What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-05-11 compared with 2020-11-12 · 185 added, 257 removed, 321 unchanged (58% of the section changed)

8 unchanged sentences

(Expressed in United States Dollars, except share numbers)

September 30,

Current Assets

30 unchanged sentences

(116,290,117)

(110,173,971)

Total VolitionRx Limited Stockholders' Equity

6 unchanged sentences

(Expressed in United States Dollars, except share numbers)

Three Months ended

September 30,

Nine Months ended

September 30,

Three Months Ended March 31,

Total Revenues

6 unchanged sentences

Other Income (Expenses)

Gain on disposal of fixed assets

Interest income

Interest expense

Other expenses

Total Other Income (Expenses)

Provision for Income Taxes

Net Loss attributable to Non-Controlling Interest

3 unchanged sentences

Net Comprehensive Loss

Net Loss Per Share – Basic and Diluted attributable to VolitionRx Limited

Net Loss Per Share – Basic and Diluted

Weighted Average Shares Outstanding

4 unchanged sentences

(Expressed in United States Dollars, except share numbers)

For the Three and Nine Months ended September 30, 2020 and September 30, 2019

For the Three Months Ended March 31, 2021 and March 31, 2020

Comprehensive

1 unchanged sentence

Balance, December 31, 2020

Common stock issued for Director compensation in Volition Germany

Common stock issued in exercise of stock options

Common stock repurchase and retirement

Stock-based compensation

Foreign currency translation

Net loss for the period

Balance, March 31, 2020

Common stock issued in public offering, net

Stock-based compensation

Foreign currency translation

Net loss for the period

Balance, June 30, 2020

(110,173,971)

Common stock issued in public offering, net

Common stock issued in exercise of stock options

Common stock issued for cash exercise of warrants

Common stock issued for cash

Common stock issued for cashless exercise of stock options and settlement of RSUs

Stock-based compensation

2 unchanged sentences

Net loss for the period

Balance, September 30, 2020

Balance, March 31, 2021

(116,290,117)

(The accompanying notes are an integral part of these condensed consolidated financial statements)

VOLITIONRX LIMITED

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(Expressed in United States Dollars, except share numbers)

For the Three and Nine Months ended September 30, 2020 and September 30, 2019

Comprehensive

Income (Loss)

Balance, December 31, 2019

Common stock issued in exercise of warrants

Stock-based compensation

Modification of financing warrants

Foreign currency translation

Net loss for the period

Balance, March 31, 2019

Common stock issued in exercise of warrants

Stock-based compensation

Foreign currency translation

Net loss for the period

Balance, June 30, 2019

Common stock issued in exercise of warrants

Common stock issued for Director compensation in Volition Germany

Common stock issued in exercise of stock options

Common stock repurchase and retirement

Stock-based compensation

1 unchanged sentence

Net loss for the period

Balance, September 30, 2019

Balance, March 31, 2020

(The accompanying notes are an integral part of these condensed consolidated financial statements)

2 unchanged sentences

(Expressed in United States Dollars)

Nine Months ended September 30,

Three Months Ended March 31,

Operating Activities

2 unchanged sentences

Amortization of operating lease right-of-use assets

Gain on disposal of fixed assets

Stock-based compensation

Common stock issued for Director compensation in Volition Germany

Financing costs for warrants modified

Changes in operating assets and liabilities:

8 unchanged sentences

Purchases of property and equipment

Proceeds from sales of property and equipment

Net Cash Used In Investing Activities

6 unchanged sentences

Payments on long-term debt

Payments on grants repayable

Payments on finance lease obligations

Net Cash Provided By Financing Activities

Net Cash Provided By (Used In) Financing Activities

Effect of foreign exchange on cash

15 unchanged sentences

"we"

or "us") for the three and nine months ended September 30, 2020 and September 30, 2019, respectively, are not audited.

or "us") for the three months ended March 31, 2021 and March 31, 2020, respectively, are not audited.

Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S.

In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of September 30, 2020, and our results of operations and cash flows for the periods ended September 30, 2020 and September 30, 2019, respectively.

The results of operations for the periods ended September 30, 2020 and September 30, 2019, respectively, are not necessarily indicative of the results for a full-year period.

These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (the "SEC") on February 20, 2020.

In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of March 31, 2021, and our results of operations and cash flows for the periods ended March 31, 2021 and March 31, 2020, respectively.

The results of operations for the periods ended March 31, 2021 and March 31, 2020, respectively, are not necessarily indicative of the results for a full-year period.

These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission (the "SEC") on March 22, 2021.

U se o f E s ti m a t es

1 unchanged sentence

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company also regularly evaluates estimates and assumptions related to useful lives of property and equipment, impairment of long-lived assets, the estimate of the fair value of the lease liability and related right of use assets, allowance for doubtful accounts and valuation of share based payments.

The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets, and valuations of stock-based compensation.

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

The actual results experienced by the Company may differ materially and adversely from the Company’s estimates.

To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

To the extent there are material differences between the estimates and the actual results, future results of operations could be affected.

P ri n ci p les o f Con s o li d a ti o n

The accompanying condensed consolidated financial statements for the period ended September 30, 2020 include the accounts of the Company and its subsidiaries.

The accompanying condensed consolidated financial statements for the period ended March 31, 2021 include the accounts of the Company and its subsidiaries.

The Company has one wholly owned subsidiary, Singapore Volition Pte.

Limited (“Singapore Volition”).

Singapore Volition has one wholly-owned subsidiary, Belgian Volition SPRL (“Belgian Volition”).

Singapore Volition has one wholly owned subsidiary, Belgian Volition SRL (“Belgian Volition”).

Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc.

5 unchanged sentences

The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets.

As of September 30, 2020, cash and cash equivalents totaled approximately $20.9 million, of which $14.7 million was held in an overnight money market account.

As of March 31, 2021, cash and cash equivalents totaled approximately $33.1 million, of which $20.2 million was held in an overnight money market account.

VOLITIONRX LIMITED

8 unchanged sentences

Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

As of September 30, 2020, the accounts receivable balance was $573 and the allowance for doubtful debts was $nil.

