VOLITIONRX LTD

No****te 1 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation****and use of estimates

The accompanying unaudited condensed consolidated financial statements of VolitionRx Limited (the “Company” or “VolitionRx”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q AND Article 10 of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2025 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2026 (the “Annual Report”). The interim unaudited condensed consolidated financial statements should be read in conjunction with those audited consolidated financial statements included in the Annual Report. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the six-months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

The preparation of the Company’s Condensed Consolidated Financial Statements requires management to make certain estimates and the assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported and reported amounts of revenues and expenses. Such estimates include impairment of long-lived assets, accounts receivable, useful lives of intangible assets and property and equipment, fair values of stock-based awards, income taxes, fair value measurements of warrant and derivative liabilities, debt discounts, and going concern assessments among others. These estimates and assumptions are based on management’s judgment. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the circumstances or experiences on which the estimate was based or as a result of new information. Changes in estimates, including those resulting from changes in the economic environment, are reflected in the period in which the change in estimate occurs.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact ASU 2024-03 will have on its condensed consolidated financial statements.

No****te 1 – Basis of Presentation and Summary of Significant Accounting Policies

Recently Issued Accounting Pronouncements (continued)

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact ASU 2025-10 will have on its condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2025-11 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact ASU 2025-11 will have on its condensed consolidated financial statements.

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

Fair Value Measurements

Pursuant to ASC 820, “Fair Value Measurements and Disclosures,” an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The financial instruments of the Company consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt, a warrant liability and derivative liabilities. The carrying amounts of these items are considered Level 1 due to their short-term nature and their market interest rates, except for the warrant liability and derivative liabilities, which are considered Level 2 and are recorded at fair value at the end of each reporting period.

Included in the following table are the Company’s major categories of assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025.

Fair Value Measurements (continued)

As of June 30, 2026, the warrant liability was $6,400. The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis for the six-months ended June 30, 2026.

Warrant Liability

As of June 30, 2026, the derivative liability related to the May 2025 Lind Note (as defined below) was $1,173,600. The following table provides a roll-forward of the derivative liability measured at fair value on a recurring basis for the six-months ended June 30, 2026.

Derivative Liability - May 2025 Note

As of June 30, 2026, the derivative liability was $994,900. The following table provides a roll-forward of the derivative liability measured at fair value on a recurring basis for the six-months ended June 30, 2026.

Derivative Liability - January 2026 Note

Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, “Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations and comprehensive loss. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. For all periods presented, basic and diluted net loss per share and weighted average shares outstanding have been retrospectively adjusted to reflect the reverse stock split described above. As of June 30, 2026,5,340,184 potential common shares equivalents from warrants, options, and restricted stock units (“RSUs”) were excluded from the diluted EPS calculations as their effect is anti-dilutive.

Reverse stock split

In April 2026, following stockholder approval, the Company effected a one-for-twenty reverse stock split of its issued and outstanding common stock, par value $0.001 per share (the “Reverse Stock Split”). On April 27, 2026, the Company filed a Certificate of Third Amendment to its Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect the Reverse Stock Split, which became effective at 12:01 a.m. Eastern Time on April 28, 2026. The Company’s common stock began trading on a post-split basis on April 28, 2026. As a result of the Reverse Stock Split, every twenty shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split, and each stockholder who otherwise would have been entitled to receive a fractional share received one whole share of common stock in lieu of such fractional share. Accordingly, all share and per-share amounts for all periods presented in these Condensed Consolidated Financial Statements and accompanying notes have been retroactively adjusted to reflect the Reverse Stock Split. In addition, all outstanding equity awards, warrants, convertible notes and other equity securities and instruments outstanding immediately prior to the Reverse Stock Split have been proportionately adjusted to reflect the Reverse Stock Split, to the extent required by their respective terms.

No****te 2 – Liquidity and Going Concern Assessment

The Company’s condensed consolidated financial statements are prepared using GAAP applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. Management assesses liquidity and going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings under financing arrangements, to operate for a period of at least one year from the date the financial statements are issued, which is referred to as the “look-forward period,” as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management considered various scenarios, forecasts, projections, estimates and made certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs, its expected debt service and convertible note repayment obligations, and its ability to raise additional capital, if necessary, among other factors.

For the six-months ended June 30, 2026, the Company incurred a net loss of $14.0 million and used cash in operating activities of $10.4 million. As of June 30, 2026, the Company had cash and cash equivalents of $2.8 million and an accumulated deficit of $267.4 million. As of June 30, 2026, the Company had a stockholders’ deficit of $33.5 million and current liabilities of $13.5 million, including current portions of debt and convertible note obligation.

Subsequent to June 30, 2026, and through the date these condensed consolidated financial statements were issued, the Company received net proceeds of approximately $0.4 million from sales of common stock under its at-the-market offering program. See Note 9,Subsequent Events.

The Company has generated operating losses and has experienced negative cash flows from operations since inception. The Company has not generated significant revenues and expects to incur further losses in the future, particularly from continued development of its clinical-stage diagnostic tests and commercialization activities. The future of the Company as an operating business will depend on its ability to obtain sufficient capital through equity or debt financings, licensing or distribution arrangements, or other strategic transactions and/or generate revenues as may be required to sustain its operations. Management plans to address the above as needed by (a) granting licenses and/or distribution rights to third parties in exchange for specified up-front milestones, royalty, or other payments, (b) obtaining additional financing through debt or equity transactions, (c) securing additional grant funds, and (d) developing and commercializing its products in an efficient manner. Management continues to exercise tight cost controls to conserve cash. As part of the Company’s cash conservation efforts, directors and certain employees have elected to exchange a portion of their fees earned or paid in cash or salary, respectively, for RSUs in the Company for a period of up to twelve months.

On February 6, 2026, VolitionRx Limited (the “Company”) received a notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) indicating that the Company was not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’ equity of at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Notice also indicated that the Company was not currently eligible for any exemption in Section 1003(a) of the Company Guide (including the exemption provided for companies with total value of market capitalization exceeding $50 million among other things).

The Company was required to submit a plan to the NYSE American by March 8, 2026, advising of actions it has taken or will take to regain compliance with the continued listing standards by August 6, 2027. The Company submitted a plan prior to the deadline.

On April 22, 2026, the Company received a notification (the “Acceptance Letter”) from the NYSE American that the Company’s previously submitted plan to regain compliance with the NYSE American’s listing standards (the “Plan”) was accepted. In the Acceptance Letter, the NYSE American granted the Company until August 6, 2027 (the “Plan Period”) to regain compliance with the continued listing standards.

