What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-03-25 · 472 added, 340 removed, 729 unchanged (53% of the section changed)

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To the Board of Directors and Shareholders of VolitionRx Limited:

Opinion on the Financial Statements

O pinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of VolitionRx Limited(“the Company”) as of December 31, 2024, and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2024 and the related notes (collectively referred to as the “financial statements”).

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The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements.

(1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

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Cash and cash equivalents

Accounts receivable

Accounts receivable, net

Prepaid expenses

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Current portion of operating lease liabilities

Current portion of grant repayable

Current portion of grants repayable

Total Current Liabilities

Long-term debt, net of current portion

Deferred revenue, net of current portion

Finance lease liabilities, net of current portion

Operating lease liabilities, net of current portion

Grant repayable, net of current portion

Grants repayable, net of current portion

Total Liabilities

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Non-controlling interest

( 1,200,116 )

Total Stockholders’ Deficit

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Gain on change in fair value of warrant liability

Total Other Income

Total Other Income (Expenses)

( 27,257,985 )

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( 35,660,231 )

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

Weighted Average Shares Outstanding

– Basic and Diluted

Loss Per Common Share Attributable to Common Stockholders - Basic and Diluted

Weighted Average Shares Outstanding – Basic and Diluted

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

VOL ITIONRX LIMITED

VOLITIONRX LIMITED

Consolidated Statement of Stockholders’ Deficit

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(Expressed in United States Dollars, except share numbers)

Accumulated Other

Comprehensive

Income (Loss)

Balance, December 31, 2022

( 167,257,429 )

( 3,126,962 )

Common stock issued for settlement of RSUs

Common stock issued in public offerings, net

Common stock issued for cash, net of issuance costs and allocation to warrant liability

Common stock repurchased and retired

Tax withholdings paid related to stock-based compensation

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Common stock issued for settlement of RSUs

Common stock issued for cash, net of issuance costs and allocation to warrant liability

Common stock repurchased and retired

Common stock issued in lieu of license fee

Common stock issued for cash, net of issuance costs

Tax withholdings paid related to stock-based compensation

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( 1,200,116 )

( 26,107,736 )

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

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Accounts payable and accrued liabilities

( 1,217,013 )

Deferred revenue

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( 1,083,749 )

( 1,570,182 )

Purchase of license

Net Cash Used In Investing Activities

( 1,083,749 )

( 1,570,182 )

Financing Activities:

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Supplemental Disclosures of Cash Flow Information:

Interest paid

Non-Cash Financing Activities:

Cash paid for Interest

Non-Cash Investing and Financing Activities:

Common stock issued for settlement of vested RSUs

Common stock issued for license rights

Offering costs from issuance of common stock

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The number of shares outstanding and per share amounts of the Company have been restated to recognize the foregoing recapitalization.

The Company’s principal business objective through its subsidiaries is to develop and bring to market simple, easy to use, cost effective blood tests designed to help diagnose and monitor a range of life-altering diseases, including certain cancers and diseases associated with NETosis such as sepsis and COVID-19.

The tests are based on the science of Nucleosomics TM , which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid – an indication that disease is present.

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Singapore Volition has one wholly owned subsidiary, Belgian Volition SRL, a Belgium private limited liability company (“Belgian Volition”), which it acquired in September 2010.

Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), which was formed in November 2015, Volition America, Inc.

(“Volition America”), which was formed in February 2017, Volition Germany GmbH (“Volition Germany”), which was acquired in January 2020, as well as its majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”), which was formed in June 2019.

Belgian Volition has three subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), which was formed in November 2015, Volition America, Inc.

(“Volition America”), which was formed in February 2017, as well as its majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”), which was formed in June 2019.

Following the acquisition of Singapore Volition in 2011, the Company’s fiscal year end was changed from August 31 to December 31.

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Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with U.S.

GAAP and are expressed in US dollars.

The Company’s fiscal year end is December 31.

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the Unites States of America (“U.S.

GAAP”) as codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

The consolidated financial statements of the Company are expressed in US dollars and the Company’s fiscal year end is December 31.

Use of Estimates

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Singapore Volition has one wholly owned subsidiary, Belgian Volition SRL.

Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited, Volition America, Inc, Volition Germany GmbH, and its one majority owned subsidiary Volition Veterinary Diagnostics Development LLC.