As of March 31, 2021, the accounts receivable balance was $14,238 and the allowance for doubtful debts was $nil.

Revenue Recognition

7 unchanged sentences

and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s).

The Company generates revenue from its license agreement with Active Motif Inc.

(“Active Motif”) for the sale of Research Use Only kits from which the Company receives royalties.

In addition, revenue is received from external third parties for product sales and/or services the Company performs for them in its laboratory.

The Company generates product revenues from the sale of its Nu.Q ® Vet Cancer Screening Test, from the sale of nucleosomes, and from the sale of Research Use Only kits pursuant to its license agreement with Active Motif, Inc.

(“Active Motif”) from which the Company receives royalties.

In addition, revenue is received from external third parties for services the Company performs for them in its laboratory.

Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows:

7 unchanged sentences

These are presented in “Product” in the consolidated statements of operations and comprehensive loss.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued)

The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties in “Services” in the consolidated statements of operations and comprehensive loss.

5 unchanged sentences

These estimates are re-assessed each reporting period as required.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued)

B asic a n d D il u ted N et Lo ss P er Sh are

3 unchanged sentences

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.

As of September 30, 2020, 4,551,119 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.

As of March 31, 2021, 4,568,485 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.

Reclassification

2 unchanged sentences

Recent Accounting Pronouncements

The Company does not believe there are any new applicable accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

The Company has implemented all new accounting pronouncements that are in effect.

The Company does not believe there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued)

COVID-19 Pandemic Impact

On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic.

Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work.

Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, implementing shelter-in-place orders, significant restrictions on travel, as well as restrictions and guidelines that prohibit many employees from going to work.

Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets.

The Company did not observe significant impacts on its business or results of operations for the three and nine months ended September 30, 2020 due to the global emergence of COVID-19.

The Company did not observe significant impacts on its business or results of operations for the three months ended March 31, 2021 and March 31, 2020 due to the global emergence of COVID-19.

While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows .

2 unchanged sentences

GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company has incurred losses since inception of $105.0 million, has negative cash flows from operations, and currently has limited revenues, which creates substantial doubt about its ability to continue as a going concern for a period of one year from the date of issuance of these condensed consolidated financial statements.

The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing and/or generate revenues as may be required to sustain its operations.

The Company has incurred losses since inception of $116.3 million, has negative cash flows from operations, and has minimal revenues, which creates substantial doubt about its ability to continue as a going concern for a period of at least one year from the date of issuance of these condensed consolidated financial statements.

The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing and/or to generate revenues as may be required to sustain its operations.

Management plans to address the above as needed by (a) securing additional grant funds, (b) obtaining additional financing through debt or equity transactions, (c) granting licenses to third parties in exchange for specified up-front and/or back-end payments and (d) developing and commercializing its products on an accelerated timeline.

7 unchanged sentences

Note 3 - Property and Equipment

The Company’s property and equipment consist of the following amounts as of September 30, 2020 and December 31, 2019:

September 30,

The Company’s property and equipment consisted of the following amounts as of March 31, 2021 and December 31, 2020:

Computer hardware and software

8 unchanged sentences

Not amortized

During the nine-month periods ended September 30, 2020 and September 30, 2019, the Company recognized $459,450 and $443,972, respectively, in depreciation expense.

During the nine-month period ended September 30, 2020, the Company sold laboratory equipment for $293,595, resulting in a gain on disposal of equipment of $293,595.

As of September 30, 2020, the Company has received $97,388 in payment for the laboratory equipment, with the remaining receivable of $196,207 recorded in other current assets.

Note 4 - Intangible Assets

The Company’s intangible assets consist of patents.

The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years.

September 30,

During the three months ended March 31, 2021 and March 31, 2020, the Company recognized $204,049 and $158,768, respectively, in depreciation expense.

VOLITIONRX LIMITED

1 unchanged sentence

($ expressed in United States Dollars)

Note 4 - Intangible Assets (continued)

During the nine-month periods ended September 30, 2020 and September 30, 2019, the Company recognized $65,567 and $65,761, respectively, in amortization expense.

The Company amortizes the patents on a straight-line basis with terms ranging from 8 to 20 years.

Note 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 eight to 20 years.

During the three months ended March 31, 2021 and March 31, 2020, the Company recognized $23,293 and $21,420, respectively, in amortization expense.

The Company amortizes the patents on a straight-line basis with terms ranging from eight to 20 years.

The annual estimated amortization schedule over the next five years is as follows:

2 unchanged sentences

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, 2019.

The Company carried out such a review in accordance with ASC 360 Topic “ Property, Plant and Equipment ” as of December 31, 2020.

The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, 2020.

2 unchanged sentences

The Company has agreements with related parties for the purchase of products and consultancy services which are accrued under management and directors’ fees payable (see condensed consolidated balance sheets).

Note 6 - Common Stock

As of September 30, 2020, the Company was authorized to issue 100 million shares of common stock par value $0.001 per share, of which 48,064,575 and 41,125,303 shares were issued and outstanding as of September 30, 2020 and December 31, 2019, respectively.

Stock Issuances Upon Warrant and Option Exercises

From January 7, 2020 to August 17, 2020, 97,500 stock options were exercised to purchase shares of common stock at $2.50 per share in cashless exercises that resulted in the issuance of 30,033 shares of common stock.

From January 7, 2020 to August 17, 2020, 97,500 stock options were exercised to purchase shares of common stock at $3.00 per share in cashless exercises that resulted in the issuance of 16,539 shares of common stock.

On January 7, 2020, 35,000 stock options were exercised to purchase shares of common stock at $4.00 per share in cashless exercises that resulted in the issuance of 6,486 shares of common stock.

From February 24, 2020 to September 2, 2020, 11,599 stock options were exercised to purchase shares of common stock at $2.35 per share in cashless exercises that resulted in the issuance of 2,752 shares of common stock.

From July 16, 2020 to August 10, 2020, 210,000 stock options were exercised to purchase shares of common stock at $2.50 per share in cashless exercises and withholding of shares for taxes that resulted in the issuance of 39,197 shares of common stock.

