreement under the VolitionRx Limited 2015 Stock Incentive Plan. | S-8 | 333-214118 | 10.5 | 10/14/16 |
| 10.10# | Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement under the VolitionRx Limited 2015 Stock Incentive Plan. | S-8 | 333-214118 | 10.6 | 10/14/16 |
| 10.11# | Form of Notice of Performance Shares Award and Performance Shares Award Agreement under the VolitionRx Limited 2015 Stock Incentive Plan. | S-8 | 333-214118 | 10.7 | 10/14/16 |
| 10.12# | Form of Independent Director Agreement. | 10-Q | 001-36833 | 10.33 | 5/12/15 |
| 10.13 | Real Estate Capital Lease Agreement, by and between Belgian Volition and ING Asset Finance Belgium S.A., dated October 4, 2016 (English translation of French original). | 8-K | 001-36833 | 10.1 | 10/31/16 |
| 10.14# | Employment Agreement, by and between Volition Diagnostics UK Limited and Jacob Micallef, dated March 7, 2017. | 10-K | 001-36833 | 10.28 | 3/10/17 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · File No. · Exhibit · FilingDate · FiledHerewith | |||||
| 10.15# | Employment Agreement, by and between Volition Diagnostics UK Limited and Martin Faulkes, dated March 7, 2017. | 10-K | 001-36833 | 10.30 | 3/10/17 |
| 10.16 | Unsecured Credit Agreement, by and among VolitionRx Limited, SPRL Belgian Volition and Wallonne de Financement a l’ Exportation et de l’Internationalisation des Enterprises Wallones (English translation of French original), dated September 20, 2017. | 8-K | 001-36833 | 10.1 | 9/21/17 |
| 10.17 | Clinical Study Agreement, by and between Volition America, Inc. and the Regents of the University of Michigan, dated July 17, 2017. | 10-Q | 001-36833 | 10.1 | 11/09/17 |
| 10.18(a) | Amendment #1 to Clinical Study Agreement, by and between Volition America, Inc. and the Regents of the University of Michigan, dated February 17, 2020. | 10-K | 001-36833 | 10.22 | 2/20/20 |
| 10.19 | Equity Distribution Agreement, by and among VolitionRx, Oppenheimer & Co. Inc. and Cantor Fitzgerald & Co., dated November 12, 2020. | 10-Q | 001-36833 | 1.1 | 11/12/20 |
| 10.20# | Consulting Services Agreement, by and between Singapore Volition Pte. Limited and PB Commodities Pte. Ltd. (Cameron Reynolds), dated December 1, 2020. | 10-Q | 001-36833 | 10.1 | 11/12/20 |
| 10.21#† | Common Stock Warrant issued by VolitionRx Limited to Gael Forterre, dated January 1, 2021. | 10-K | 001-36833 | 10.18 | 03/22/21 |
| 10.22#† | Singapore Volition Pte. Limited Employment Agreement Group Chief Financial Officer, by and between Singapore Volition Pte. Limited and Terig Hughes, dated January 27, 2021 and effective February 1, 2021, including the form of Common Stock Warrant attached as Schedule 2. | 10-K | 001-36833 | 10.19 | 3/22/21 |
| 10.23#† | Volition America, Inc. Employment Agreement Group Chief Commercial Officer, by and between Volition America and Gael Forterre, dated February 1, 2021. | 10-K | 001-36833 | 10.20 | 3/22/21 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · File No. · Exhibit · FilingDate · FiledHerewith | |||||
| 10.24# | Volition Veterinary Diagnostics Development, LLC Employment Agreement Chief Executive Officer, by and between Volition Veterinary Diagnostics Development, LLC and Salvatore Thomas Butera, dated March 25, 2021. | 10-Q | 001-36833 | 10.6 | 5/11/21 |
| 10.25 | Equity Distribution Agreement, by and among VolitionRx Limited, Oppenheimer & Co. Inc. and Cantor Fitzgerald & Co., dated September 24, 2021. | S-3 | 333-259783 | 1.2 | 9/24/21 |
| 10.26# | Volition America, Inc. Employment Agreement Chief Operating Officer, by and between Volition America, Inc. and Gaetan Michel, dated September 15, 2021. | 10-Q | 001-36833 | 10.1 | 11/10/21 |
| 10.27#† | Consulting Services Agreement, by and between Volition Global Services SRL and 3F Management SPRL (Gaetan Michel), dated September 15, 2020. | 10-Q | 001-36833 | 10.2 | 11/10/21 |
| 10.28# | Employment Agreement Group General Counsel, by and between Volition Diagnostics UK Limited and Nick Plummer, dated August 23, 2021. | 10-Q | 001-36833 | 10.3 | 11/10/21 |
| 10.29† | Master License and Product Supply Agreement, by and between Belgian Volition SRL and Heska Corporation, dated March 28, 2022. | 10-Q | 001-36833 | 10.1 | 5/11/22 |
| 10.30 | Equity Distribution Agreement, by and between VolitionRx Limited and Jefferies LLC, dated May 20, 2022. | 8-K | 001-36833 | 1.1 | 5/20/22 |
| 10.31 | Underwriting Agreement, by and between VolitionRx Limited and Newbridge Corporation, dated July 29, 2022. | 8-K | 001-36833 | 1.1 | 8/2/22 |
| 10.32 | Underwriting Agreement, by and between VolitionRx Limited and Newbridge Securities Corporation, dated February 17, 2023. | 8-K | 001-36833 | 1.1 | 2/21/23 |
| 10.33# | Singapore Volition Pte. Limited Employment Agreement Group Chief Executive Officer, by and between Singapore Volition and Cameron Reynolds. | 10-K | 001-36833 | 10.27 | 3/15/23 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | FilingDate | FiledHerewith |
| 10.34 | Underwriting Agreement, dated June 1, 2023, by and between Volition Rx Limited and Prime Executions, Inc. dba Freedom Capital Markets. | 8-K | 001-36833 | 1.1 | 6/5/23 | |
| 10.35 | Form of Underwriter Warrant issued to Prime Executions, Inc. dba Freedom Capital Markets. | 8-K | 001-36833 | 4.1 | 6/5/23 | |
| 10.36# | Contract of Employment, by and between Volition Diagnostics UK Ltd. And Dr. Andrew Retter, dated March 19, 2024 | X | ||||
| 21.1 | List of Subsidiaries. | X | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||
| 24.1 | Power of Attorney (included on the signature page of this Report). | 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 | ||||
| 97.1 | Clawback and Forfeiture Policy | X | ||||
| Incorporated by Reference | ||||||
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | FilingDate | FiledHerewith |
| 10.1 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.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||
| # | Indicates a management contract or compensatory plan or arrangement. |
|---|---|
| † | Portions of this exhibit are redacted pursuant to Item 601(a)(6) and/or Item (b)(10)(iv) under Regulation S-K. The registrant agrees to furnish supplementally any omitted schedules to the SEC upon request. |
| * | 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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