(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 |
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| ExhibitNumber · Exhibit Description · Form · File No. · Exhibit · FilingDate · FiledHerewith |
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| 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 amended and currently in effect. | S-3 | 333-288508 | 3.1 | 7/3/25 |
| 3.2 | Amended and Restated Bylaws, as currently in effect. | 10-Q | 001-36833 | 3.2 | 5/13/24 |
| 4.1 | Description of Capital Stock. | S-3 | 333-288508 | 4.1 | 7/3/25 |
| 4.2#† | Common Stock Warrant issued by VolitionRx Limited to Gael Forterre, dated January 1, 2021. | 10-K | 001-36833 | 10.18 | 3/22/21 |
| 4.3 | Form of Underwriter Warrant issued to Prime Executions, Inc. dba Freedom Capital Markets. | 8-K | 001-36833 | 4.1 | 6/5/23 |
| 4.4 | Form of Series A Common Stock Warrant. | 8-K | 001-36833 | 4.2 | 8/12/24 |
| 4.5 | Form of Series B Common Stock Warrant. | 8-K | 001-36833 | 4.3 | 8/12/24 |
| 4.6 | Form of Form A Common Stock Purchase Warrant. | 8-K | 001-36833 | 4.1 | 12/9/24 |
| 4.7 | Form of Form B Common Stock Purchase Warrant. | 8-K | 001-36833 | 4.2 | 12/9/24 |
| 4.8 | Form of Common Stock Purchase Warrant dated March 26, 2025. | 8-K | 001-36833 | 4.1 | 3/26/25 |
| Incorporated by Reference |
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| ExhibitNumber · Exhibit Description · Form · File No. · Exhibit · FilingDate · FiledHerewith |
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| 4.9 | Form of Senior Secured Convertible Promissory Note, dated May 15, 2025 issued by the Company to Lind Global Asset Management XII LLC. | 10-Q | 001-36833 | 10.3 | 5/15/25 |
| 4.10 | Form of Common Stock Purchase Warrant, dated May 15, 2025 issued by the Company to Lind Global Asset Management XII LLC. | 10-Q | 001-36833 | 10.4 | 5/15/25 |
| 4.11 | Form of Common Stock Purchase Warrant dated August 5, 2025. | 8-K | 001-36833 | 4.1 | 8/4/25 |
| 4.12 | Form of Common Stock Purchase Warrant dated October 14, 2025. | 8-K | 001-36833 | 4.1 | 10/14/25 |
| 4.13 | Form of Underwriter Common Stock Purchase Warrant. | 8-K | 001-36833 | 4.2 | 10/14/25 |
| 4.14 | Warrant Agent Agreement, dated October 14, 2025, by and between the Company and VStock Transfer, LLC. | 8-K | 001-36833 | 4.3 | 10/14/25 |
| 4.15 | Form of Common Stock Purchase Warrant issued September 18, 2025. | 10-Q | 001-36833 | 4.3 | 11/13/25 |
| 4.16 | Form of Senior Security Convertible Promissory Note, dated January 2026, issued by the Company to Lind Global Asset Management XII LLC. | 8-K | 001-36833 | 10.2 | 1/8/26 |
| 4.17 | Form of Common Stock Purchase Warrant, dated January 2026, issued by the Company to Lind Global Asset Management XII LLC. | 8-K | 001-36833 | 4.1 | 1/8/26 |
| 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 |
| 10.2# | VolitionRx Limited 2015 Stock Incentive Plan, as amended April 17, 2023. | 8-K | 001-36833 | 10.1 | 6/30/23 |
| 10.3# | 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 |
| 10.4# | 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 |
| 10.5# | Form of Independent Director Agreement. | 10-Q | 001-36833 | 10.33 | 5/12/15 |
| 10.6 | 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 |
| 10.7# | 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 |
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| ExhibitNumber · Exhibit Description · Form · File No. · Exhibit · FilingDate · FiledHerewith |
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| 10.8 | 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 |
| 10.9 | 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 |
| 10.10 | 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 |
| 10.11† | 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 |
| 10.12#† | 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 |
| 10.13# | 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 |
| 10.14# | 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 |
| 10.15#† | Consulting Services Agreement, by and between Volition Global Services SRL and 3F Management SPRL (Gaetan Michel), dated September 15, 2021. | 10-Q | 001-36833 | 10.2 | 11/10/21 |
| 10.16# | 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 |
| 10.17† | 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 |
| 10.18 | Equity Distribution Agreement, by and between VolitionRx Limited and Jefferies LLC, dated May 20, 2022. | 8-K | 001-36833 | 1.1 | 5/20/22 |
| Incorporated by Reference |
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| ExhibitNumber · Exhibit Description · Form · File No. · Exhibit · FilingDate · FiledHerewith |
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| 10.19# | Singapore Volition Pte. Limited Employment Agreement Group Chief Executive Officer, by and between Singapore Volition and Cameron Reynolds, dated March 13, 2023. | 10-K | 001-36833 | 10.27 | 3/15/23 |
| 10.20# | 2024 Stock Incentive Plan. | 8-K | 001-36833 | 10.1 | 7/3/24 |
| 10.21# | Form of Notice of Stock Option Grant and Stock Option Agreement under the 2024 Stock Incentive Plan | S-8 | 333-280974 | 99.1(a) | 7/24/24 |
| 10.22# | Form of Notice of Performance Shares Award and Performance Shares Agreement under the 2024 Stock Incentive Plan | S-8 | 333-280974 | 99.1(b) | 7/24/24 |
| 10.23# | Form of Notice of Restricted Stock Award and Restricted Stock Agreement under the 2024 Stock Incentive Plan | S-8 | 333-280974 | 99.1(c) | 7/24/24 |
| 10.24# | Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement under the 2024 Stock Incentive Plan | S-8 | 333-280974 | 99.1(d) | 7/24/24 |
