VOLITIONRX LTD

Previous wording

In November 2023, we launched the Nu.Q® Vet Cancer Test in the UK and Ireland through our distributor, the Veterinary Pathology Group, and in the UK through Nationwide Laboratories.

Current wording

In November 2023, we launched the Nu.Q® Vet Cancer Test in the UK and Ireland through our distributor, the Veterinary Pathology Group, and in the UK through Nationwide Laboratories. In July 2024, we launched the Nu.Q® Vet Cancer Test in Japan with Fujifilm Vet Systems Co. Ltd. The Nu.Q® Vet Cancer Test is now available in sixteen countries.

Previous wording

We have financed our operations since inception primarily through private placements and public offerings of our common stock. As of March 31, 2025, we had cash and cash equivalents of approximately $2.6 million.

Current wording

We have financed our operations since inception primarily through private placements and public offerings of our common stock. As of June 30, 2025, we had cash and cash equivalents of approximately $2.3 million.

Previous wording

Net cash used in operating activities was $4.3 million for the three months ended March 31, 2025 and $8.3 million for the three months ended March 31, 2024, respectively. The decrease in cash used in operating activities for the period ended March 31, 2025 when compared to the same period in 2024 can be attributed to less expenditure on clinical trials.

Current wording

Net cash used in operating activities was $10.6 million for the six months ended June 30, 2025 and $15.1 million for the six months ended June 30, 2024. The decrease in cash used in operating activities for the period ended June 30, 2025 when compared to same period in 2024 can be attributed to a reduction in clinical trial expenditure.

Previous wording

Net cash used in investing activities was $0.0 million and $0.1 million for the three months ended March 31, 2025 and March 31, 2024, respectively. The decrease was due to a reduction in purchases of laboratory equipment in the period ended March 31, 2025, as compared to the same period in 2024 as well as the purchase of a license in the prior year period.

Current wording

Net cash used in investing activities was $0.1 million and $0.2 million for the six months ended June 30, 2025 and June 30, 2024, respectively. The decrease was primarily due to a reduction in the purchase of licenses in the current period.

Previous wording

Net cash provided by financing activities was $3.7 million for the three months ended March 31, 2025 and net cash used in financing activities was $0.2 million for the comparable period ended March 31, 2024. The increase in cash provided by financing activities for the period ended March 31, 2025 when compared to same period in 2024 was primarily due to $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, and $0.3 million in net cash received from the issuance of shares of common stock under our “at-the-market” facility during the period ended March 31, 2025.

Current wording

Net cash provided by financing activities was $9.3 million for the six months ended June 30, 2025 and $0.8 million for the comparable period ended June 30, 2024. The increase in cash provided by financing activities for the period ended June 30, 2025 when compared to same period in 2024 was primarily due to (i) $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 (ii) $2.4 million in cash, before deducting offering expenses of $0.1 million, received from the issuance and sale of common stock and warrants in a registered direct offering that closed in March 2025, (iii) $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 (“Jefferies”) acting as exclusive placement agent, which facility terminated effective April 20, 2025, (iv) $0.2 million in net proceeds received from the issuance and sale of 321,562 shares of common stock under our 2025 ATM Sales Agreement 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 during the six months ended June 30, 2025, as compared to $0.6 million in net cash received from the issuance of shares of common stock under our “at-the-market” facility with Jefferies during the six months ended June 30, 2024.

Previous wording

For additional information on our “at the market facility,” and the March 2025 registered direct offering, 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.

Current wording

For additional information on our “at-the-market” facility with Jefferies, which terminated in April 2025, our “at-the-market” facility established by our 2025 ATM Sales Agreement, the issuance of the May 2025 senior secured convertible note, the March 2025 registered direct offering, and the March 2024 registered direct offering, refer to Note 6,Common Stock –2022 Equity Distribution Agreement, --2025 ATM Sales Agreement, and*2024 - Equity Capital Raise,*of the notes to the condensed consolidated financial statements included within this Report.

Previous wording

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, 2024, an explanatory paragraph regarding factors that raise substantial doubt that we will be able to continue as a going concern.

Current wording

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, 2024, 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.

Previous wording

The following table sets forth our results of operations for the three months ended on March 31, 2025, and March 31, 2024, respectively.

Current wording

The following table sets forth our results of operations for the three months ended June 30, 2025 and June 30, 2024.