During the Plan Period, the Company will be subject to periodic review by the NYSE American on its progress with the goals and initiatives outlined in the Plan. The Company intends to take all reasonable measures available to regain compliance during the Plan Period. If the Company does not regain compliance with the NYSE American listing standards by August 6, 2027, or if the Company does not make sufficient progress consistent with the Plan during the Plan Period, then NYSE American may initiate delisting proceedings.

The Acceptance Letter has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded on the NYSE American during the Plan Period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Common Stock will continue to trade under the symbol “VNRX”. The Acceptance Letter does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraphs and to eventually attain profitable operations.

Management assessed the mitigating effect of these plans to determine if it is probable that the plans would be effectively implemented within one year after the condensed consolidated financial statements are issued and when implemented, would mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. These plans are subject to market conditions and reliance on third parties, and there is no assurance that effective implementation of the Company’s plans will result in the necessary funding to continue current operations and satisfy current and expected debt obligations. The Company has implemented short-term cash preservation and cost-saving initiatives to conserve cash. Although the Company has raised additional capital subsequent to June 30, 2026, management expects that additional funding will be required to continue current operations and satisfy current and expected obligations during the look-forward period. The Company concluded that these plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern within one year from the date the condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

No****te 3 - Property and Equipment

The Company’s property and equipment consisted of the following amounts as of June 30, 2026 and December 31, 2025:

During the six-months period ended June 30, 2026 and June 30, 2025, the Company recognized $383,065 and $492,925, respectively, in depreciation expense.

No****te 4 - Intangible Assets

The Company’s intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years.

During the six-months period ended June 30, 2026 and June 30, 2025, the Company recognized $12,319 and $12,028, respectively, in amortization expense.

The Company amortizes the patents and licenses on a straight-line basis with terms ranging from 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows:

The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360, “Property, Plant and Equipment,” as of December 31, 2025. The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, 2025.

No****te 5 - Related-Party Transactions

See Note 6,Common Stock, for common stock issued to related parties and Note 7,Stock-Based Compensation, for stock options, warrants and RSUs issued to related parties. The Company has agreements with related parties for the purchase of consultancy services which are accrued under management and directors’ fees payable (see condensed consolidated balance sheets).

No****te 6 - Common Stock

As of June 30, 2026, the Company was authorized to issue 325 million shares of common stock, par value $0.001 per share, of which 12,044,339 and 6,288,988 shares were issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

Stock Option Exercises

During the six-months ended June 30, 2026, no shares of common stock were issued pursuant to the exercise of stock options.

Stock Options****Expired / Cancelled

Below is a table summarizing the stock options that expired during the six-months ended June 30, 2026, all of which were issued pursuant to the 2015 Plan.

RSU Settlements

Below is a table summarizing the RSUs that vested and settled during the six-months ended June 30, 2026, all of which were issued pursuant to the 2015 Plan.

Below is a table summarizing the RSUs that vested and settled during the six-months ended June 30, 2026, all of which were issued pursuant to the 2024 Plan.

2026 Lind Purchase Agreement

On January 7, 2026, the Company entered into an amended and restated securities purchase agreement (the “Amended SPA”) with Lind Global Asset Management XII LLC, a Delaware limited liability company (“Lind”). Under the Amended SPA, the Company received $2,000,000 in funding from Lind in exchange for the issuance to Lind of a Senior Secured Convertible Promissory Note in the principal amount of $2,400,000 (the “2026 Lind Note”) and a Common Stock Purchase Warrant for the purchase of 350,018 shares of our common stock at a price of $11.428 per share, subject to adjustment, and exercisable for five years (the “2026 Lind Warrant” and, together with the 2026 Lind Note, the “2026 Securities”). The exercise price of the 2026 Lind Warrant was subsequently adjusted to $2.015 per share as a result of the June 2026 equity offering noted below. As additional consideration to Lind, the Company paid a commitment fee in the amount of $70,000, which was paid by deduction from the funding received by the Company. The Amended SPA contains customary representations and warranties of the Company and Lind, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.

As previously reported, on May 15, 2025, the Company and Lind entered into a securities purchase agreement (the “Original SPA”) pursuant to which the Company issued to Lind a senior secured convertible promissory note in the principal amount of $7,500,000 (the “2025 Lind Note” and collectively with the 2026 Lind Note, the “Lind Notes”) and a common stock purchase warrant to purchase 651,042 shares of common stock (collectively, the “2025 Securities”). The Amended SPA amends and restates the Original SPA to provide for the sale and issuance of the 2026 Securities, which issuance and sale is in addition to the previous issuance and sale of the 2025 Securities.

The 2026 Lind Note, which does not accrue interest, is repayable in 18 consecutive monthly installments in the amount of $133,333 beginning six-months from the issuance date. While the 2026 Lind Note is outstanding, Lind may elect with respect to no more than two monthly payments to increase the amount of such monthly payment up to $1,000,000 upon notice to the Company. The monthly payments due under the 2026 Lind Note may be made by the issuance of common stock valued at the Repayment Share Price (as defined below), cash in an amount equal to 1.05 times the required payment amount, or a combination of cash and shares of the Company’s common stock. The “Repayment Share Price” is defined in the 2026 Lind Note as 90% of the average of the five lowest daily volume weighted average prices of one share of the Company’s common stock during the 20 trading days prior to the payment date. The 2026 Lind Note sets forth certain conditions that must be satisfied before the Company may make any monthly payments in shares of common stock.

The 2026 Lind Note was initially convertible by Lind from time to time at a price of $11.428 per share, subject to adjustment (the “Conversion Price”), or an aggregate of 210,011 shares based upon the initial principal amount and the initial Conversion Price. The Conversion Price was subsequently adjusted to $1.55 per share as a result of the June 2026 equity offering noted below. The dollar amount of any conversions by Lind will be applied toward upcoming Lind Note payments in reverse chronological order. The 2026 Lind Note may be prepaid in whole upon written notice on any business day following 30 days after the earlier to occur of (i) the resale registration statement for the shares underlying the 2026 Lind Note being declared effective by the Securities and Exchange Commission or (ii) the date that the shares issued pursuant to conversion of the 2026 Lind Note may be immediately resold under Rule 144 without restriction on the number of shares to be sold or the manner of sale; but in the event of a prepayment notice, Lind may convert up to one-third of principal amount due at the lesser of the Repayment Share Price or the Conversion Price.