From July 21, 2020 to August 12, 2020, 210,000 stock options were exercised to purchase shares of common stock at $3.00 per share in cashless exercises and withholding of shares for taxes that resulted in the issuance of 22,261 shares of common stock.

On August 12, 2020, 15,000 stock options were exercised to purchase shares of common stock at $2.50 per share that resulted in the issuance of 15,000 shares of common stock for proceeds to the Company of $37,500.

On August 12, 2020, 15,000 stock options were exercised to purchase shares of common stock at $3.00 per share that resulted in the issuance of 15,000 shares of common stock for proceeds to the Company of $45,000.

VOLITIONRX LIMITED

1 unchanged sentence

($ expressed in United States Dollars)

Note 6 - Common Stock (continued)

On September 18, 2020, 25,000 warrants were exercised to purchase shares of common stock at $2.47 per share that resulted in the issuance of 25,000 shares of common stock for proceeds to the Company of $61,750.

Stock Issuance for Services

On January 9, 2020, 73,263 shares were issued as fully paid shares of common stock valued at $333,969 as compensation to a managing director of Volition Germany (see Note 8(f)).

Stock Repurchase

On January 12, 2020, the Company purchased from its Chief Medical Officer 11,364 shares of our common stock at $4.79 per share, for a total cost to the Company of $54,434.

These shares were subsequently retired.

Note 6 - Common Stock

As of March 31, 2021, the Company was authorized to issue 100 million shares of common stock par value $0.001 per share, of which 52,871,001 and 48,607,017 shares were issued and outstanding as of March 31, 2021 and December 31, 2020, respectively.

Stock Option Exercises and RSU Settlements

From January 13, 2021 to March 19, 2021, 7,634 stock options were exercised to purchase shares of common stock at $3.35 per share in cashless exercises that resulted in the issuance of 948 shares of common stock.

On January 20, 2021, 5,000 RSUs were settled net of tax withholdings at $4.10 per share that resulted in the issuance of 3,000 shares of common stock.

On February 2, 2021, 20,000 stock options were exercised to purchase shares of common stock at $3.80 per share in a cashless exercise that resulted in the issuance of 6,181 shares of common stock.

On February 8, 2021, 100,000 stock options were exercised to purchase shares of common stock at $5.00 per share in a cashless exercise that resulted in the issuance of 19,446 shares of common stock.

From February 8, 2021 to February 9, 2021, 100,000 stock options were exercised to purchase shares of common stock at $4.00 per share in cashless exercises that resulted in the issuance of 32,126 shares of common stock.

On February 8, 2021, 50,000 stock options were exercised to purchase shares of common stock at $3.25 per share in a cashless exercise that resulted in the issuance of 18,750 shares of common stock.

Equity Capital Raise

On May 20, 2020, the Company entered into an underwriting agreement with National Securities Corporation, acting on its own behalf and as representative of the several underwriters, in connection with the public offering, issuance and sale by the Company of 4,365,000 shares of the Company’s common stock, at the public offering price of $2.75 per share, less underwriting discounts and commissions.

Under the terms of the agreement, the Company granted the underwriters an option, exercisable for 30 days from the date of the agreement, to purchase up to 654,750 additional shares of the Company’s common stock to cover overallotments, if any, at the public offering price of $2.75 per share, less underwriting discounts and commissions.

On May 21, 2020, the underwriters exercised the overallotment option in full.

As a result of the equity capital raise, the Company issued a total of approximately 5 million shares for aggregate gross proceeds of $13.8 million.

Additionally, in connection with this transaction, $1.1 million was incurred in fees relating to the equity offering, resulting in net proceeds of $12.7 million.

Equity Distribution Agreement

On September 7, 2018, the Company entered into an equity distribution agreement (as amended, the “Equity Distribution Agreement”) with Oppenheimer & Co.

(“Oppenheimer”), which agreement allows it to offer and sell shares of common stock having an aggregate offering price of up to $10.0 million from time-to-time pursuant to a shelf registration statement on Form S-3 (declared effective by the SEC on September 28, 2018, File No.333-227248) through Oppenheimer acting as the Company’s agent and/or principal.

From inception through September 30, 2020, the Company raised aggregate net proceeds of approximately $6.5 million under the Equity Distribution Agreement through the sale of 1,688,555 shares of its common stock.

During the nine-month period ended September 30, 2020, the Company raised aggregate net proceeds of approximately $6.5 million under the Equity Distribution Agreement through the sale of 1,685,355 shares of its common stock.

Additionally, in connection with this transaction $104,813 was incurred in fees relating to the Equity Distribution Agreement.

See Note 9 for details regarding additional sales of common stock under the Equity Distribution Agreement after September 30, 2020.

On February 10, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co.

(the “Underwriter”) in connection with an underwritten public offering (the “Offering”) of 3,809,524 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”) pursuant to the Company’s shelf registration statement on Form S-3 (declared effective by the SEC on September 28, 2018, File No.

The Underwriter purchased the Firm Shares from the Company at a price of $4.9533 per share on February 12, 2021.

The net proceeds received by the Company for the sale and issuance of the Firm Shares were approximately $18.9 million.

Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 571,428 shares of Common Stock (the “Option Shares”) at the same price per share as the Firm Shares which option was not exercised.

Equity Distribution Agreements

On November 10, 2020, the Company entered into an equity distribution agreement (the “2020 EDA”) with Cantor Fitzgerald & Co.

(“Cantor”) and Oppenheimer & Co.

(“Oppenheimer”), to sell shares of its common stock having an aggregate offering price of up to $25.0 million from time-to-time, through an “at the market offering program” pursuant to the Company’s effective “shelf” registration statement on Form S-3 (File No.

333-227248) and related prospectuses, through Cantor and Oppenheimer each acting as the Company’s agent and/or principal.

The Company is not obligated to sell any shares under the 2020 EDA.

From inception through March 31, 2021, the Company raised aggregate net proceeds (net of broker’s commissions and fees) of $343,957 under the 2020 EDA through the sale of 65,400 shares of its common stock, all of which occurred during the first quarter of 2021.

