VOLITIONRX LTD
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
VNRX$0.20+3.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001477932-25-005923
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001477932-25-008186
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 73 previous paragraphs and 74 current paragraphs.
48 unchanged; 23 reworded; 3 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
In September 2025, we signed a Research License and Exclusive Commercial Option Rights Agreement for Antiphospholipid Syndrome (“APS”) with Werfen, a global leader in the field of in specialized diagnostics for hemostasis, thrombosis and other NETs-related indications. Full terms of the agreement are confidential, but Werfen will gain access to the components of Volition's proprietary Nu.Q® H3.1 NETs assay and will investigate its clinical utility in the management of APS patients on its platforms. Werfen also has an option to negotiate terms with us for it to launch the product commercially under an exclusive license.
Current report
Also in September 2025, we signed an agreement with Hologic Diagenode (“Hologic”) (NASDAQ: HOLX), for the co-marketing of our Nu.Q® Discover service. Under the agreement, Hologic will co-market Nu.Q® Discover services with 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 terms being agreed. The intention of this agreement is to expand customer access to our proprietary Nu.Q® Discover assays.
Current report
Comparison of the Nine Months Ended****September 30, 2025 and September 30, 2024
Removed paragraphs (2)
Previous report
Approximate Payments (Including Interest) Due by Year
Previous report
Comparison of the Six Months Ended****June 30, 2025 and June 30, 2024
Reworded paragraphs (23)
Previous wording
We also entered into a licensing and supply agreement with IDEXX in October 2022. 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.
Current wording
We also entered into a licensing and supply agreement with IDEXX Laboratories, Inc. (“IDEXX”) in October 2022. 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.
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. 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.
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 over twenty countries.
Previous 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.
Current wording
We have financed our operations since inception primarily through private placements and public offerings of our common stock. As of September 30, 2025, we had cash and cash equivalents of approximately $0.2 million.
Previous 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.
Current wording
Net cash used in operating activities was $14.2 million for the nine months ended September 30, 2025 and $20.6 million for the nine months ended September 30, 2024. The decrease in cash used in operating activities for the period ended September 30, 2025 when compared to same period in 2024 can be primarily attributed to a reduction in research and development expenditure reflecting the completion of certain clinical trials and studies in 2024.
Previous 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.
Current wording
Net cash used in investing activities was $0.1 million and $0.4 million for the nine months ended September 30, 2025 and September 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 $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.
Current wording
Net cash provided by financing activities was $11.0 million for the nine months ended September 30, 2025 and $6.4 million for the comparable period ended September 30, 2024. The increase in cash provided by financing activities for the period ended September 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 and warrants in May 2025, (ii) $2.3 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) $0.9 million in net proceeds received from the issuance and sale of 1,386,223 shares of common stock under our 2025 ATM Sales Agreement during the nine months ended September 30, 2025, (v) $1.2 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 August 2025, and (vi) $0.3 million in cash, received from the issuance and sale of common stock and warrants in a private placement that closed in September 2025.
Previous 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.
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 March 2025 registered direct offering, the August 2025 registered direct offering and the September 2025 private placement, refer to Note 6,*Common Stock –2025 Equity Capital Raises and “-At the Market Offerings”*of the notes to the condensed consolidated financial statements included within this Report. For additional information on the issuance of the May 2025 senior secured convertible note and warrants, refer to Note 8,Commitments and Contingencies – Convertible Note Payable, of the notes to the condensed consolidated financial statements included within this Report.
Previous 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.
Current wording
Our operations are transitioning from a research and development stage to a commercialization stage. Revenues during the three-months ended September 30, 2025 were $0.6 million, compared with $0.5 million for the three-months ended September 30, 2024. Our main source of revenues during the three months ended September 30, 2025 and September 30, 2024 was product revenues primarily from sales of the Nu.Q®Vet Cancer Test and Nu.Q Discover kits. Service revenue consisted solely of Nu.Q Discover services.
Previous 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.
Current wording
Total operating expenses decreased to $5.7 million for the three months ended September 30, 2025 from $6.3 million for the three months ended September 30, 2024, as a result of the factors described below.
Previous 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.
Current wording
Research and development expenses decreased to $2.3 million from $3.5 million for the three-months ended September 30, 2025, and September 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 12 to 47 compared to the prior year period.
Previous 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.
Current wording
General and administrative expenses increased to $2.5 million from $1.8 million for the three-months ended September 30, 2025, and September 30, 2024, respectively. The increase was primarily due to higher legal and professional fees, stock-based compensation and personnel expenses, partly offset by lower general and administrative costs. The FTE personnel number within this division decreased by 3 to 17 compared to the prior year period.
Previous 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.
Current wording
Sales and marketing expenses decreased to $1.0 million from $1.1 million for the three-months ended September 30, 2025, and September 30, 2024, respectively. The reduction is due to lower personnel expenses and direct marketing and professional fees, partly offset by lower stock-based compensation during the period. The FTE personnel number within this division decreased by 6 to 11 compared to the prior year period.