See Note 10(f), Commitments and Contingencies – Other Commitments , for more information regarding Volition Vet, Volition Germany and Volition America.

Belgian Volition has three subsidiaries, Volition Diagnostics UK Limited, Volition America, Inc, and its one majority owned subsidiary Volition Veterinary Diagnostics Development LLC.

See Note 10(f), Commitments and Contingencies – Other Commitments, for more information regarding Volition Vet, and Volition America.

All intercompany balances and transactions have been eliminated in consolidation.

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As of December 31, 2024, and December 31, 2023, the Company had $ 356,985 and $ 320,124 , respectively, in its foreign accounts in excess of the UK Deposit insured limits.

Accounts Receivable

Accounts receivable consist of trade receivables in the normal course of business.

Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded.

If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required.

The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance.

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 December 31, 2023, the accounts receivable balance was $ 242,617 and the allowance for doubtful accounts was $nil.

VOLITIONRX LIMITED

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Note 3 - Summary of Significant Accounting Policies (continued)

Accounts Receivable

Accounts receivable consist of trade receivables arising from credit sales in the normal course of business.

Accounts receivable are recorded at the time of sale, net of an allowance for current expected credit losses (“CECL”) in accordance with ASC Topic 326, “ Financial Instruments – Credit Losses .” The Company estimates CECL based on historical bad debt experience, the aging of accounts receivable, the current creditworthiness of our customers, prevailing economic conditions, and reasonable and supportable forward looking information.

Accounts receivable balances are written off when they are determined to be uncollectible.

As of December 31, 2024, and December 31, 2023, the Company estimated an allowance for CECL of $ 31,735 .and $ 0 , respectively.

Property and Equipment

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Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements.

Depreciation is calculated using the straight-line method over the estimated useful lives as follows:

Computer hardware and software

Laboratory equipment

Office furniture and equipment

Building improvements

Not amortized

Depreciation is calculated using the straight-line method over the estimated useful lives.

Refer to Note 4 - Property and Equipment for further details.

Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with Accounting Standards Codification (“ASC”) 260, “Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.

Basic EPS is calculated by dividing net income (loss) attributable to Volition shareholders by the weighted average number of shares of common stock outstanding during each period.

Diluted earnings (loss) per share is calculated by adjusting the weighted average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents.

Common stock equivalents whose effect would be antidilutive are not included in diluted earnings (loss) per share.

The Company computes net loss per share in accordance with ASC Topic 260, “Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.

Basic EPS is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during each period.

Diluted loss per share is calculated by adjusting the weighted average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents.

Common stock equivalents whose effect would be antidilutive are not included in diluted loss per share.

The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase shares of common stock of the Company at the average closing market price during the period.

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The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar.

Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions” .

Management has adopted ASC Topic 830-20, “Foreign Currency Matters – Foreign Currency Transactions” .

All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.

For revenues and expenses, the weighted average exchange rate for the period is used.

Gains and losses arising on translation of foreign currency denominated transactions are included in other comprehensive income (loss).

Gains and losses arising on translation of foreign currency denominated transactions are included in other comprehensive income.

Other Comprehensive Income (Loss)

ASC 220, “ Other Comprehensive Income/(Loss)”, establishes standards for the reporting and display of other comprehensive loss and its components in the financial statements.

ASC Topic 220, “ Other Comprehensive Income”, establishes standards for the reporting and display of other comprehensive loss and its components in the financial statements.

As of December 31, 2024, the Company had $ 385,631 of accumulated other comprehensive income, relating to foreign currency translation.

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Financial Instruments

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.

Pursuant to ASC Topic 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.

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The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

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 December 31, 2023.

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 December 31, 2024 and December 31, 2023.

Fair Value Measurements at December 31, 2024

Warrant liability

As of December 31, 2022, there was no warrant liability.

The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis for the year ended December 31, 2023, as follows:

Fair Value Measurements at December 31, 2023

Warrant liability

Balance at December 31, 2022

Fair value of warrant liability, at issuance

Gain on change in fair value of warrant liability

Balance at December 31, 2023

VOLITIONRX LIMITED

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Note 3 - Summary of Significant Accounting Policies (continued)

Warrant Liability

The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis for the year ended December 31, 2024 and December 31, 2023, as follows:

Balance at December 31, 2022

Fair value of warrant liability, at issuance

Gain on change in fair value of warrant liability

Balance at December 31, 2023

Gain on change in fair value of warrant liability

Balance at December 31, 2024

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not.