VOLITIONRX LIMITED

1 unchanged sentence

($ expressed in United States Dollars)

Note 6 - Common Stock (continued)

On September 7, 2018, the Company entered into an equity distribution agreement (as amended, the “2018 EDA”) with Oppenheimer to sell shares of common stock having an aggregate offering price of up to $10.0 million from time-to-time, through an “at the market offering program” pursuant to the Company’s effective “shelf” registration statement on Form S-3 (File No 333-227248) and related prospectuses, through Oppenheimer acting as the Company’s agent and/or principal.

During the first quarter of 2021, the Company raised aggregate net proceeds (net of broker’s commissions and fees) of approximately $1.2 million under the 2018 EDA through the sale of 308,609 shares of its common stock.

From inception through March 31, 2021, the Company raised aggregate net proceeds (net of broker’s commissions and fees) of approximately $9.7 million under the 2018 EDA through the sale of 2,539,606 shares of its common stock and fully utilized the availability under the 2018 EDA.

No further sales will be made under the 2018 EDA.

Note 7 – Stock-Based Compensation

The following table summarizes the changes in warrants outstanding of the Company during the nine-month period ended September 30, 2020:

The following table summarizes the changes in warrants outstanding of the Company during the three months ended March 31, 2021:

Weighted Average

1 unchanged sentence

Outstanding at December 31, 2020

Outstanding at September 30, 2020

Exercisable at September 30, 2020

Effective February 26, 2020, the vesting criteria of the remaining installment of a warrant originally granted March 20, 2013 to an officer of the Company, and previously amended, was deemed met pursuant to the approval of the Compensation Committee, resulting in the vesting of the Warrant as to 125,000 shares effective February 26, 2020, with an expiration date of February 26, 2023.

Effective March 1, 2020, the Company granted warrants to purchase 50,000 shares of common stock to a Company employee for services to the Company.

These warrants vest on September 1, 2021 (subject to continued employment through such date) and expire on March 1, 2026, with an exercise price of $3.45 per share.

Outstanding at March 31, 2021

Exercisable at March 31, 2021

Effective January 1, 2021, the Company granted warrants to purchase 125,000 shares of common stock to a Company employee for services to the Company.

These warrants vest on January 1, 2022 (subject to continued employment through such date) and expire on January 1, 2027, with an exercise price of $3.95 per share.

The Company has calculated the estimated fair market value of these warrants at $242,877, using the Black-Scholes model and the following assumptions:

term 3.5 years, stock price $3.95, exercise price $3.80, 74.53% volatility, 0.50% risk-free rate, and no forfeiture rate.

Below is a table summarizing the warrants issued and outstanding as of September 30, 2020, which have an aggregate weighted average remaining contractual life of 2.68 years.

Exercised ($)

Stock-based compensation expense related to warrants of $56,127 and $6,379 was recorded in the nine months ended September 30, 2020 and September 30, 2019, respectively.

Total remaining unrecognized compensation cost related to non-vested warrants is $53,105 and is expected to be recognized over a period of 0.92 years.

As of September 30, 2020, the total intrinsic value of warrants outstanding was $92,500.

Effective February 1, 2021, the Company granted warrants to purchase 185,000 shares of common stock to a Company employee for services to the Company.

These warrants vest on February 1, 2022 (subject to continued employment through such date) and expire on February 1, 2027, with an exercise price of $4.90 per share.

The Company has calculated the estimated fair market value of these warrants at $459,352, using the Black-Scholes model and the following assumptions:

term 3.5 years, stock price $4.90, exercise price $4.80, 75.03% volatility, 0.59% risk-free rate, and no forfeiture rate .

VOLITIONRX LIMITED

2 unchanged sentences

Note 7 – Stock-Based Compensation (continued)

The following table summarizes the changes in options outstanding of the Company during the nine-month period ended September 30, 2020:

a) Warrants (continued)

Below is a table summarizing the warrants issued and outstanding as of March 31, 2021, which have an aggregate weighted average remaining contractual life of 4.71 years.

Exercised ($)

Stock-based compensation expense related to warrants of $148,364 and $27,205 was recorded in the three months ended March 31, 2021 and March 31, 2020, respectively.

Total remaining unrecognized compensation cost related to non-vested warrants is $592,341 and is expected to be recognized over a period of 0.84 years.

As of March 31, 2021, the total intrinsic value of warrants outstanding was $180,250.

The following table summarizes the changes in options outstanding of the Company during the three months ended March 31, 2021:

Weighted Average

1 unchanged sentence

Outstanding at December 31, 2020

Expired/Cancelled

Outstanding at September 30, 2020

Exercisable at September 30, 2020

Effective April 13, 2020, the Company granted stock options to purchase 835,000 shares of common stock to various Company personnel (including directors, executives, members of management and employees) in exchange for services provided to the Company.

These options vest on April 13, 2021 and expire 5 years after the vesting date, with an exercise price of $3.60 per share.

The Company has calculated the estimated fair market value of these options at $1,481,709, using the Black-Scholes model and the following assumptions:

term 3.5 years, stock price $3.52, exercise price $3.60, 72.94% volatility, 0.54% risk free rate, and no forfeiture rate.

Below is a table summarizing the options issued and outstanding as of September 30, 2020, all of which were issued pursuant to the 2011 Equity Incentive Plan (for option issuances prior to 2016) or the 2015 Stock Incentive Plan (for option issuances commencing in 2016) and which have an aggregate weighted average remaining contractual life of 3.23 years .

As of September 30, 2020, an aggregate of 4,250,000 shares of common stock were authorized for issuance under the 2015 Stock Incentive Plan, of which 261,867 shares of common stock remained available for future issuance thereunder.

Exercised ($)

Stock-based compensation expense related to stock options of $861,312 and $1,084,312 was recorded in the nine months ended September 30, 2020 and September 30, 2019, respectively.

Total remaining unrecognized compensation cost related to non-vested stock options is $791,598.

As of September 30, 2020, the total intrinsic value of stock options outstanding was $nil.