Issuance of shares of common stock upon repayment or conversion of the 2026 Lind Note (the “Note Shares”) and upon exercise of the 2026 Lind Warrant (the “Warrant Shares”) is subject to anownership limitation equal to 4.99% of the Company’s outstanding shares of common stock; provided, that if Lind and its affiliates beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, then such limitation shall automatically increase to 9.99% so long as Lind and its affiliates own in excess of 4.99% of such common stock (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon Lind and its affiliates ceasing to own in excess of 4.99% of such common stock).

2026 Lind Purchase Agreement***(continued)***

Upon the occurrence of any Event of Default (as defined in the 2026 Lind Note), the 2026 Lind Note will become immediately due and payable and the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Note, subject to a reduction to 110% in certain circumstances, in addition to any other remedies under the 2026 Lind Note or the other transaction documents. Events of Default include, among others, failure of the Company to make any Note payment when due, a default in any indebtedness or adverse judgments in excess of threshold amounts, the failure of the Company to instruct its transfer agent to issue unlegended certificates in certain circumstances, the Company’s shares of common stock no longer being publicly traded or listed on a national securities exchange, any stop order or trading suspension restricting the trading in the Company’s common stock for a specified period, the announcement or consummation of a Change of Control (as defined in the Amended SPA), the failure to file reports or filings required by the SEC, and the Company’s market capitalization falling below a threshold amount for a specified period, each as defined in the 2026 Lind Note.

As a result of the Company’s failure to comply with the market capitalization covenant, on May 21, 2026, the Company and Lind entered into a waiver and consent (the “Waiver”) pursuant to which Lind waived certain rights and remedies under the Lind Notes and the other transaction documents arising from the Company’s failure to comply with the market capitalization covenant, subject to the terms and conditions set forth in the Waiver. Accordingly, Lind has waived and is no longer entitled to exercise any rights or remedies arising from the Company’s failure to comply with the market capitalization covenant now or in the future, except those rights and remedies set forth in the Lind Notes which are expressly preserved in the Waiver. In particular, Lind waived its rights under the Lind Notes to declare any amounts due and payable, demand immediate payment in full, accelerate obligations or foreclose upon any collateral as a result of the failure to comply with the market capitalization covenant now or in the future.

The Company’s failure to comply with the market capitalization covenant resulted in the imposition of an additional amount payable under the Lind Notes in an amount equal to 10% of the outstanding principal amount of each Note as provided by the terms of the Lind Notes. Pursuant to the Waiver and in accordance with the terms of the Lind Notes, Lind may demand that all or a portion of the outstanding principal amount of either Note be converted into shares of the Company’s common stock at the lower of (i) the then-current Conversion Price under the applicable Note, and (ii) 90% of the average of the three lowest VWAPs during the 20 trading days prior to the delivery by Lind of the applicable notice of conversion; provided that such conversion does not result in a violation of the beneficial ownership limitations set forth in the Lind Notes.

The 2026 Lind Note also contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers. Additionally, unless waived by Lind, the Company shall be required to utilize a portion of the proceeds from certain specified debt or equity transactions and asset sales to repay the outstanding principal amount due under the 2026 Lind Note. Following the June 2026 equity offering noted below, the Company repaid Lind $250,000 from the net proceeds against the outstanding principal of the 2026 Lind Note.

June 2026 Confidentially Marketed Public Offering

On June 7, 2026, VolitionRx Limited (the “Company”) entered into a securities purchase agreement (the “Maxim Purchase Agreement”) with the purchasers listed on the signature pages thereto in connection with the Company’s offer of an aggregate of 2,960,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), together with accompanying common stock purchase warrants to purchase 1,480,000 shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”) to the purchasers pursuant to the prospectus registering such Securities (the “Offering”). The Securities were sold at a combined offering price of $1.55 per Share and accompanying Warrant. Maxim Group LLC acted as the Company’s placement agent in connection with the Offering.

The Warrants have an exercise price of $1.55 per share, are exercisable immediately, and are exercisable for a period of five years from the closing of the Offering. The Warrants may be exercised on a cashless basis only if there is no registration statement registering, or the prospectus contained therein is not available for, the issuance of the shares underlying the Warrants to the holder. The Company is prohibited from effecting an exercise of any Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%.

The net proceeds to the Company from the Offering were approximately $4.1 million after deducting placement fees and other estimated offering expenses payable by the Company and excluding the proceeds received from the exercise of Warrants, if any. The additional gross proceeds to the Company from the exercise of the Warrants, if fully exercised on a cash basis, will be approximately $2.3 million.

March 2025 Registered Direct Offering

On March 24, 2025, the Company entered into a securities purchase agreement with the several purchasers, pursuant to which the Company issued and sold to such purchasers, in a registered direct offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-259783) declared effective by the SEC on November 8, 2021 (the “2021 Form S-3”), an aggregate of(i) 118,182 shares of the Company’s common stock to certain of its directors and executive officers, and certain of its existing stockholders (collectively, the “Insiders”) at an offering price of $11.0 per share (the “Insider Shares”), and (ii) 86,954 shares of common stock (the “March 2025 Warrant Investor Shares” and, together with the Insider Shares, the “March 2025 Shares”), together with common stock purchase warrants to purchase up to 86,954 shares of common stock (the “March 2025 Warrants”), at a combined offering price of $11.0 per March 2025 Warrant Investor Share and accompanying March 2025 Warrant, to certain other existing stockholders of the Company and new investors (collectively, the “Warrant Investors”). Each March 2025 Warrant has an exercise price per share of $13.20, and is exercisable on or after March 26, 2025 through and until March 26, 2030. The Insiders did not receive any March 2025 Warrants in the offering. The net proceeds received by the Company for the issuance and sale of the March 2025 Shares and the March 2025 Warrants were $2.3 million, before deducting offering expenses of $0.1 million paid by the Company. The net proceeds above exclude any proceeds arising from the exercise of the March 2025 Warrants. The shares of common stock underlying the March 2025 Warrants were initially registered pursuant to the 2021 Form S-3. The shares of common stock underlying the March 2025 Warrants were subsequently registered pursuant to a Registration Statement on Form S-1 (File No. 333-286401) declared effective by SEC on April 15, 2025 (the “2025 Form S-1”), and were withdrawn from the 2021 Form S-3.