The Company has adopted ASC 740, “Accounting for Income Taxes” as of its inception.

The Company has adopted ASC Topic 740, “Accounting for Income Taxes” as of its inception.

Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward.

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Refer to Note 9 for further details.

Segment Reporting

The Company reports segment information in accordance with ASC Topic 280, “ Segment Reporting .” Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance.

The Company’s CODM is its Chief Executive Officer.

Management has determined that the Company operates as a single operating and reportable segment.

The CODM reviews financial information on a consolidated basis to make operating decisions, allocate resources, and assess performance, and does not evaluate discrete financial information for individual components such as subsidiaries, product lines, or geographic regions.

The Company’s principal business objective, through its subsidiaries, is to develop and bring to market simple, easy to use, cost effective blood tests designed to help diagnose and monitor a range of life-altering diseases.

Revenue Recognition

The Company adopted ASC 606, “ Revenue from Contracts with Customers,” effective January 1, 2019.

Under ASC 606, the Company recognizes revenues when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.” Under ASC 606, the Company recognizes revenues when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

The Company recognizes revenues following the five-step model prescribed under ASC 606:

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

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 3 - Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee.

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

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2023 and 2022

($ expressed in United States Dollars)

Note 3 - Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

The Company includes revenue recognized from the licensing of certain rights to third parties in “Licensing” in the consolidated statements of operations and comprehensive loss.

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

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 3 - Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

Revenue from Heska Agreement

On March 28, 2022, Belgian Volition entered into a Master License and Supply Agreement (the “License Agreement”) with Heska Corporation (“Heska”), a leading global provider of advanced veterinary diagnostics, pursuant to which Belgian Volition granted Heska worldwide exclusive rights to sell the Nu.Q® Vet Cancer Test at the point of care (“POC”) initially for the screening of lymphoma and hemangiosarcoma in dogs (“Canine Lymphoma & HSA”), and non-exclusive rights to sell its Nu.Q® Vet Cancer Test in kit format (“Kits”) through Heska’s network of central reference laboratories (“Central Lab”) initially for Canine Lymphoma & HSA .

On March 28, 2022, Belgian Volition entered into a Master License and Supply Agreement (the “License Agreement”) with Heska Corporation (“Heska”), now an Antech company, a leading global provider of advanced veterinary diagnostics, pursuant to which Belgian Volition granted Heska worldwide exclusive rights to sell the Nu.Q® Vet Cancer Test at the point of care (“POC”) initially for the screening of lymphoma and hemangiosarcoma in dogs (“Canine Lymphoma & HSA”), and non-exclusive rights to sell its Nu.Q® Vet Cancer Test in kit format (“Kits”) through Heska’s network of central reference laboratories (“Central Lab”) initially for Canine Lymphoma & HSA.

Under and subject to the terms of the License Agreement, Belgian Volition received an upfront payment of $10.0 million in 2022, and received further milestone payments in 2023 of (i) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC screening test for Canine Lymphoma & HSA and (ii) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC monitoring test for the same conditions.

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Heska will assemble the Key Components for use at the POC, and is additionally responsible for marketing and distribution efforts and related costs.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2023 and 2022

($ expressed in United States Dollars)

Note 3 - Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

The License Agreement may be terminated by either party for a material breach by the other party, subject to notice and cure provisions, or in the event of the other party’s insolvency.

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The Company expects to recognize the total $ 28.0 million of milestone amounts under the License Agreement over time using an output method based on Key Components and Kits supplied to Heska.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 3 - Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

In determining the transaction price, the Company analyzed the variable consideration and whether or not such variable consideration was constrained.

The Company will reassess this variable consideration at each reporting period and adjust the transaction price, if necessary.

The total Key Components and Kits that the Company expects to manufacture for Heska over the life of the contract will be a significant judgment in recognizing revenue once the Company begins to supply product to Heska.

Sales to the Company’s three largest customers represented over 61% of total sales for the year ended December 31, 2023.

The total Key Components and Kits that the Company expects to manufacture for Heska over the life of the contract is a significant judgment in recognizing revenue.

Sales to the Company’s three largest customers represented over 67 % of total sales for the year ended December 31, 2024 and over 61 % of total sales for the year ended December 31, 2023.