Outstanding at March 31, 2021

Exercisable at March 31, 2021

VOLITIONRX LIMITED

2 unchanged sentences

Note 7 – Stock-Based Compensation (continued)

b) Options (continued)

Below is a table summarizing the options issued and outstanding as of March 31, 2021, all of which were issued pursuant to the 2011 Equity Incentive Plan (for option issuances prior to 2016) or the 2015 Stock Incentive Plan (for option issuances commencing in 2016) and which have an aggregate weighted average remaining contractual life of 2.75 years .

As of March 31, 2021, an aggregate of 4,250,000 shares of common stock were authorized for issuance under the 2015 Stock Incentive Plan, of which 404,314 shares of common stock remained available for future issuance thereunder.

Exercised ($)

Stock-based compensation expense related to stock options of $355,076 and $165,464 was recorded in the three months ended March 31, 2021 and March 31, 2020, respectively.

Total remaining unrecognized compensation cost related to non-vested stock options is $71,854.

As of March 31, 2021, the total intrinsic value of stock options outstanding was $489,118.

c) Restricted Stock Units (RSUs)

Below is a table summarizing the RSUs issued and outstanding as of September 30, 2020, all of which were issued pursuant to the 2015 Stock Incentive Plan.

Below is a table summarizing the RSUs issued and outstanding as of March 31, 2021, all of which were issued pursuant to the 2015 Stock Incentive Plan.

Share Price ($)

Outstanding at December 31, 2020

Outstanding at September 30, 2020

Effective April 13, 2020, the Company granted RSUs of 52,500 shares of common stock to various Company personnel (including a director and an employee) in exchange for services provided to the Company.

These RSUs vest over 2 years, with 50% vesting on each of April 13, 2021 and April 13, 2022 and will result in total compensation expense of $184,800.

Below is a table summarizing the RSUs issued and outstanding as of September 30, 2020 and which have an aggregate weighted average remaining contractual life of 1.03 years.

Stock-based compensation expense related to RSUs of $64,553 and $nil was recorded in the nine months ended September 30, 2020 and September 30, 2019, respectively.

Outstanding at March 31, 2021

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 7 – Stock-Based Compensation (continued)

c) Restricted Stock Units (RSUs) (continued)

Effective January 1, 2021, the Company granted RSUs of 5,000 shares of common stock to a Company employee in exchange for services provided to the Company.

These RSUs vested immediately on January 1, 2021, and resulted in the issuance of 3,000 shares (the remaining 2,000 shares were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan) and total compensation expense of $19,450.

Effective March 25, 2021, the Company granted aggregate RSUs of 30,000 shares of common stock to two non-executive directors in exchange for services provided to the Company.

These RSUs vest over two years, with 50% vesting on each of March 25, 2022 and March 25, 2023 and will result in total compensation expense of $107,700.

On March 25, 2021, 15,000 RSUs previously granted to a non-executive director were cancelled and returned as authorized shares under the 2015 Stock Incentive Plan upon the resignation of such director prior to vesting.

Below is a table summarizing the RSUs issued and outstanding as of March 31, 2021 and which have an aggregate weighted average remaining contractual life of 0.88 years.

Stock-based compensation expense related to RSUs of $51,902 and $nil was recorded in the three months ended March 31, 2021 and March 31, 2020, respectively.

Total remaining unrecognized compensation cost related to non-vested RSUs is $157,509.

As of September 30, 2020, the total intrinsic value of the RSUs outstanding was $nil.

As of March 31, 2021, the total intrinsic value of the RSUs outstanding was $19,350.

Note 8 – Commitments and Contingencies

a) Finance Lease Obligations

In 2015, the Company entered into an equipment finance lease to purchase three Tecan machines (automated liquid handling robots) for €550,454 Euros that matured in May 2020.

As of September 30, 2020, the balance payable was $nil.

In 2016, the Company entered into a real estate finance lease with ING Asset Finance Belgium S.A.

(“ING”) to purchase a property located in Belgium for €1.12 million Euros, maturing in May 2031.

As of September 30, 2020, the balance payable was $635,130.

In 2018, the Company entered into a finance lease with BNP Paribas leasing solutions to purchase a freezer for the Belgium facility for €25,000 Euros, maturing in January 2022.

The leased equipment is amortized on a straight-line basis over 5 years.

As of September 30, 2020, the balance payable was $13,575.

(“ING”) to purchase a property located in Belgium for €1.12 million, maturing in May 2031 with implicit interest of 2.62%.

As of March 31, 2021, the balance payable was $612,599.

In 2018, the Company entered into a capital lease with BNP Paribas leasing solutions to purchase a freezer for the Belgium facility for €25,000, maturing in January 2022 with implicit interest of 1.35%.

The leased equipment is amortized on a straight-line basis over five years.

As of March 31, 2021, the balance payable was $8,826.

VOLITIONRX LIMITED

2 unchanged sentences

Note 8 – Commitments and Contingencies (continued)

a) Finance Lease Obligations (continued)

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 September 30, 2020.

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 March 31, 2021.

2021 - remaining

Greater than 5 years

Greater than five years

Amount representing interest

3 unchanged sentences

The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost.

Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so we used our incremental borrowing rate as the discount rate.

Our weighted average discount rate is 4.48% and the weighted average remaining lease term is 24 months.

As of September 30, 2020, operating lease right-of-use assets and liabilities arising from operating leases were $257,903 and $266,101, respectively.

During the nine months ended September 30, 2020, cash paid for amounts included for the measurement of lease liabilities was $184,769 and the Company recorded operating lease expense of $185,077.

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 September 30, 2020.

Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so the Company used its incremental borrowing rate as the discount rate.

The Company’s weighted average discount rate is 4.49% and the weighted average remaining lease term is 29 months.

As of March 31, 2021, operating lease right-of-use assets and liabilities arising from operating leases were $303,548 and $309,379, respectively.

During the three months ended March 31, 2021, cash paid for amounts included for the measurement of lease liabilities was $21,562 and the Company recorded operating lease expense of $21,488.

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 March 31, 2021.

2021 - remaining

3 unchanged sentences

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 nine months ended September 30, 2020, $10,737 was recognized in short-term lease costs associated with office space leases.

