VOLITIONRX LTD

S-11 vnrx_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on April 4, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1** **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VOLITIONRX LIMITED

(Exact name of registrant as specified in its charter)

1489 West Warm Springs Road, Suite 110

Henderson, Nevada 89014

+1 (646) 650-1351

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Agents and Corporations, Inc.

1201 Orange Street, Suite 600

Wilmington, Delaware 19801

+1 (800) 759-2248

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marc G. Alcser, Esq.

Stradling Yocca Carlson & Rauth LLP

660 Newport Center Drive, Suite 1600

Newport Beach, CA 92660

+1 (949) 725-4000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment, which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 4, 2025

PRELIMINARY PROSPECTUS

VOLITIONRX LIMITED

Up to 448,500 Underwriter Warrant Shares

Up to 3,557,273 Pre-Funded Warrant Shares

Up to 12,727,273 Series A Warrant Shares

Up to 12,727,273 Series B Warrant Shares

Up to 381,818 Placement Agent Warrant Shares

Up to 2,857,389 Form A Warrant Shares

Up to 1,428,693 Form** B Warrant Shares**

Up to 1,739,087 Investor Warrant Shares

This prospectus relates to the offering of up to an aggregate 35,867,306 shares of our common stock (this “Offering”), par value $0.001 per share (“common stock”), issuable upon the exercise of (a) underwriter warrants to purchase up to 448,500 shares of our common stock (the “Underwriter Warrants” and such shares issuable upon exercise of the Underwriter Warrants, the “Underwriter Warrant Shares”), (b) pre-funded warrants to purchase up to 3,557,273 shares of common stock (the “Pre-Funded Warrants” and such shares issuable upon the exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”), (c) Series A common stock purchase warrants to purchase up to 12,727,273 shares of common stock (the “Series A Warrants” and such shares issuable upon the exercise of the Series A Warrants, the “Series A Warrant Shares”), (d) Series B common stock purchase warrants to purchase up to 12,727,273 shares of common stock (the “Series B Warrants” and such shares issuable upon the exercise of the Series B Warrants, the “Series B Warrant Shares”), (e) placement agent warrants to purchase up to 381,818 shares of common stock (the “Placement Agent Warrants” and such shares issuable upon the exercise of the Placement Agent Warrants, the “Placement Agent Warrant Shares”), (f) Form A common stock purchase warrants to purchase up to 2,857,389 shares of common stock (the “Form A Warrants” and such shares issuable upon the exercise of the Form A Warrants, the “Form A Warrant Shares”), (g) Form B common stock purchase warrants to purchase up to 1,428,693 shares of common stock (the “Form B Warrants” and such shares issuable upon the exercise of the Form B Warrants, the “Form B Warrant Shares”), and (h) investor warrants to purchase up to 1,739,087 shares of common stock (the “Investor Warrants” and such shares issuable upon the exercise of the Investor Warrants, the “Investor Warrant Shares”).

The Underwriter Warrant Shares, Pre-Funded Warrant Shares, Series A Warrant Shares, Series B Warrant Shares, Placement Agent Warrant Shares, Form A Warrant Shares, Form B Warrant Shares, and Investor Warrant Shares are collectively referred to herein as the “Warrant Shares,” and the Underwriter Warrants, Pre-Funded Warrants, Series A Warrants, Series B Warrants, Placement Agent Warrants, Form A Warrants, Form B Warrants, and Investor Warrants are collectively referred to herein as the “Warrants.”

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The Warrant Shares registered hereunder were previously registered under a Registration Statement on Form S-3 originally filed on September 24, 2021, as amended (File No. 333-259783), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and declared effective on November 8, 2021 (the “Shelf Registration Statement”). The Company is now registering the Warrant Shares on this Form S-1, and intends to seek to withdraw the Warrant Shares from the Shelf Registration Statement pursuant to Rule 477 of the Securities Act upon the declaration of effectiveness of this Form S-1 by the SEC. The Company is not registering any shares hereunder other than shares that were previously registered under the Shelf Registration Statement.

For additional information regarding the Warrant Shares offered in this Offering, please refer to the section of this prospectus titled “The Offering.”

As of April 3, 2025, there were 100,746,467 shares of common stock outstanding. If all 35,867,306 Warrant Shares offered under this prospectus were issued and outstanding as of the date hereof, such shares would represent approximately 26.3% of the total number of shares of our common stock outstanding and approximately 38.4% of the total number of outstanding shares held by non-affiliates, in each case as of April 3, 2025. However, the number of shares ultimately offered for sale hereunder is subject to the Warrant holders’ exercise of their Warrants.

There are substantial risks to our stockholders as a result of the sale and issuance of our common stock upon the exercise, if any, of the Warrants. These risks include substantial dilution and significant declines in our stock price. See the section of this prospectus titled “Risk Factors.” Issuances of our common stock in this Offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuances to the Warrant holders. See the section of this prospectus titled “Dilution.”

Our common stock is listed on the NYSE American under the symbol “VNRX.” On April 3, 2025, the last reported sale price of our common stock on the NYSE American was $0.5576 per share.

Investing in our securities involves a high degree of risk. You should carefully consider all of the information set forth in this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference in this prospectus supplement before deciding to invest in our securities. Please see “Risk Factors” on page 9 of this prospectus to read about factors you should consider before buying our securities.

Neither the SEC nor any state securities commission has approved or disapproved of the securities being offered by this prospectus supplement or the prospectus to which it relates, or determined if this prospectus supplement or the prospectus to which it relates are truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

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Table of Contents