Deferred Revenue (Contract Liabilities) and Contract Assets

Deferred revenue consists of amounts for which the Company has an unconditional right to bill, and/or amounts for which payment has been received (including non-refundable amounts) but have not been recognized as revenue because the related performance obligations are deemed incomplete.

During 2024, $ 106,600 was recognized as deferred revenue based on the estimated number of components and kits sold during the year.

As of December 31, 2024, the Company recorded $ 22.9 million as deferred revenue in respect of a non-refundable payment received in relation to a licensing and product supply agreement with Heska Corporation.

As of December 31, 2023, the Company recorded $ 23.0 million as deferred revenue.

Contract assets include costs and services incurred on contracts with open performance obligations.

These contract assets were immaterial as of December 31, 2023.

Research and Development

In accordance with ASC 730, the Company follows the policy of expensing its research and development costs in the period in which they are incurred.

In accordance with ASC Topic 730, “ Research and Development,” the Company follows the policy of expensing its research and development costs in the period in which they are incurred.

The Company incurred research and development expenses of $ 14.4 million and $ 19.6 million during the years ended December 31, 2024 and 2023, respectively.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2023 and 2022

($ expressed in United States Dollars)

Note 3 - Summary of Significant Accounting Policies (continued)

Impairment of Long-Lived Assets

In accordance with ASC 360, “Property Plant and Equipment”, the Company reviews the carrying value of long-lived assets such as intangible assets with definite lives, property and equipment, and right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets might not be recoverable.

In accordance with ASC Topic 360, “Property Plant and Equipment”, the Company reviews the carrying value of long-lived assets such as intangible assets with definite lives, property and equipment, and right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets might not be recoverable.

These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used by the Company or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of future operating or cash flow losses, significant disposal activity, a significant decline in the Company’s share price, a significant decline in revenue or adverse changes in the economic environment.

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Impairment losses of $nil were recognized during the years ended December 31, 2024, and December 31, 2023, respectively.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants in accordance with ASC Topic 480, “ Distinguishing Liabilities from Equity ,” and ASC Topic 815-40, “ Contracts in Entity’s Own Equity .” This assessment, which requires the use of professional judgment, considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own shares and whether the events where holders of the warrants could potentially require net cash settlement are within the Company’s control, among other conditions for equity classification.

Warrant liabilities are recognized at fair value, with changes in fair value recognized in the consolidated statement of operations each period.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 3 - Summary of Significant Accounting Policies (continued)

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation” .

The Company records stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation” .

Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period.

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Operating Leases

The Company accounts for leases in accordance with ASC 842, “ Leases.

The Company accounts for leases in accordance with ASC Topic 842, “ Leases.

” The Company determines whether a contract is a lease at contract inception or for a modified contract at the modification date.

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The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2023 and 2022

$ expressed in United States Dollars)

Note 3 - Summary of Significant Accounting Policies (continued)

Operating Leases (continued)

When calculating the present value of minimum lease payments, we account for leases as one single lease component if a lease has both lease and non-lease fixed cost components.

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Reclassifications

Certain reclassifications within operating expenses have been made to prior period’s consolidated financial statements to conform to the current period financial statement presentation.

Certain reclassifications within operating expenses have been made to the prior period’s financial statements to conform to the current period financial statement presentation.

There is no impact in total to the results of operations and cash flows in all periods presented.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 3 - Summary of Significant Accounting Policies (continued)

Concentration of Credit Risk

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As at December 31, 2024 the two largest customer balances represented over 65% of the total outstanding accounts receivable balance.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standard Updates “ASUs” issued by the Financial Accounting Standards Board (“FASB”).

The Company has evaluated all recent accounting pronouncements and determined that the adoption of pronouncements applicable to the Company has not had or is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model.

It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.

These changes may result in earlier recognition of credit losses.

The Company adopted ASU 2016-13 on January 1, 2023.

The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ,” which updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the CODM and included within each reported measure of a segment’s profit or loss.

ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 retrospectively on December 31, 2024.

The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In August 2023, the FASB issued ASU 2023-05, “ Business Combinations – Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement ,” which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net assets at fair value on the formation date.

ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted.

These amendments are to be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date.

The Company is currently evaluating the impact this standard will have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,” which enhances the transparency and decision usefulness of income tax disclosures by requiring;

(1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted.

These amendments are to be applied prospectively, with retrospective application permitted.

The Company is currently evaluating the impact this standard will have on its consolidated financial statements.