During the three months ended March 31, 2021, $15,647 was recognized in short-term lease costs associated with office space leases.

The annual payments remaining for short-term office leases were as follows:

2021 – remaining

Total Operating Lease Obligations

Total Operating Lease Liabilities

VOLITIONRX LIMITED

3 unchanged sentences

c) Grants Repayable

In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €1.05 million Euros.

Per the terms of the agreement, €314,406 Euros of the grant is to be repaid, by installments over the period from June 30, 2014 to June 30, 2023.

In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €1.05 million.

Per the terms of the agreement, €314,406 of the grant is to be repaid, by installments over the period from June 30, 2014 to June 30, 2023.

In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6% royalty on such revenue to the Walloon Region.

The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 Euros and the 6% royalty on revenue, is equal to twice the amount of funding received.

As of September 30, 2020, the grant balance repayable was $102,473.

In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €605,000 Euros.

Per the terms of the agreement, €181,500 Euros of the grant is to be repaid by installments over 12 years commencing in 2020.

The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6% royalty on revenue, is equal to twice the amount of funding received.

As of March 31, 2021, the grant balance repayable was $102,645.

In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €605,000.

Per the terms of the agreement, €181,500 of the grant is to be repaid by installments over 12 years commencing in 2020.

In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 3.53% royalty on such revenue to the Walloon Region.

The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 Euros and the 3.53% royalty on revenue, is equal to the amount of funding received.

As of September 30, 2020, the grant balance repayable was $212,786.

As of September 30, 2020, the total grant balance repayable was $315,259 and the payments remaining were as follows:

The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received .

As of March 31, 2021, the grant balance repayable was $213,143.

As of March 31, 2021, the total grant balance repayable was $315,788 and the payments remaining were as follows:

2021 - remaining

2 unchanged sentences

d) Long-Term Debt

In 2016, the Company entered into a 7-year loan agreement with Namur Invest for €440,000 Euros with a fixed interest rate of 4.85%, maturing in December 2023.

As of September 30, 2020, the principal balance payable was $284,741.

In 2016, the Company entered into a 15-year loan agreement with ING for €270,000 Euros with a fixed interest rate of 2.62%, maturing in December 2031.

As of September 30, 2020, the principal balance payable was $249,887.

In 2017, the Company entered into a 4-year loan agreement with Namur Invest for €350,000 Euros with a fixed interest rate of 4.00%, maturing in June 2021.

As of September 30, 2020, the principal balance payable was $102,962.

In 2017, the Company entered into a 7-year loan agreement with SOFINEX for up to €1 million Euros with a fixed interest rate of 4.50%, maturing in September 2024.

As of September 30, 2020, €1 million Euros has been drawn down under this agreement and the principal balance payable was $1,055,139.

In 2018, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 Euros with a fixed interest rate of 4.00%, maturing in June 2022.

As of September 30, 2020, the principal balance payable was $317,254.

In 2019, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 Euros with a fixed interest rate of 4.80%, maturing in September 2023.

As of September 30, 2020, the principal balance payable was $586,189.

In 2016, the Company entered into a seven-year loan agreement with Namur Invest for €440,000 with a fixed interest rate of 4.85%, maturing in December 2023.

As of March 31, 2021, the principal balance payable was $238,568.

In 2016, the Company entered into a 15-year loan agreement with ING for €270,000 with a fixed interest rate of 2.62%, maturing in December 2031.

As of March 31, 2021, the principal balance payable was $240,838.

In 2017, the Company entered into a four-year loan agreement with Namur Invest for €350,000 with a fixed interest rate of 4.00%, maturing in June 2021.

As of March 31, 2021, the principal balance payable was $31,302.

In 2017, the Company entered into a seven-year loan agreement with SOFINEX for up to €1 million with a fixed interest rate of 4.50%, maturing in September 2024.

As of March 31, 2021, €1 million has been drawn down under this agreement and the principal balance payable was $939,474.

In 2018, the Company entered into a four-year loan agreement with Namur Innovation and Growth for €500,000 with a fixed interest rate of 4.00%, maturing in June 2022.

As of March 31, 2021, the principal balance payable was $219,184.

In 2019, the Company entered into a four-year loan agreement with Namur Innovation and Growth for €500,000 with a fixed interest rate of 4.80%, maturing in September 2024.

As of March 31, 2021, the principal balance payable was $587,171.

On October 13, 2020, the Company entered into a ten-year loan agreement with Namur Invest for a maximum of €830,000 with fixed interest rate of 4.00%, maturing March 2031.

During the quarter ended March 31, 2021, the Company borrowed €65,453 under the loan agreement.

As of March 31, 2021, the maximum of €830,000 had been drawn down under this agreement, representing a principal balance payable of $974,706.

VOLITIONRX LIMITED

3 unchanged sentences

d) Long-Term Debt (continued)

As of September 30, 2020, the total balance for long-term debt payable was $2,596,172 and the payments remaining were as follows:

As of March 31, 2021, the total balance for long-term debt payable was $3,231,243 and the payments remaining were as follows:

2021 - remaining

3 unchanged sentences

e) Collaborative Agreement Obligations

In 2015, the Company entered into a research sponsorship agreement with DKFZ in Germany for a 3-year period for €338,984 Euros.

As of September 30, 2020, $87,928 is still to be paid by the Company under this agreement.

In 2016, the Company entered into a research co-operation agreement with DKFZ in Germany for a 5-year period for €400,000 Euros.

As of September 30, 2020, $234,475 is still to be paid by the Company under this agreement.

In 2017, the Company entered into a collaborative research agreement with Munich University in Germany for a 3-year period for €360,000 Euros.

As of September 30, 2020, $0 is still to be paid by the Company under this agreement.

In 2017, the Company entered into a clinical study research agreement with the University of Michigan for a 3-year period for up to $3 million.

This agreement was amended in February 2020 to redefine a new clinical study.

Pursuant to the terms of the amendment, the parties acknowledged that, although not fully completed, the requirements of the original clinical study had been satisfied, including any and all payment obligations by the Company.