August 2025 Registered Direct Offering

On August 4, 2025, the Company entered into a securities purchase agreement with the several purchasers party thereto, pursuant to which the Company issued and sold to such purchasers, in a registered direct offering pursuant to Company’s registration statement on Form S-3 (Reg. No. 333-283088) filed with the SEC on November 8, 2024, as amended on April 11, 2025, and declared effective by the SEC on April 18, 2025 (the “2025 Form S-3”), an aggregate of(i) 156,250 shares of the Company’s common stock to certain of its directors and executive officers (collectively, the “Insider Purchasers”) at an offering price of $0.64 per share (the “August 2025 Insider Shares”), and (ii) 1,734,375 shares of common stock (the “August 2025 Warrant Investor Shares” and, together with the August 2025 Insider Shares, the “August 2025 Shares”), together with common stock purchase warrants to purchase up to 1,734,735 shares of common stock (the “August 2025 Warrants”), at a combined offering price of $0.64 per August 2025 Warrant Investor Share and accompanying August 2025 Warrant, to certain other existing stockholders of the Company. Each August 2025 Warrant has an exercise price per share of $0.768, and is exercisable on or after August 4, 2025 through and until August 4, 2030. The Insider Purchasers did not receive any August 2025 Warrants in the offering. The net proceeds received by the Company for the issuance and sale of the August 2025 Shares and the August 2025 Warrants were $1.21 million, before deducting offering expenses of $0.1 million paid by the Company. The net proceeds exclude any proceeds arising from the exercise of the August 2025 Warrants.

September 2025 Private Placement

On September 18, 2025, the Company entered into a securities purchase agreement with an existing stockholder, pursuant to which the Company issued and sold to such purchaser 483,870 shares of its common stock (the “September 2025 Shares”), plus warrants to purchase an additional 483,870 shares of common stock at an exercise price of $0.682 per share (the “September 2025 Warrants”), in a private placement, at a combined offering price of $0.62 per September 2025 Share and accompanying September 2025 Warrant. The September 2025 Warrants were exercisable immediately upon issuance and expire on September 18, 2030. The private placement did not involve any underwriters, underwriting discounts or commissions, or any public offering or registration with the SEC, and the securities were restricted from further transfer as evidenced by the legend thereon. The net proceeds received by the Company for the issuance and sale of the September 2025 Shares and the September 2025 Warrants were $0.3 million, before deducting offering expenses of $0.02 million paid by the Company. The net proceeds exclude any proceeds arising from the exercise of the September 2025 Warrants.

October 2025 Underwritten Offering

Initial Closing

On October 10, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation (the “Underwriter”), pursuant to which the Company issued and sold to the underwriter in an underwritten public offering pursuant to the 2025 Form S-3, at the initial closing,11,550,000 shares (the “Closing Shares”) of the Company’s common stock, together with accompanying common stock purchase warrants to purchase up to an aggregate of 11,550,000 shares of Common Stock (the “Closing Warrants”) at a combined offering price to the public of $0.52 per share of common stock and accompanying common stock warrant to purchase one share of common stock, including $0.01 per common stock warrant, less an underwriting commission of 7.0%. Pursuant to the terms of the Underwriting Agreement, the Company also granted the Underwriter a 30-day option (the “Over-Allotment Option”) to purchase up to an additional 1,732,500 shares of common stock (the ”Option Shares” and, together with the Closing Shares, the “Shares”) as well as accompanying common stock purchase warrants to purchase up to an aggregate of 1,732,500 shares of common stock (the “Option Warrants” and collectively with the Closing Warrants, the “Warrants”) at the combined offering price to the public. The offering of the Shares and the Warrants is referred to as the “Offering”.

The Warrants have an exercise price of $0.60 per share, subject to adjustment as provided therein, are exercisable immediately and remain exercisable for a period of five years from the initial closing of the Offering (or the closing of the Over-Allotment Option, as applicable). The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the issuance of the shares underlying the Warrants to the holder. The Company is prohibited from effecting an exercise of any Warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of common stock outstanding immediately after giving effect to the exercise. The Company also entered into a warrant agent agreement with the Company’s transfer agent, VStock Transfer LLC which acts as warrant agent for the Company, with respect to the Warrants.

Certain directors and officers agreed to purchase an aggregate of 254,229 shares and accompanying warrants in the Offering on the same terms offered to the public.

Net proceeds to the Company from the initial closing of the Offering were approximately $5.4 million after deducting estimated Offering expenses payable by the Company (and assuming no exercise of any Warrants).

Pursuant to the Underwriting Agreement, in connection with the initial closing of the Offering on October 14, 2025, the Company reimbursed the Underwriter for $100,000 of its expenses, including fees and expenses of counsel to the Underwriter, and issued the Underwriter (and certain of its designees) warrants to purchase up to an aggregate of 808,500 shares of its common stock (the “Closing Underwriter Warrants”), equal to 7.0% of the number of Closing Shares sold in the Offering, at an exercise price of $0.63 per share. The Closing Underwriter Warrants are in substantially the same form as the Warrants and are exercisable at any time during the period commencing April 12, 2026 and expire five years after the date of the Underwriting Agreement.

Overallotment Closing

On November 7, 2025, the Company and the Underwriter entered into an amendment to the Underwriting Agreement (the “Amendment”) to modify the terms of the Over-Allotment Option to permit the Underwriter, in its sole discretion, to exercise the Over-Allotment Option with respect to solely Option Shares, solely Option Warrants, or any combination thereof, rather than only as a combined exercise for both Option Shares and Option Warrants together. Concurrently with the execution of the Amendment, the Underwriter exercised its Over-Allotment Option to purchase 1,194,000 Option Shares and 1,732,500 Option Warrants at the same price to public as in the initial closing of the Offering, allocated as $0.51 per share and $0.01 per warrant, less an underwriting discount of 7.0%, for net proceeds to the Company of $582,426 after deducting expenses payable (and assuming no exercise of any warrants).

In connection with the Underwriter’s exercise of the Over-Allotment Option and pursuant to the Underwriting Agreement, the Company also issued to the Underwriter (and certain of its designees) warrants to purchase up to an aggregate 83,580 shares of common stock, or 7.0% of the number of 1,194,000 Option Shares sold in the Over-Allotment Option (the “Over-Allotment Underwriter Warrants”), on the same terms as the Closing Underwriter Warrants.

Shares Issued in Repayment of Lind Notes

During the six-months ended June 30, 2026, the Company issued an aggregate of 1,302,343 shares of common stock, with an aggregate fair value of $4.2 million, to Lind in repayment of amounts due under the 2025 Lind Note. The shares were issued at the applicable repayment share prices determined in accordance with the terms of the 2025 Lind Note and satisfied an aggregate of $3.7 million of repayment obligations. Because each such repayment was settled through the issuance of shares, the transactions were accounted for as extinguishments of the corresponding portions of the note. The difference between the fair value of the shares issued and the carrying amount of the obligations extinguished, including the proportionate net host liability, unamortized debt discount, and bifurcated derivative liability derecognized, resulted in an aggregate loss on extinguishment of debt of $1.6 million for the six months ended June 30, 2026. Refer to Note 8 –Commitments and Contingencies—Convertible Note Payable, for additional information regarding the Company’s outstanding convertible notes, and Note 9 –Subsequent Events, for information regarding share issuances in repayment of the 2025 Lind Note made subsequent to June 30, 2026, of the notes to the condensed consolidated financial statements included within this Report.