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 the 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 disclosure of 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 this standard will have on its consolidated financial statements.

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

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 4 - Property and Equipment

Note 4 - Property and Equipment

The Company’s property and equipment consist of the following amounts as of December 31, 2024 and December 31, 2023:

December 31, 2024

Computer hardware and software

Laboratory equipment

Office furniture and equipment

Building improvements

December 31, 2023

Computer hardware and software

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Building improvements

Not amortized

Total property and equipment

Less accumulated depreciation

Total property and equipment, net

During the years ended December 31, 2024 and December 31, 2023, the total capital expenditure was $ 0.3 million and $ 1.1 million, respectively, the majority of which was from purchases of laboratory equipment.

During the years ended December 31, 2023 and December 31, 2022, the Company recognized $ 1,080,475 and $ 865,262 , respectively, in depreciation expense.

During the years ended December 31, 2024 and December 31, 2023, the Company recognized $ 1.1 million and $ 1.1 million, respectively, in depreciation expense.

VOLITIONRX LIMITED

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

During the years ended December 31, 2023 and December 31, 2022, the Company recognized $ 84,910 and $ 75,558 , respectively, in amortization expense.

December 31, 2024

December 31, 2023

During the years ended December 31, 2024 and December 31, 2023, the Company recognized $nil and $ 84,910 , respectively, in amortization expense.

The Company amortizes the long-lived assets 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:

Greater than 5 years

Total Intangible Assets

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As of December 31, 2024, the Company was authorized to issue 175 million shares of common stock par value $ 0.001 per share, of which 96,097,485 and 81,898,321 shares were issued as of December 31, 2024 and December 31, 2023, respectively.

Common Stock Issued Pursuant to License Agreement

On March 12, 2024, the Company issued 129,132 shares of restricted common stock to EpiCypher, Inc.

at a price of $ 0.97 per share as partial consideration for license rights in connection with a License Agreement between EpiCypher and Belgian Volition.

Equity Capital Raises

On February 17, 2023, the Company entered into an underwriting agreement with Newbridge Securities Corporation (“Newbridge”) in connection with an underwritten public offering of 4,945,000 shares of the Company’s common stock, which includes Newbridge’s exercise in full of its overallotment option, pursuant to the Company’s “shelf” registration statement on Form S-3 (declared effective by the SEC on November 8, 2021, File No.

333-259783) (as amended and supplemented from time to time, the “2021 Form S-3”).

On August 8, 2024, the Company entered into a securities purchase agreement with a purchaser pursuant to which the Company issued and sold to such purchaser, in a registered direct offering pursuant to the Company’s “shelf” registration statement on Form S-3 (declared effective by the SEC on November 8, 2021, File No.

333-259783) (as amended and supplemented from time to time, the “2021 Form S-3”) (the “2024 Equity Capital Raise”), an aggregate of 9,170,000 shares of the Company’s common stock, pre-funded warrants to purchase up to 3,557,273 shares of the Company’s common stock (the “Pre-Funded Warrants”), Series A common stock warrants to purchase up to 12,727,273 shares of the Company’s common stock (the “Series A Warrants”) and Series B common stock warrants to purchase up to 12,727,273 shares of the Company’s common stock (the “Series B Warrants” and, together with the Series A Warrants, the “Common Warrants” and, together with the shares of common stock offered in the 2024 Equity Capital Raise and the Pre-Funded Warrants, the “August 2024 Securities”).

The Pre-Funded Warrants have an exercise price of $ 0.001 , are immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full.

Each of the respective Common Warrants have an exercise price of $ 0.57 per share.

The Series A Warrants are exercisable on or after February 12, 2025 (the “Initial Exercise Date”) and will be exercisable until the earlier of (a) the two (2) year anniversary of the Initial Exercise Date and (b) the date that is 60 days following the Company’s public announcement on a Current Report on Form 8-K of the occurrence of the Company entering into one or more agreements relating to the development and commercialization of a product, technology, or process in the human space, provided at least one such agreement covers a territory that includes all or a part of the European Union, the United States, the United Kingdom, Japan, or China, and which, during the term of all such agreements and pursuant to the terms thereof, collectively such agreements include aggregate (i) potential milestone payments to the Company of at least $10.0 million, or (ii) potential milestone payments to the Company of at least $5.0 million and potential total payments of at least $20.0 million.

Food and Drug Administration (“FDA”) approval of a product, technology, or process in the human space utilizing the Company’s intellectual property, provided, however, that the FDA’s approval of a protocol for a clinical trial of a product, technology, or process in the human space, or the FDA’s acceptance of data from invitro trials or in vivo animal trials, shall not constitute “FDA approval” for purposes of this definition of this milestone.

Wainwright & Co.

acted as the exclusive placement agent for the Company in the offering.

The combined offering price for a share of common stock and accompanying Common Warrants was $ 0.55 and the combined offering price for a Pre-Funded Warrant and accompanying Common Warrants was $ 0.549 .

The net proceeds received by the Company for the issuance and sale of the August 2024 Securities was $ 6.4 million, before deducting offering expenses of $ 0.1 million paid by the Company.

In addition, the Company issued warrants to designees of the placement agent to purchase an aggregate of 381,818 shares of Company common stock on substantially the same terms as the Series B Warrants at an exercise price of $ 0.6875 per share.

The net proceeds above assumes the exercise of the Pre-Funded Warrants but excludes any proceeds arising from the exercise of the Common Warrants or the placement agent warrants.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 7 - Common Stock (continued)

Equity Capital Raises (continued)

On December 5, 2024, the Company entered into a securities purchase agreement with several purchasers, including certain of its directors and executive officers (the “Insider Investors”), pursuant to which the Company issued and sold to such purchasers, in a registered direct offering pursuant to the 2021 Form S-3, an aggregate of (i) 445,648 shares to the Insider Investors at an offering price of $0.5722 per share and (ii) a further 2,857,389 shares of our common stock (the “Warrant Investor Shares” and, together with the Insider Shares, the “December 2024 Shares”), together with 2,857,389 common stock purchase warrants to purchase up to 2,857,389 shares of our common stock (the “Form A Warrants”) and 2,857,389 common stock purchase warrants to purchase up to 1,428,693 shares of our common stock (the “Form B Warrants” and, together with the Form A Warrants, the “December 2024 Warrants”), at a combined offering price of $0.5722 per Warrant Investor Share and accompanying December 2024 Warrants, to certain existing stockholders of the Company and new investors (collectively, the “Warrant Investors”).

The December 2024 Shares, Form A Warrants, and Form B Warrants were separately issued.

Each Form A Warrant has an exercise price per share of $0.5722 and each Form B Warrant has an exercise price per share of $0.71525.

Each December 2024 Warrant is exercisable on or after December 9, 2024 through and until December 9, 2029.

The net proceeds received by the Company for the issuance and sale of the December 2024 Shares and the December 2024 Warrants was $1.9 million, before deducting offering expenses of $0.1 million paid by the Company.

The net proceeds above excludes any proceeds arising from the exercise of the December 2024 Warrants .

The public offering price was $ 1.75 per share.

17 unchanged sentences

Note 7 - Common Stock (continued)

Equity Capital Raises (continued)

The fair value of the warrants as of June 1, 2023, the issuance date, and December 31, 2023, were $ 366,960 and $ 126,649 , respectively.

The warrant liability was estimated using the Black-Scholes pricing model with the following assumptions.

(At Issuance)

The fair values of the warrants issued to Freedom as of December 31, 2024, December 31, 2023 and Issuance date June 1, 2023, are disclosed in the following table.

The warrant liabilities were estimated using the Black-Scholes pricing model with the following assumptions.

interest rate

dividend yield

(At Issuance) June 1, 2023

December 31, 2023

Risk-free interest rate

Expected volatility

Expected life (years)

Expected dividend yield

Total fair value

On December 5, 2023 the Company issued 3,205,431 shares of its common stock in a private placement to Wallonie Entreprendre S.A (W.E.) at a purchase price of $ 0.8337 per share, or an aggregate purchase price of approximately $ 2.7 million (€2.5 million).

December 31, 2024

On December 5, 2023, the Company issued 3,205,431 shares of its common stock in a private placement to Wallonie Entreprendre S.A at a purchase price of $ 0.8337 per share, or an aggregate purchase price of approximately $ 2.7 million (€2.5 million).

The shares of common stock will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Equity Capital Raises

On July 29, 2022, the Company entered into an underwriting agreement with Newbridge in connection with an underwritten public offering of 3,450,000 shares of the Company’s common stock, which includes Newbridge’s exercise in full of its overallotment option, pursuant to the “2021 Form S-3.