Previous wording

Our operations are transitioning from a research and development focused stage to a commercialization stage. Revenues during the three-months ended March 31, 2025 were $246,385, compared with $171,535 for the three-months ended March 31, 2024. Our main source of revenue during the three months ended March 31, 2025 and March 31, 2024 was product revenues from sales of the Nu.Q®Vet Cancer Test. There was a significant increase in service revenue during the three months ended March 31, 2025 as compared to the same period in 2024.

Current wording

Our operations are transitioning from a research and development stage to a commercialization stage. Revenues during the three-months ended June 30, 2025 were $406,688, compared with $395,797 for the three-months ended June 30, 2024. Our main source of revenues during the three months ended June 30, 2025 and June 30, 2024 was product revenues from sales of the Nu.Q®Vet Cancer Test and Nu.Q Discover kits. The year over year increase in revenues was primarily driven by growth in Nu.Q Discover services.

Previous wording

Total operating expenses decreased to $5.8 million for the three months ended March 31, 2025 from $8.6 million for the three months ended March 31, 2024, as a result of the factors described below.

Current wording

Total operating expenses decreased to $6.7 million for the three months ended June 30, 2025 from $7.4 million for the three months ended June 30, 2024, as a result of the factors described below.

Previous wording

Research and development expenses decreased to $2.6 million from $4.6 million for the three-months ended March 31, 2025, and March 31, 2024, respectively. This decrease was primarily related to decreased direct research and development expenses due to completion of clinical trials with DXOCRO in 2024 and lower personnel expenses. The number of full-time equivalent (“FTE”) personnel we employed in this division decreased by 14 to 52 compared to the prior year period.

Current wording

Research and development expenses decreased to $2.7 million from $3.7 million for the three-months ended June 30, 2025, and June 30, 2024, respectively. This decrease was primarily related to a reduction in personnel expenses and lower direct research and development expenses reflecting a reduction in clinical trial activity following completion of studies. The number of full-time equivalent (“FTE”) personnel we employed in this division decreased by 14 to 48 compared to the prior year period.

Previous wording

Sales and marketing expenses decreased to $0.9 million from $1.7 million for the three-months ended March 31, 2025, and March 31, 2024, respectively. The decrease was primarily due to lower personnel expenses, direct marketing and professional fees and stock-based compensation during the period. The FTE personnel number within this division decreased by 11 to 11 compared to the prior year period.

Current wording

Sales and marketing expenses decreased to $1.0 million from $1.4 million for the three-months ended June 30, 2025, and June 30, 2024, respectively. The reduction is due to lower personnel expenses and stock-based compensation, partly offset by increased direct marketing and professional fees during the period. The number of FTE personnel we employed within this division decreased by 8 to 11 compared to the prior year period.

Previous wording

For the three-months ended March 31, 2025, the Company’s net loss was $5.5 million, a decrease of approximately $3.0 million in comparison to a net loss of $8.5 million for the three-months ended March 31, 2024. The change was a result of the factors described above.

Current wording

For the three months ended June 30, 2025, the Company’s net loss was approximately $6.3 million in comparison to a net loss of $7.1 million for the three months ended June 30, 2024. The change was primarily a result of lower personnel costs and a reduction in clinical trial activity, partly reflecting the completion of certain research and development projects.

Previous wording

General and administrative expenses decreased to $2.2 million from $2.3 million for the three-months ended March 31, 2025, and March 31, 2024, respectively. The reduction is due to lower other general and administrative expenses offset by increased stock-based compensation during the period. The FTE personnel number within this division decreased by 1 to 19 compared to the prior year period.

Current wording

General and administrative expenses increased to $5.2 million from $4.5 million for the six months ended June 30, 2025 and June 30, 2024, respectively. This increase was primarily due to higher stock-based compensation expenses (non-cash charges), and higher legal and professional fees during the period. The number of FTE personnel we employed within this division decreased by 1 to 19 compared to the prior year period.

Previous wording

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 TMSales Agreement.See Note 9, Subsequent Events – 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.

Current wording

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 under our 2025 ATM Sales Agreement with JonesTrading or through other equity or debt financings. See Note 6,Common Stock – 2025 ATM Sales Agreement, of the notes to the condensed consolidated financial statements. 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.

Previous wording

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.

Current wording

Our interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“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.

Previous wording

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 and valuations of stock-based compensation.

Current wording

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 and deferred revenue.