| 10.25# | Form of Notice of Stock Appreciation Right Award and Stock Appreciation Right Award Agreement under the 2024 Stock Incentive Plan. | S-8 | 333-280974 | 99.1(e) | 7/24/24 |
| 10.26# | Form of Notice of Stock Bonus Award and Stock Bonus Award Agreement under the 2024 Stock Incentive Plan | S-8 | 333-280974 | 99.1(f) | 7/24/24 |
| 10.27 | Form of Securities Purchase Agreement, dated August 8, 2024, by and between the Company and the purchaser party thereto. | 8-K | 001-36833 | 10.1 | 8/12/24 |
| 10.28#† | Permanent employment contract, by and among Belgian Volition SPRL and Gaetan Michel, effective September 2, 2024. | 10-Q | 001-36833 | 10.3 | 11/14/24 |
| 10.29#† | First amendment to Consulting Services Agreement, between Volition Global Services SRL and 3F Management SPRL, effective September 1, 2024. | 10-Q | 001-36833 | 10.4 | 11/14/24 |
| 10.30#† | Independent Director Agreement, dated November 6, 2024, by and between the Company and Timothy I. Still | 10-K | 001-36933 | 10.43 | 3/31/25 |
| 10.31 | Securities Purchase Agreement, dated as of December 5, 2024, by and among the Company and the purchasers on the signature pages thereto. | 8-K | 001-36833 | 10.1 | 12/9/24 |
| 10.32† | Form of Securities Purchase Agreement, dated March 24, 2025, by and among the Company and the purchasers on the signature page thereto. | 8-K | 001-36833 | 10.1 | 3/26/25 |
| 10.33 | Capital on DemandTM Sales Agreement, dated April 22, 2025, by and between the Company and Jones Trading Institutional Services, LLC. | 8-K | 001-36833 | 1.1 | 4/22/25 |
| Incorporated by Reference |
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| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | FilingDate | FiledHerewith |
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| 10.34 | Amendment No. 1 to Capital on DemandTM Sales Agreement dated April 22, 2025, by and between the Company and Jones Trading Institutional Services, LLC. | 10-Q/A | 001-36833 | 10.2 | 8/15/25 | |
| 10.35 | Securities Purchase Agreement, dated May 15, 2025, by and between the Company and Lind Global Asset Management XII LLC, as amended June 26,2025. | S-3 | 333-288508 | 4.3 | 7/3/25 | |
| 10.36 | Security Agreement, dated May 15, 2025, by and between the Company and Lind Global Asset Management XII LLC. | 10-Q | 001-36833 | 10.5 | 5/15/25 | |
| 10.37 | Guaranty, dated May 15, 2025, by and among Singapore Volition Pte. Limited, Volition Global Services SRL, Belgian Volition SRL, Volition Diagnostics UK Limited, Volition America, Inc. and Volition Veterinary Diagnostics Development LLC, and Lind Global Asset Management XII LLC. | 10-Q | 001-36833 | 10.6 | 5/15/25 | |
| 10.38 | Pledge Agreement, dated May 15, 2025, by and between the Company and Lind Global Asset Management XII LLC. | 10-Q | 001-36833 | 10.7 | 5/15/25 | |
| 10.39 | Guarantor Security Agreement, dated May 15,2025, by and among Singapore Volition Pte. Limited, Volition Global Services SRL, Belgian Volition SRL, Volition Diagnostics UK Limited, Volition America, Inc. and Volition Veterinary Diagnostics Development LLC, and Lind Global Asset Management XII LLC. | 10-Q | 001-36833 | 10.8 | 5/15/25 | |
| 10.40 | Pledge Agreement, dated May 15, 2025, by and between Singapore Volition Pte. Limited and Lind Global Asset Management XII LLC. | 10-Q | 001-36833 | 10.11 | 5/15/25 | |
| 10.41‡ | Form of Securities Purchase Agreement, dated as of August 1, 2025, by and among the Company and the purchasers on the signature pages thereto. | 8-K | 001-36833 | 10.1 | 8/4/25 | |
| 10.42 | Underwriting Agreement, dated October 10, 2025, by and between the Company and Newbridge Securities Corporation. | 8-K | 001-36833 | 1.1 | 10/14/25 | |
| 10.43 | Amendment to the Underwriting Agreement, dated October 10, 2025, by and between the Company and Newbridge Securities Corporation. | 8-K | 001-36833 | 1.1 | 11/13/25 | |
| 10.44 | Amended and Restated Securities Purchase Agreement, dated January 7, 2026, by and between the Company and Lind Global Asset Management XII LLC. | 8-K | 001-36833 | 10.1 | 1/8/26 | |
| 19.1 | Insider Trading Policy. | 10-K | 001-36933 | 19.1 | 3/31/25 | |
| 21.1 | List of Subsidiaries. | | X |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | | X |
| Incorporated by Reference |
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| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | FilingDate | FiledHerewith |
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| 24.1 · Power of Attorney (included on the signature page of this Report). · X |
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| 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 |
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| 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 |
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| 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. |
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| 97.1 | Clawback and Forfeiture Policy | 10-K | 001-36833 | 97.1 | 3/25/24 | |
| 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. |
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| † | 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. |
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| ‡ | Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a) (5) of Regulation S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or disclosure document. The registrant agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request. |
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| * | 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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