Further, the Amendment provided that a new clinical study would be undertaken at no additional cost to the Company.

As of September 30, 2020, up to $138,000 is still accrued by the Company for any additional expenses for the new clinical study.

In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a 3-year period for a cost to the Company of up to $2.55 million payable over such period.

As of September 30, 2020, $892,500 is still to be paid by the Company under this agreement.

In 2019, the Company entered into a research collaboration agreement with the University of Taiwan for a 2-year period to collect a total of 1,200 samples for a cost to the Company of up to $320,000 payable over such period.

As of September 30, 2020, $160,000 is still to be paid by the Company under this agreement.

In 2019, the Company entered into a funded sponsored research agreement with the Texas A&M University (“TAMU”) in consideration for the license granted to the Company for a 5-year period for a cost to the Company of up to $400,000 payable over such period.

As of September 30, 2020, $329,986 is still to be paid by the Company under this agreement.

In 2019, the Company entered into a lyophilization study and a CE marking project including GMP validation and documentation with Biomerica Inc.

for $160,000.

As of September 30, 2020, $54,663 is still to be paid by the Company under this agreement.

On September 16, 2020, the Company entered into a research agreement for the bioinformatic analysis of cell-free DNA fragments from whole-genome sequencing with the Hebrew University of Jerusalem for 6 months for a cost to the Company of €54,879 Euros.

As of September 30, 2020, $64,338 is still to be paid by the Company under this agreement.

In 2016, the Company entered into a research cooperation agreement with DKFZ in Germany for a five-year period for €400,000.

As of March 31, 2021, $234,869 is still to be paid by the Company under this agreement.

In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a three-year period for a cost to the Company of up to $2.55 million payable over such period.

As of March 31, 2021, $510,000 is still to be paid by the Company under this agreement.

In 2019, the Company entered into a research collaboration agreement with the University of Taiwan for a two-year period to collect a total of 1,200 samples for a cost to the Company of up to $320,000 payable over such period.

As of March 31, 2021, $96,000 is still to be paid by the Company under this agreement.

In 2019, the Company entered into a funded sponsored research agreement with the Texas A&M University (“TAMU”) in consideration for the license granted to the Company for a five-year period for a cost to the Company of up to $400,000 payable over such period.

As of March 31, 2021, $235,036 is still to be paid by the Company under this agreement.

As of March 31, 2021, $21,482 is still to be paid by the Company under this agreement.

As of March 31, 2021, the total amount to be paid for future research and collaboration commitments was approximately $1.1 million and the payments remaining were as follows:

2021 - remaining

Total Collaborative Agreement Obligations

VOLITIONRX LIMITED

2 unchanged sentences

Note 8 – Commitments and Contingencies (continued)

e) Collaborative Agreement Obligations (continued)

As of September 30, 2020, the total amount to be paid for future research and collaboration commitments was approximately $1.96 million and the annual payments remaining were as follows:

2020 - remaining

Total Collaborative Agreement Obligations

f) Other Commitments

On August 15, 2020, the Company entered into a consulting services agreement with Novis Animal Solutions LLC (“Novis”), to provide chief commercial officer services for Volition Vet in exchange for payment of consultancy fees, 5% sales commission on third party sales capped at $20,000 per quarter and a potential equity interest of up to 2% in Volition Vet upon achievement of revenue milestones.

The agreement superseded the existing consulting services agreement between the parties dated August 7, 2019 which terminated and is of no further effect.

The term of the contract is perpetual and terminable on 2 months’ written notice from either party.

As of September 30, 2020, Novis has no equity interest in Volition Vet.

See Note 9 for details regarding termination of the consulting services agreement after September 30, 2020.

On October 25, 2019, the Company entered into an agreement with TAMU for provision of in kind services of personnel, animal samples and laboratory equipment in exchange for a non-controlling interest of 7.5% in Volition Vet, with an additional 5% vesting a year from the date of the agreement, giving TAMU in aggregate a 12.5% equity interest as of such date.

As of September 30, 2020, TAMU has a 7.5% equity interest in Volition Vet.

On October 25, 2019, the Company entered into an agreement with TAMU for provision of in-kind services of personnel, animal samples and laboratory equipment in exchange for a non-controlling interest of 7.5% in Volition Vet with an additional 5%, vesting in a year from the date of the agreement, giving TAMU in aggregate, a 12.5% equity interest as of such date.

As of March 31, 2021, TAMU has a 12.5% equity interest in Volition Vet.

Volition Germany

6 unchanged sentences

Pursuant to the transaction agreement, the Company purchased all outstanding shares of Octamer.

In exchange, the Company agreed to issue 73,263 newly-issued restricted shares of Company common stock valued at $333,969 (based on the $4.56 per share volume weighted trading price for the five days prior to December 13, 2019), committed to pay approximately €350,000 Euros, subject to adjustments, and agreed to pay off certain Octamer expenses leading up to the agreement (representing net liabilities of $6,535).

At closing, the Company issued 73,263 restricted shares of Company common stock, paid an adjusted amount of approximately $357,000 (€321,736 Euros) and recorded a holdback liability of $55,404 (€50,000 Euros) to be paid after the holdback period of 9 months following the closing (subject to offset for breaches of representations and warranties).

In connection with the transaction agreement, the Company also entered into a 2-year Managing Director’s agreement with the founder of Octamer to continue to manage Volition Germany for a payment of €288,000 Euros payable in equal monthly installments over such 2-year period and 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 5 years post-closing.

In exchange, the Company agreed to issue 73,263 newly-issued restricted shares of Company common stock valued at $333,969 (based on the $4.56 per share volume weighted trading price for the five days prior to December 13, 2019), committed to pay approximately €350,000, subject to adjustments, and agreed to pay off certain Octamer expenses leading up to the agreement (representing net liabilities of $6,535).

At closing, the Company issued 73,263 restricted shares of Company common stock, paid an adjusted amount of approximately $357,000 (€321,736) and recorded a holdback liability of $55,404 (€50,000).

During the three months ended March 31, 2021, an amount of €43,152 was paid in full settlement of the amount due.