2025 ATM Sales Agreement

On April 22, 2025, the Company entered into a Capital On DemandTM Sales Agreement (the “2025 ATM Sales Agreement”) with JonesTrading Institutional Services, LLC (“JonesTrading”) to sell shares of the Company’s common stock, with an aggregate offering price of up to $7.5 million, from time to time through an “at the market” offering pursuant to the 2025 Form S-3, through JonesTrading acting as the Company’s agent. On August 14, 2025, the Company entered into Amendment No. 1 to the 2025 ATM Sales Agreement to increase the maximum offering price of shares of common stock that may be offered, issued, andsold under the 2025 ATM Sales Agreement from $7.5 million to $30.0 million. Although the Company is not obligated to sell any shares under the 2025 ATM Sales Agreement, from April 1, 2026 through June 30, 2026, the Company raised aggregate proceeds (net of broker commissions and fees) of approximately $1,212,344 through the sale of 754,798 shares of its common stock pursuant to the 2025 ATM Sales Agreement. During the six-months ended June 30, 2026, the Company raised $6,622,685 through the sale of 1,466,452 shares of its common stock pursuant to the 2025 ATM Sales Agreement. From inception on April 22, 2025 through June 30, 2026, the Company raised aggregate proceeds (net of broker commissions and fees) of approximately $8,313,019 through the sale of 1,684,657 shares of its common stock pursuant to the 2025 ATM Sales Agreement. See Note 9 –Subsequent Events of the notes to the condensed consolidated financial statements included within this Report for additional details regarding sales under the 2025 ATM Sales Agreement subsequent to June 30, 2026.

No****te 7 – Stock-Based Compensation

**a)**Common Stock Warrants

The following table summarizes the changes in common stock warrants of the Company outstanding during the six-months period ended June 30, 2026.

The following table summarizes the changes in Series A and Series B Warrants outstanding during the six-months period ended June 30, 2026.

**a)**Common Stock Warrants (continued)

Below is a table summarizing the common stock warrants and the Series A and B warrants issued and outstanding as of June 30, 2026, which have an aggregate weighted average remaining contractual life of 3.82 years. The proceeds if exercised assume the warrants are exercised for cash.

**a)**Common Stock Warrants (continued)

Warrants Granted

On January 15, 2026, in connection with the issuance of the 2026 Lind Note, the Company issued Common Stock Purchase Warrants for the purchase of up to 350,018 shares ofour common stock at a price of $11.428 per share, subject to adjustment (and subsequently adjusted to $2.015 per share as a result of the June 2026 equity offering noted above), and are exercisable for five years.

On June 7, 2026, the Company entered into the Maxim Purchase Agreement with purchasers signatory thereto, in connection with the Company’s offer of an aggregate of 2,960,000 shares, common stock purchase warrants to purchase 1,480,000 shares of common stock to the purchasers pursuant to the prospectus registering such securities. The securities were sold at a combined offering price of $1.55 per share and accompanying warrant.

The warrants have an exercise price of $1.55 per share, are exercisable immediately, and are exercisable for a period of five years from the closing of the offering. The warrants may be exercised on a cashless basis only if there is no registration statement registering, or the prospectus contained therein is not available for, the issuance of the shares underlying the warrants to the holder.

The additional gross proceeds to the Company from the exercise of the warrants, if fully exercised on a cash basis, will be approximately $2.3 million.

Warrants Cancelled

During the period 2,500 warrants granted to an employee expired and were cancelled on March 1, 2026.

Stock-based compensation expense related to warrants of $nil and $nil was recorded in the six-months ended June 30, 2026 and June 30, 2025, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is $nil. As of June 30, 2026, the total intrinsic value of warrants outstanding was $nil.

Exercise Price Adjustments

On June 9, 2026, as a result of the Company’s equity offering of common stock at a price of $1.55 per share, pursuant to the 2026 Maxim Purchase Agreement, the exercise price of the outstanding warrants issued to Lind was reduced pursuant to the down-round provisions contained in those warrants from $13.44 to $2.015 per share for the warrants issued in May 2025, and from $11.428 to $2.015 per share for the warrants issued in January 2026.

The Lind Warrants are classified within stockholders’ equity. In accordance with ASU 2017-11 and ASC 260-10, the Company measured the effect of the down-round feature as the difference between the fair value of the warrants immediately before and immediately after the reduction in exercise price. This resulted in an incremental value of $460,100, which the Company recorded as a deemed dividend through a reduction of income available to common stockholders, with an offsetting increase to additional paid-in capital. The deemed dividend is non-cash and had no effect on total stockholders’ equity, net loss, or comprehensive loss; it increased net loss attributable to common stockholders and, accordingly, loss per share for the period.

**a)**Options

The following table summarizes the changes in options outstanding of the Company during the three-month period ended June 30, 2026, all of which were issued pursuant to the 2015 Plan.

Below is a table summarizing the options issued and outstanding as of June 30, 2026, all of which were issued pursuant to the 2015 Plan and which have an aggregate weighted average remaining contractual life of 2.98 years. As of June 30, 2026, an aggregate of 485,000 shares of common stock were authorized for issuance under the 2015 Plan, of which nil shares of common stock remained available for future issuance thereunder.

Below is a table summarizing the options that were forfeited during the six-months ended June 30, 2026, all of which were issued pursuant to the 2015 Plan.

b) Options (continued)

Stock-based compensation expense related to stock options of $nil and $nil was recorded in the six-months ended June 30, 2026 and June 30, 2025, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is $nil. As of June 30, 2026, the total intrinsic value of stock options outstanding was $nil.

c**) (i) Restricted Stock Units – 2015 Plan**

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2026, all of which were issued pursuant to the 2015 Plan.

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2026, all of which were issued pursuant to the 2015 Plan and which have an aggregate weighted average remaining contractual life of 0.68 years.

Stock-based compensation expense related to RSUs of $462,985 and $1,159,847 was recorded in the six-months ended June 30, 2026 and June 30, 2025, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $729,043.

c**) (i) Restricted Stock Units – 2015 Plan (continued)**

Below is a table summarizing the RSUs vested and settled during the six-months ended June 30, 2026, all of which were issued pursuant to the 2015 Plan.

Below is a table summarizing the RSUs cancelled during the six-months ended June 30, 2026, all of which were originally issued pursuant to the 2015 Plan.

c**) (ii) Restricted Stock Units – 2024 Plan**

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2026, all of which were issued pursuant to the 2024 Plan.

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2026, all of which were issued pursuant to the 2024 Plan and which have an aggregate weighted average remaining contractual life of 1.04 years.

Below is a table summarizing the RSUs granted during the six-months ended June 30, 2026, all of which were issued pursuant to the 2024 Plan. The RSUs vest equally over periods stated on the dates noted, subject to the recipient’s continued service to the Company, and will result in the RSU compensation expense stated.

c**) (ii) Restricted Stock Units – 2024 Plan (continued)**

Below is a table summarizing the RSUs vested during the six-months ended June 30, 2026, all of which were originally issued pursuant to the 2024 Plan.

Below is a table summarizing the RSUs cancelled during the six-months ended June 30, 2026, all of which were originally issued pursuant to the 2024 Plan.

As of June 30, 2026, an aggregate of 375,000 shares of common stock were authorized for issuance under the 2024 Plan, of which 142,066 shares of common stock remained available for future issuance thereunder.

No****te 8 – Commitments and Contingencies

a) Finance Lease Obligations

The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of June 30, 2026.

b) Operating Lease Right-of-Use Obligations

Operating leases as of June 30, 2026, and December 31, 2025, consisted of the following:

During the six-months ended June 30, 2026, cash paid for amounts included for the measurement of lease liabilities was $111,891 and the Company recorded operating lease expense of $112,699.

No****te 8 – Commitments and Contingencies

b) Operating Lease Right-of-Use Obligations (continued)

The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2026.

The Company’s office space leases are short-term and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the six-months ended June 30, 2026, the Company recognized $28,961 in short-term lease costs associated with office space leases. As of June 30, 2026, the annual payments remaining for short-term office leases were as follows:

**c)**Grants Repayable

As of June 30, 2026, the total grant balance repayable was $562,862 and the payments remaining were as follows:

No****te 8 – Commitments and Contingencies (continued)

d) Long-Term Debt

As of June 30, 2026, the total balance for long-term debt payable was $7,051,835 and the payments remaining were as follows:

In December 2025, the Company entered into a five year loan agreement with SA Namur Invest Preface for a maximum of €650,000 with fixed interest rate of 5.00%, maturing September 2030. As of June 30, 2026, €325,000 had been drawn down under this agreement and the principal balance payable was $371,035.

In March 2026, the Company entered into a five year loan agreement with Wallonie Entreprendre for a maximum of €1,000,000 with fixed interest rate of 7.00%, maturing March 2031. As of June 30, 2026, €500,000 had been drawn down under this agreement and the principal balance payable was $570,823.

e) Collaborative Agreement Obligations

In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for athree-year research period for a cost to the Company of up to $2.55 million payable over such period. As of June 30, 2026, $510,000 is still to be paid by the Company under this agreement. As of June 30, 2026, $510,000 is due by the Company under this agreement.

In 2022, the Company entered into a sponsored research agreement with The University of Texas MD Anderson Cancer Center to evaluate the role of neutrophil extracellular traps (“NETs”) in cancer patients with sepsis for a cost to the Company of $449,406. As of June 30, 2026, $163,545 is still to be paid by the Company under this agreement. As of June 30, 2026, $0 is due by the Company under this agreement.

In July 2023, the Company entered into a research agreement with Xenetic Biosciences Inc and CLS Therapeutics Ltd to evaluate the anti-tumoral effects of Nu.Q® CAR T cells for a cost to the Company of $107,589. As of June 30, 2026, $55,305 is still to be paid by the Company under this agreement and as of June 30, 2026, $0 is due by the Company under this agreement.

In August 2023, the Company entered into a project research agreement with Guy’s and St Thomas’ NHS Foundation Trust to evaluate the practical clinical utility of the Nu.Q®H3.1 nucleosome levels in adult patients with sepsis to facilitate early diagnosis and prognostication for a cost to the Company of $129,127. As of June 30, 2026, $129,127 is still to be paid by the Company under this agreement. As of June 30, 2026, $21,521 is due by the Company under this agreement.

e) Collaborative Agreement Obligations (continued)

In October 2024, the Company entered into an agreement with the National Taiwan University to undertake a clinical research study entitled Validation of Nu.Q biomarker panel in differentiating between high and low risk of cancer in nodules identified by Lung cancer LDCT screening for a cost to the Company of $402,250. As of June 30, 2026, $160,900 is still to be paid by the Company under this agreement. As of June 30, 2026, $100,563 is due by the Company under this agreement.

The Company entered into an agreement with Gustave Roussy a leading cancer centre in Europe that treats patients with all types of cancer to perform and be responsible for the co-ordination of a Non-Interventional Phase IV clinical trial to undertake a Prospective analysis of circulating nucleosomes in patients receiving a first line treatment for a non-Hodgkin lymphoma for a cost to the Company of $119,540. As of June 30, 2026, $84,942 is still to be paid by the Company under this agreement. As of June 30, 2026, $34,889 is due by the Company under this agreement.

As of June 30, 2026, the total amount to be paid for future research and collaboration commitments was $1,103,820 and the payments remaining were as follows:

f) Convertible Notes Payable

On May 15, 2025, the Company entered into the Original SPA with Lind, pursuant to which the Company issued the 2025 Lind Note in the principal amount of $7,500,000 and a common stock purchase warrant for the purchase of up to 651,042 shares of common stock (the “2025 Lind Warrant” and, together with the 2025 Lind Note, the “2025 securities”).

The 2025 Lind Note, which does not accrue interest, is repayable in 18 consecutive monthly installments in the amount of $416,666 beginning six-months from the issuance date. Under the terms of the agreement Lind had the right to elect to no more than two (2) monthly payments to increase the amount of such monthly payment up to $1,000,000 upon notice to the Company. Lind elected to exercise this right in full during the period and the Company made the repayment by the issuance of common stock. The monthly payments due under the 2025 Lind Note may be made by the issuance of common stock valued at the Repayment Share Price (as defined in the 2025 Lind Note), cash in an amount equal to 1.05 times the required payment amount, or a combination of cash and shares. The 2025 Lind Note sets forth certain conditions that must be satisfied before we may make any monthly payments in shares of common stock.

The 2025 Lind Note may be converted by Lind from time to time at the Conversion Price (as defined in the 2025 Lind Note). The dollar amount of any conversions by Lind will be applied toward upcoming 2025 Lind Note payments in reverse chronological order. The 2025 Lind Note may be prepaid in whole upon written notice on any business day following August 13, 2025; but in the event of a prepayment notice, Lind may convert up to one-third of the principal amount due at the lesser of the Repayment Share Price or the Conversion Price.

Issuance of shares of common stock upon repayment or conversion of the 2025 Lind Note or the 2026 Lind Note (collectively, the “Note Shares”) and upon exercise of the 2025 Lind Warrant or the 2026 Lind Warrant (collectively, the “Warrant Shares”) is subject to anownership limitation equal to 4.99% of the Company’s outstanding shares of common stock; provided, that if Lind and its affiliates beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, then such limitation shall automatically increase to 9.99% so long as Lind and its affiliates own in excess of 4.99% of such common stock (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon Lind and its affiliates ceasing to own in excess of 4.99% of such common stock).

Upon the occurrence of any Event of Default (as defined in the 2025 Lind Note or the 2026 Lind Note, as applicable), the applicable note will become immediately due and payable and the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the applicable note, subject to a reduction to 110% in certain circumstances, in addition to any other remedies under the applicable note or the other transaction documents. Events of Default include, among others, failure of the Company to make any note payment when due, a default in any indebtedness or adverse judgments in excess of threshold amounts, the failure of the Company to instruct its transfer agent to issue unlegended certificates in certain circumstances, the Company’s shares of common stock no longer being publicly traded or listed on a national securities exchange, any stop order or trading suspension restricting the trading in the Company’s common stock for a specified period, the announcement or consummation of a Change of Control (as defined in the Original SPA or Amended SPA, as applicable), the failure to file reports or filings required by the SEC, and the Company’s market capitalization falling below a threshold amount for a specified period, each as described in the applicable Note.

f) Convertible Notes Payable (continued)

The 2025 Lind Note and 2026 Lind Note contain contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers. Additionally, unless waived by Lind, the Company is required to utilize a portion of the net proceeds from certain specified debt or equity transactions and asset sales to repay the outstanding principal amount due under the applicable note.

As described in Note 6 –Common Stock, on January 7, 2026, the Company entered into the Amended SPA with Lind, pursuant to which the Company issued the 2026 Lind Note in the principal amount of $2,400,000 and the 2026 Lind Warrant for the purchase of up to 350,018 shares of common stock. The Company received net proceeds of $1,755,000 after the original issue discount and debt issuance costs. Further, as described in Note 6 –Common Stock, on May 21, 2026, the Company entered into the Waiver with Lind pursuant to which Lind waived certain rights and remedies under the 2025 Lind Note, the 2026 Lind Note and the other transaction documents arising from the Company’s failure to comply with the market capitalization covenant contained in the Notes, which reflected the imposition of an additional amount payable under the Lind Notes in an amount equal to 10% of the outstanding principal amount of each Note as provided by the terms of the Lind Notes, and which adjusted the terms of conversion of the Lind Notes as described therein.

The Company evaluated the embedded features within the convertible notes in accordance with ASC Topic 480 and ASC Topic 815. The Company determined that the embedded features, specifically (i) the default penalty on outstanding principal, and (ii) the default conversion option into common shares at 90% of the lowest volume weighted average price for the common shares on the Company’s VWAP in the three days preceding conversion, constitute derivative liabilities. These features, arising from default provisions, including the contingent default penalty (deemed redemption) and the contingent variable conversion feature, meet the definition of a derivative and do not qualify for derivative accounting exemptions. Consequently, these embedded features were bifurcated from the debt host as derivative liabilities.

The initial fair value of the derivative liabilities was determined using a Monte Carlo simulation valuation model, considering various potential outcomes and scenarios. The model used the following assumptions:(i) dividend yield of 0%; (ii) expected volatility of 91.48%; (iii) risk-free interest rate of 4.23%; (iv) simulated term of 2.0 years; (v) estimated fair value of the common shares of $5.832 per share; and (vi) various probability assumptions. The 2026 Lind Note initial fair value of the embedded derivative liability was $385,300. The January 2026 Lind Warrant was determined to be equity-classified under ASC 815-40 and was recorded at its initial fair value of $1,297,500. The original issue discount of $400,000, debt issuance costs of $245,000, and the allocated fair values of both the embedded derivative liability and the January 2026 Lind Warrant resulted in a total debt discount of $1,646,152 at issuance.

Subsequent changes in fair value are recognized in the statement of operations for each reporting period. The issuance costs for the convertible notes, along with the allocated fair values of both the 2025 Lind Warrant and 2026 Lind Warrant and the bifurcated embedded derivative liabilities, were collectively treated as a debt discount. The debt discount is amortized to interest expense over the term of the applicable note using the effective interest method.

During the six-months June 30, 2026, the Company issued shares of common stock to Lind in repayment of amounts due under the 2025 Lind Note. Refer to Note 6 –Common Stock, for additional information regarding shares issued during the period in repayment of the Company’s convertible notes.

f) Convertible Notes Payable (continued)

Estimated future minimum principal payments of the 2025 Lind note for the next five years consist of the following as of June 30, 2026.

Estimated future minimum principal payments of the 2026 Lind Note for the next five years consist of the following as of June 30, 2026.

The following table combines the 2025 and 2026 Lind Note repayments and associated debt discount amounts.

On May 8, 2026, the Company’s market capitalization fell below $22,500,000 for ten consecutive trading days, resulting in a market capitalization default under each of the 2025 Lind Note and the 2026 Lind Note. According to the terms of each note, a market capitalization default automatically imposes a mandatory default amount equal to 110% of the then-outstanding principal amount of the note, increasing the outstanding principal by 10%. As a result, the outstanding principal of the 2025 Lind Note increased by $383,333 (from $3,833,333 to $4,216,666) and the outstanding principal of the 2026 Lind Note increased by $240,000 (from $2,400,000 to $2,640,000), for an aggregate increase of $623,333. The mandatory default amount was recognized in interest expense when incurred on May 8, 2026, with a corresponding increase to the principal balance of the notes.

Pursuant to a Waiver and Consent between the Company and Lind effective May 8, 2026, Lind waived its acceleration, payment-demand, and collateral-foreclosure remedies with respect to this and any future market capitalization default, except for its triggered conversion right, which was preserved (in each case as defined in the Lind Notes). The 110% mandatory default amount was not waived and remains an obligation of the Company**.**

Note 8 – Commitments and Contingencies (continued)** **

g) Other Commitments

Belgian Volition

In connection with the acquisition of the Company’s former subsidiary, Volition Germany GmbH, the Company entered into a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of five years post-closing. Volition Germany has been dissolved and its assets transferred to Belgian Volition.

As of June 30, 2026, $223 is payable under the 6% royalty agreement on sales to date toward the Company’s aggregate minimum royalty obligation of $125,581.

VolitionRx

On February 5, 2026, the Company entered into a 9-month loan agreement with First Insurance Funding for a maximum of $262,552 with fixed interest rate of 7.32%, maturing in November 2026. As of June 30, 2026, the maximum has been drawn down under this agreement and the principal balance payable was $141,512. The agreement is in relation to the directors and officers insurance policy.

h) Legal Proceedings

In the ordinary course of business, the Company may be subject to claims, counter-claims, lawsuits and other litigation of the type that generally arise from the conduct of its business. The Company is not aware of any legal proceedings that the Company believes would reasonably be expected to have a material adverse effect on its financial position, results of operations, or cash flows.

No****te 8 – Commitments and Contingencies (continued)

i) Commitments in Respect of Corporate Goals and Performance-Based Awards

As of June 30, 2026, the Company had recognized total compensation expense of $652,359 in relation to the RSUs from grants in 2023. The Company has unrecognized compensation expense of $16,204 in relation to those 2023 RSUs, of which, $16,204 is in relation to RSUs that will vest in 2026 based on the outcomes related to the prescribed performance targets on the outstanding awards.

Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of cash bonuses of up to two months’ gross salary to the salaried employees of the Company and its affiliates, payable upon achievement of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding. Pursuant to the terms of the grants, conditioned upon the achievement by the Company or its affiliates/subsidiaries of one or more of the specified corporate goals as set forth in the minutes of the Compensation Committee, and providing that the bonus recipients commenced employment prior to October 1, 2025 and continued employment until at least December 31, 2025, at the sole discretion of both the Chief Executive Officer and the Chief Financial Officer, the Company would accrue a cash bonus to such award recipients, but would defer payment until conditions improved.

Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of RSUs of 143,400 shares of common stock under the 2024 Plan, payable upon the achievement of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries in exchange for services provided to the Company. Pursuant to the terms of the grants, conditioned upon the achievement by the Company or its affiliates/subsidiaries of one or more of the corporate goals as set forth in the minutes of the Compensation Committee, as determined in the sole discretion of the Compensation Committee, these RSUs will vest at a rate of approximately one-third vesting on each of March 17, 2026, March 17, 2027, and March 17, 2028 subject to continued service of the award recipient to the Company through the applicable vesting dates. During the year ended December 31, 2025,100,380 RSUs were cancelled due to non-achievement of some of the corporate goals. At management’s discretion, the cash components of these awards have been permanently canceled and the accruals reversed in the quarter.

As of June 30, 2026, the Company had recognized total compensation expense of $338,342 in relation to the RSUs from grants in 2025. The Company has unrecognized compensation expense of $145,914 in relation to those 2025 RSUs, of which $0 is in relation to RSUs that will vest in 2026, $56,026 in relation to RSUs that will vest in 2027, and $89,888 in relation to RSUs that will vest in 2028 based on the outcomes related to the prescribed performance targets on the outstanding awards.

No****te 9 – Subsequent Events

Settlement of RSUs

On July 13, 2026,50 RSUs previously granted to an employees vested and settled resulting in the issuance of 50 shares of common stock, all of which were issued pursuant to the 2015 Plan.

RSUs Cancellations

On July 7, 2026,184 RSUs previously granted to employees of the Company were cancelled under the 2015 Plan upon termination prior to vesting.

On July 7, 2026,260 RSUs previously granted to employees of the Company were cancelled under the 2024 Plan upon termination prior to vesting.

On July 17, 2026,574 RSUs previously granted to employees of the Company were cancelled under the 2015 Plan upon termination prior to vesting.

On July 17, 2026,890 RSUs previously granted to employees of the Company were cancelled under the 2024 Plan upon termination prior to vesting.

Reduction in Authorized Share Capital

On May 11, 2026, the Board of Directors of the Company unanimously approved the Fourth Amendment to the Restated Certificate to reduce the number of authorized shares of common stock, $0.001 par value per share, issuable under the Restated Certificate from 325,000,000 to 150,000,000.This proposal was approved at the Annual Meeting of Stockholders on July 17, 2026.

Shares Issued in Repayment/Conversion of Convertible Notes

On July 14, 2026, the Company issued an aggregate of 116,651 shares of common stock to Lind in repayment of amounts due under the 2026 Lind Note. The shares were issued at the applicable repayment share prices determined in accordance with the terms of the 2026 Lind Note and satisfied an aggregate of approximately $133,333 of repayment obligations. Refer to Note 6 –Common Stock, and Note 8 –Commitments and Contingencies, for additional information regarding the Company’s outstanding convertible notes.

On July 16, 2026, the Company issued an aggregate of 372,023 shares of common stock to Lind in repayment of amounts due under the 2026 Lind Note. The shares were issued at the applicable repayment share prices determined in accordance with the terms of the 2025 Lind Note and satisfied an aggregate of approximately $416,666 of repayment obligations. Refer to Note 6 –Common Stock, and Note 8 –Commitments and Contingencies, for additional information regarding the Company’s outstanding convertible notes.

On August 5, 2026, the Company issued an aggregate of 290,697 shares of common stock to Lind in conversion of amounts due under the 2025 Lind Note. The shares were issued at the applicable conversion share prices determined in accordance with the terms of the 2025 Lind Note and satisfied an aggregate of approximately $200,000 of conversion obligations. Refer to Note 6 –Common Stock, and Note 8 –Commitments and Contingencies, for additional information regarding the Company’s outstanding convertible notes.

On August 11, 2026, the Company issued an aggregate of 220,264 shares of common stock to Lind in conversion of amounts due under the 2025 Lind Note. The shares were issued at the applicable conversion share prices determined in accordance with the terms of the 2025 Lind Note and satisfied an aggregate of approximately $150,000 of conversion obligations. Refer to Note 6 –Common Stock, and Note 8 –Commitments and Contingencies, for additional information regarding the Company’s outstanding convertible notes.

2025 ATM Sales Agreement

During the period from July 1, 2026 through August 7, 2026, the Company sold 605,360 shares of common stock for aggregate proceeds (net of broker commissions and fees) of approximately $509,528 under the 2025 ATM Sales Agreement with Jones Trading*.*

END NOTES TO FINANCIALS