Newbridge purchased the shares from the Company at a price of $ 1.87 per share.

The offering closed on August 2, 2022.

The Company received net proceeds of approximately $ 6.4 million from the offering before deducting offering expenses of $ 0.2 million paid by the Company.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2023 and 2022

($ expressed in United States Dollars)

Note 7 - Common Stock (continued)

Equity Distribution Agreements

During the year ended December 31, 2023, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 0.7 million under the 2022 EDA (as defined below) through the sale of 279,703 shares of its common stock.

As of December 31, 2023, the Company has raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 1.5 million under the 2022 EDA through the sale of 630,532 shares of its common stock.

See Note 11 for additional details regarding sales under the 2022 EDA subsequent to December 31, 2023.

On May 20, 2022, the Company entered into an equity distribution agreement (the “2022 EDA”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, with an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the 2021 Form S-3 through Jefferies acting as the Company’s agent and/or principal.

The Company is not obligated to sell any shares under the 2022 EDA.

As of December 31, 2022, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 0.8 million under the 2022 EDA through the sale of 350,829 shares of common stock.

From January 1, 2022 through May 7, 2022, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 9,500 under its equity distribution agreement with Cantor Fitzgerald & Co.

and Oppenheimer & Co.

(the “2021 EDA”) through the sale of 3,000 shares of its common stock.

The Company terminated the 2021 EDA effective May 7, 2022.

2023 and 2022

During the year ended December 31, 2024, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 683,289 under the 2022 EDA through the sale of 866,600 shares of its common stock.

As of December 31, 2024, the Company has raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 2.1 million under the 2022 EDA through the sale of 1,497,132 shares of its common stock.

See Note 11 for additional details regarding sales under the 2022 EDA subsequent to December 31, 2024.

During the year ended December 31, 2023, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 0.7 million under the 2022 EDA through the sale of 279,703 shares of its common stock.

As of December 31, 2023, the Company had raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 1.5 million under the 2022 EDA through the sale of 630,532 shares of its common stock.

Issuances Upon Warrant Exercises

For the years ended December 31, 2023 and December 31, 2022 no warrants were exercised.

2024 and 2023

Stock Option Exercises

During the year ended December 31, 2023 and December 31, 2022 no shares of common stock were issued pursuant to the exercise of stock options.

For the years ended December 31, 2024 and December 31, 2023 no warrants were exercised.

VOLITIONRX LIMITED

3 unchanged sentences

Note 7 - Common Stock (continued)

Stock Option Exercises

2024 and 2023

During the year ended December 31, 2024 and December 31, 2023 no shares of common stock were issued pursuant to the exercise of stock options.

Stock Options Expired / Cancelled

1 unchanged sentence

Equity Incentive Plan

Cancelled (#)

Options Forfeited (#)

Grant Price ($)

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2023 and 2022

($ expressed in United States Dollars)

Note 7 - Common Stock (continued)

Forfeiture Date

RSU Settlements

During the year ended December 31, 2023 we issued a total of 658,102 shares of common stock from the settlement of RSUs, as follows:

During the year ended December 31, 2024 we issued a total of 730,395 shares of common stock from the vesting of RSUs, as follows:

Equity Incentive Plan

Shares Issued #

Shares Withheld for Taxes #

VOLITIONRX LIMITED

4 unchanged sentences

RSU Settlements (continued)

During the year ended December 31, 2022 we issued a total of 297,289 shares of common stock from the settlement of RSUs, as follows:

During the year ended December 31, 2023 we issued a total of 658,102 shares of common stock from the vesting of RSUs, as follows:

Equity Incentive Plan

Shares Issued #

Shares Withheld for Taxes #

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation

Note 8 - Stock-Based Compensation

a) (i) Common Stock Warrants

The following table summarizes the changes in warrants outstanding of the Company during the year ended December 31, 2024 and December 31, 2023:

Weighted Average Exercise Price $

Outstanding at December 31, 2022

Outstanding at December 31, 2023

Granted - Pre Funded Warrants

Granted - Form A Warrants

Granted - Form B Warrants

Outstanding at December 31, 2024

Exercisable at December 31, 2024

See also Warrants – Series A and Series B Common Stock Warrants below regarding additional warrants not included in the table above.