In connection with the transaction agreement, the Company also entered into a two-year Managing Director’s agreement with the founder of Octamer to continue to manage Volition Germany for a payment of €288,000 payable in equal monthly installments over such two-year period and 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 5 years post-closing.

The Company recorded approximately $753,000 in compensation expense as a result of cash paid, holdback liability, stock issued and assumption of expenses.

As of March 31, 2021, $126,829 is still to be paid by the Company under the Managing Director’s agreement and $229 is payable under the 6% royalty agreement.

VOLITIONRX LIMITED

3 unchanged sentences

f) Other Commitments (continued)

The Company recorded approximately $753,000 in compensation expense as a result of cash paid, holdback liability, stock issued and assumption of expenses.

As of September 30, 2020, $211,028 is still to be paid by the Company under the Managing Director’s agreement and $229 is payable under the 6% royalty agreement.

g) Legal Proceedings

There are no legal proceedings which the Company believes will have a material adverse effect on its financial position.

Note 9 – Subsequent Events

From October 1 to November 4, 2020, the Company raised aggregate net proceeds of approximately $471,600 under the equity distribution agreement through the sale of 133,122 shares of its common stock in accordance with a Rule 10b5-1 plan.

On October 1, 2020, the Company signed a new office lease in London, UK for total fee payable of approximately $111,540 (£86,400) at a rental rate of approximately $7,000 (£5,400) per month for a period of 16 months until January 31, 2022.

On October 5, 2020, the Company borrowed $973,000 (€830,000 Euros) from Preface S.A at an interest rate of 4%, repayable over 10 years to finance the acquisition and construction of a production facility in Belgium.

Volition America

On November 3, 2020, the Company entered into a professional services master agreement with Diagnostic Oncology CRO, LLC to conduct a pivotal clinical trial and provide regulatory submission and reimbursement related services.

Under the terms of the agreement Diagnostic Oncology CRO, LLC will provide ad hoc consulting assistance on a project-by-project basis related to the review and assessment of existing data and information to prepare recommended intended use claims and coverage/reimbursement plans to support the preparation of FDA pre-submissions, clinical trial protocol development and study administration, and potential 510k regulatory marketing submissions of the Company’s diagnostic tests, including those proposed for use as an adjunct diagnostic tool for common and aggressive forms of Non-Hodgkin’s Lymphoma.

The initial projects contemplated by the agreement relating to Non-Hodgkin’s Lymphoma obligate the Company to pay an aggregate of up to $2.9 million over a period of 22 months.

The initial projects contemplated by the agreement relating to Non-Hodgkin’s Lymphoma obligate the Company to pay in aggregate of up to $2.9 million over a period of 22 months.

Such payment obligations are on a project-by-project basis as deliverables are executed and subject to certain terms and conditions.

1 unchanged sentence

Unless earlier terminated, the term of the agreement is until December 31, 2025 or such later date as when all projects have been completed.

On November 4, 2020, the Company terminated a consulting services agreement with Novis Animal Solutions LLC (“Novis”) to provide chief commercial officer services for Volition Vet.

The termination was effective immediately and the compensation payable to Novis for the required two-month notice period and a general release of any claims will be $19,000.

On November 10, 2020, the Company entered into a consulting services agreement through a related party transaction between its wholly-owned subsidiary, Singapore Volition and PB Commodities Pte Ltd (“PB Commodities”).

This agreement is effective December 1, 2020 and provides for consultancy services to be rendered by Cameron Reynolds through PB Commodities to Singapore Volition.

Singapore Volition will also make available the services of Mr.

Reynolds, as Group Chief Executive Officer, to the Company and its subsidiaries, pursuant to the services agreements entered into by and between Singapore Volition and the Company or its subsidiaries.

The term of the agreement is perpetual, commencing on December 1, 2020 until terminated upon six months’ prior notice.

The agreement includes a six-month non-compete following termination of the agreement.

The consulting services agreement replaces in its entirety the employment agreement by and between Volition Diagnostics and Mr.

Reynolds, dated March 7, 2017, which was terminated upon mutual agreement of the parties.

PB Commodities will receive a monthly fee of $35,650 in exchange for the services provided by Mr.

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 9 – Subsequent Events (continued)

On November 12, 2020, the Company entered into an Equity Distribution Agreement (the “EDA”) with Cantor Fitzgerald & Co.

(“Cantor”) and Oppenheimer, to sell shares of its Common Stock, par value $0.001 (the “Common Stock”), having an aggregate offering price of up to $25,000,000 (the “Shares”) from time to time, through an “at the market” offering program (the “New ATM Offering”) under which Oppenheimer and Cantor will jointly act as sales agents (the “Sales Agents”).

The offer and sale of the Shares will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 (File No.

333-227248), the base prospectus contained therein, dated September 28, 2018, and a prospectus supplement related to the New ATM Offering, dated November 12, 2020.

The Company is not obligated to sell any shares under the EDA.

The Company will pay the Sales Agents a commission of up to 3% of the aggregate gross proceeds from each sale of Shares occurring pursuant to the EDA, if any.

The Company has also agreed to reimburse the Sales Agents for legal fees and disbursements, not to exceed $50,000 in the aggregate, in connection with the EDA.

The EDA may be terminated by the Sales Agents or the Company at any time upon written notice to the other party(ies), as permitted therein.

As of March 31, 2021, $nil is payable by Company for services rendered under the agreement.

g) Legal Proceedings

There are no legal proceedings which the Company believes will have a material adverse effect on its financial position.

Note 9 – Subsequent Events

On April 13, 2021, 20,625 RSUs were settled net of tax withholdings at $3.44 per share that resulted in the issuance of 16,087 shares of common stock.

On April 13, 2021, 5,625 RSUs were settled at $3.44 per share that resulted in the issuance of 5,625 shares of common stock.

Effective May 1, 2021, the Company granted RSUs of 150,000 shares of common stock to a Company employee in exchange for services provided to the Company.

These RSUs vest as follows:

one-third after 12 months, one-third after 24 months, and the remaining one-third after 36 months and will result in total compensation expense of $496,500.

END NOTES TO FINANCIALS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements