OTHER INFORMATION
−Removed: Consulting Agreement
−Removed: 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.
−Removed: Ltd (“PB Commodities”).
−Removed: The agreement is effective as of December 1, 2020 and provides for consultancy services to be rendered by Cameron Reynolds through PB Commodities to Singapore Volition.
−Removed: Singapore Volition will also make available the services of Mr.
−Removed: Reynolds, as Group Chief Executive Officer, to the Company and its other subsidiaries, pursuant to services agreements entered into by and between Singapore Volition and the Company or its subsidiaries.
−Removed: PB Commodities will receive a monthly fee of $35,650 in exchange for the services provided by Mr.
−Removed: The term of the agreement is perpetual until terminated upon six months’ prior notice.
−Removed: The agreement includes a six-month non-compete following termination of the agreement.
−Removed: The consulting services agreement replaces in its entirety the employment agreement by and between Volition Diagnostics and Mr.
−Removed: Reynolds, dated March 7, 2017, which was terminated upon mutual agreement of the parties.
−Removed: The foregoing description of the consulting services agreement does not purport to be complete and is qualified in its entirety by such consulting services agreement, a copy of which is filed as Exhibit 10.1 to this Report.
−Removed: Equity Distribution Agreement
−Removed: On November 12, 2020, the Company entered into an Equity Distribution Agreement (the “EDA”) with Cantor Fitzgerald & Co.
−Removed: (“Cantor”) and Oppenheimer & Co.
−Removed: (“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”).
−Removed: 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.
−Removed: 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.
−Removed: The Company is not obligated to sell any shares under the EDA.
−Removed: Subject to the terms and conditions of the EDA, the Sales Agents will use commercially reasonable efforts to sell on the Company’s behalf all of the Common Stock requested to be sold by the Company, consistent with its normal trading and sales practices, upon the Company’s instructions, including any price, time or size limits specified by the Company.
−Removed: The Sales Agents’ obligations to sell Shares under the EDA are subject to the satisfaction of certain conditions.
−Removed: 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, and has agreed to provide the Sales Agents with customary indemnification and contribution rights, including with respect to certain liabilities under the Securities Act of 1933, as amended.
−Removed: 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.
−Removed: 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.
−Removed: The foregoing description of the EDA does not purport to be complete and is qualified in its entirety by such EDA, a copy of which is filed as Exhibit 1.1 to this Report on Form 10-Q.
−Removed: The legal opinion of Stradling Yocca Carlson & Rauth, P.C., counsel to the Company, related to the Shares is filed as Exhibit 5.1 to this Report.
Incorporated by Reference
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Filed Herewith
−Removed: Equity Distribution Agreement, dated November 12, 2020, by and among the Company, Oppenheimer & Co.
−Removed: and Cantor Fitzgerald & Co.
−Removed: Legal Opinion of Stradling Yocca Carlson & Rauth, P.C.
−Removed: Consulting Services Agreement, dated November 10, 2020, by and between Singapore Volition Pte.
−Removed: Limited and PB Commodities Pte.
−Removed: Consent of Stradling Yocca Carlson & Rauth, P.C.
−Removed: (included in Exhibit 5.1 above).
+Added: Common Stock Warrant issued by VolitionRx to Gael Forterre, dated January 1, 2021.
+Added: Singapore Volition Pte.
+Added: Limited Employment Agreement by and between Singapore Volition and Terig Hughes, dated January 27, 2021 and effective February 1, 2021, including the form of Common Stock Warrant attached as Schedule 2.
+Added: Volition America, Inc.
+Added: Employment Agreement by and between Volition America and Gael Forterre, dated February 1, 2021.
+Added: Consulting Services Agreement by and between Volition Germany and 3F Management SPRL (Gaetan Michel), dated January 29, 2021;
+Added: First Amendment to Consultancy Services Agreement between Volition Germany and 3F Management SPRL, dated February 1, 2021.
+Added: Underwriting Agreement, dated February 10, 2021, by and between VolitionRx Limited and Cantor Fitzgerald & Co.
+Added: Volition Veterinary Diagnostics Development, LLC Employment Agreement Chief Executive Officer, by and between Volition Vet and Salvatore Thomas Butera, dated March 25, 2021.
+Added: Consulting Services Agreement by and between Volition Germany and 3F Management SPRL (Gaetan Michel), dated January 29, 2021;
+Added: First Amendment dated February 1, 2021;
+Added: Second Amendment dated May 1, 2021.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
9 unchanged sentences
# Indicates a management contract or compensatory plan or arrangement.
+Added: † Portions of this exhibit are redacted pursuant to Item 601(a)(6) and/or Item (b)(10)(iv) under Regulation S-K.
+Added: The registrant agrees to furnish supplementally any omitted schedules to the SEC upon request.
* The certifications attached as Exhibit 32.1 accompany this Quarterly Report pursuant to 18 U.S.C.
3 unchanged sentences
VOLITIONRX LIMITED
−Removed: November 12, 2020
/s/ Cameron Reynolds
2 unchanged sentences
(Authorized Signatory and Principal Executive Officer)
−Removed: November 12, 2020
−Removed: /s/ David Vanston
−Removed: David Vanston
+Added: /s/ Terig Hughes
Chief Financial Officer and Treasurer
2 unchanged sentences
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.