Previous wording
For the three-months ended June 30, 2025, the Company’s other expenditure was $16,263 compared to other expenditure of $69,756 for the three-months ended June 30, 2024. The decrease in other expenses is mainly due to a gain in change in fair value of derivative liability, offset by amortization of debt discount and loss on change in fair value of warrants.
Current wording
For the three-months ended September 30, 2025, the Company’s other expenditure was $0.3 million compared to other income of $0.0 million for the three-months ended September 30, 2024. The increase in other expenses was mainly due to the amortization of debt discount partly offset by a gain on change in fair value of derivative liability (non-cash accounting charges).
Previous 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.
Current wording
For the three months ended September 30, 2025, the Company’s net loss was approximately $5.4 million in comparison to a net loss of $5.9 million for the three months ended September 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
The following table sets forth our results of operations for the six months ended June 30, 2025 and June 30, 2024:
Current wording
The following table sets forth our results of operations for the nine months ended September 30, 2025 and September 30, 2024:
Previous wording
Our operations are transitioning from a research and development stage to a commercialization stage. Revenues during the six-months ended June 30, 2025 were $653,073, compared with $567,332 for the six-months ended June 30, 2024. Our main source of revenue during the six-months ended June 30, 2025 and six-months ended 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 sales of Nu.Q®Discover services.
Current wording
Our operations are transitioning from a research and development stage to a commercialization stage. Revenues during the nine-months ended September 30, 2025 were $1.3 million, compared with $1.0 million for the nine-months ended September 30, 2024. Our main source of revenue during the nine-months ended September 30, 2025 and nine-months ended September 30, 2024 was product revenues primarily 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 sales of Nu.Q®Discover services.
Previous wording
Total operating expenses decreased to $12.5 million from $15.9 million for the six months ended June 30, 2025 and June 30, 2024, respectively, as a result of the factors described below.
Current wording
Total operating expenses decreased to $18.2 million from $22.3 million for the nine months ended September 30, 2025 and September 30, 2024, respectively, as a result of the factors described below.
Previous wording
Research and development expenses decreased to $5.3 million for the six months ended June 30, 2025, from $8.3 million for the six months ended June 30, 2024. This decrease was primarily related to decreased direct research and development expenses as a result of reduced clinical trial activity and reduced personnel expenses. The number of FTE personnel we employed within this division decreased by 14 to 48 compared to the prior year period.
Current wording
Research and development expenses decreased to $7.6 million for the nine months ended September 30, 2025, from $11.8 million for the nine months ended September 30, 2024. This decrease was primarily related to lower research and development expenses and a reduction in personnel expenses as a result of reduced clinical trial activity following completion of certain clinical studies. The FTE personnel number decreased by 12 to 47 compared to the prior year period.
Previous wording
General and administrative expenses increased to $2.9 million from $2.3 million for the three-months ended June 30, 2025, and June 30, 2024, respectively. The 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 8 to 11 compared to the prior year period.
Current wording
General and administrative expenses increased to $7.7 million from $6.4 million for the nine months ended September 30, 2025 and September 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 FTE personnel number decreased by 3 to 17 compared to the prior year period.
Previous wording
Sales and marketing expenses decreased to $2.0 million compared to $3.1 million for the six months ended June 30, 2025 and June 30, 2024. This decrease was due to reduced personnel expenses and direct marketing and professional fees during the period. The number of FTE personnel we employed within this divsion decreased by 8 to 11 compared to the prior year period.
Current wording
Sales and marketing expenses decreased to $2.9 million compared to $4.1 million for the nine months ended September 30, 2025 and September 30, 2024. This decrease was due to reduced personnel expenses and direct marketing and professional fees during the period. The FTE personnel number decreased by 6 to 11 compared to the prior year period.
Previous wording
For the six months ended June 30, 2025, the Company’s other income were $28,500 compared to other expenses of $157,257 for the six months ended June 30, 2024. The increase in other income is mainly due to increased grant income recognized, a gain in change in fair value of derivative liability, offset by amortization of debt discount and loss on change in fair value of warrants.
Current wording
For the nine months ended September 30, 2025, the Company’s other expenses were $0.3 million compared to other expenses of $0.2 million for the nine months ended September 30, 2024. The increase in other expenses is mainly due to amortization of debt discount and interest expenses, partly offset by a gain on change in fair value of a derivative liability and higher grant income.
Previous wording
For the six months ended June 30, 2025, the Company’s net loss was approximately $11.8 million in comparison to a net loss of $15.5 million for the six months ended June 30, 2024. The change was primarily a result of reduced clinical trial activity and personnel costs.
Current wording
For the nine months ended September 30, 2025, the Company’s net loss was approximately $17.2 million in comparison to a net loss of $21.4 million for the nine months ended September 30, 2024. The change was primarily a result of reduced clinical trial activity and personnel costs.
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, valuations of stock-based compensation and deferred revenue.
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, valuation of warrant and derivative liabilities and deferred revenue.