Warrants Granted

The Company issued warrants to purchase an aggregate of 448,500 shares of Company common stock to Freedom, at an exercise price of $ 2.00 per share.

The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815-40.

The Company determined the warrants issued in the Freedom offering failed the indexation guidance under ASC 815-40, specifically, the warrants provide for a Black-Scholes value calculation in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater .

The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares.

Accordingly, pursuant to ASC 815-40, the Company has classified the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration.

Effective April 4, 2022, the Company granted a warrant to purchase 54,000 shares of common stock to a Company employee for services to the Company and/or its subsidiaries.

This warrant shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service and expire on April 4, 2028 and April 4, 2029, respectively, with an exercise price of $3.05 per share .

The Company has calculated the estimated fair market value of this warrant at $ 80,901 , using the Black-Scholes model and the following assumptions:

term 3.5 years, stock price $ 2.95 , exercise price $ 3.05 , 71.07 % volatility, 2.53 % risk-free rate, and no forfeiture rate.

On August 12, 2024, in connection with a registered direct offering pursuant to the 2021 Form S-3, the Company issued Pre-Funded Warrants to purchase up to an aggregate of 3,557,273 shares of our common stock at an exercise price of $ 0.001 per share.

The Pre-Funded Warrants are immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full.

See Note 7 – Common Stock – Equity Capital Raises – 2024 for further details.

On December 9, 2024, in connection with a registered direct offering pursuant to the 2021 Form S-3, the Company issued Form A Warrants to purchase up to an aggregate of 2,857,389 shares of our common stock and Form B Warrants to purchase up to an aggregate of 1,428,693 shares of our common stock.

Each Form A Warrant has an exercise price per share of $ 0.57 22 and each Form B Warrant has an exercise price per share of $0 0.71 525.

Each Form A Warrant and each Form B Warrant is exercisable on or after December 9, 2024 through and until December 9, 2029.

See Note 7 – Common Stock – Equity Capital Raises – 2024 for further details.

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation (continued)

Note 8 - Stock-based Compensation(continued)

a ) Warrants (continued)

The Company issued warrants to purchase an aggregate of 448,500 shares of Company common stock to Freedom, at an exercise price of $ 2.00 per share.

See Note 7 – Common Stock – Equity Capital Raises – 2023 for further details.

Warrant Expiration

Effective February 26, 2023, a warrant to purchase 125,000 shares of common stock expired unexercised.

During the year ended December 31, 2024, no warrants expired unexercised.

Effective February 26, 2023, a warrant to purchase 125,000 shares of common stock expired unexercised.

Outstanding Warrants

Below is a table summarizing the warrants issued and outstanding as of December 31, 2024.

1 unchanged sentence

The warrants exercisable have a weighted average price of $ 0.60 8 per share.

Weighted Average

Outstanding #

Exercisable #

Exercise Price ($)

Weighted Average Remaining Contractual Life (Years)

Proceeds to Company if Exercised ($)

See also Warrants – Series A and Series B Common Stock Warrants below regarding additional warrants not included in the table above.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 8 - Stock-based Compensation(continued)

a ) Warrants (continued)

Stock-based compensation expense related to warrants of $ 5,238 and $ 30,574 was recorded for the years ended December 31, 2024, and December 31, 2023, respectively.

Total remaining unrecognized compensation cost related to non-vested warrants is approximately $ 5,238 and is expected to be recognized over a period of 0.26 years.

Total remaining unrecognized compensation cost related to non-vested warrants is approximately $nil and is expected to be recognized over a period of nil years.

As of December 31, 2024, the total intrinsic value of warrants was $nil.

a) (ii) Warrants – Series A and Series B Common Stock Warrants

Warrants Granted

On August 12, 2024, in connection with a registered direct offering pursuant to the 2021 Form S-3, the Company issued Series A Warrants to purchase up to an aggregate of 12,727,273 shares of our common stock at an exercise price of $ 0.57 per share, and Series B Warrants to purchase up to an aggregate of 12,727,273 shares of our common stock at an exercise price of $ 0.57 per share.

The Series B Warrants are exercisable on or after the Initial Exercise Date, and will be exercisable until the earlier of (a) the five (5) year anniversary of the Initial Exercise Date and (b) the date that is six (6) months following the Company’s public announcement on a Current Report on Form 8-K of the occurrence of the Company or a third party receiving the first FDA approval of a product, technology, or process in the human space utilizing the Company’s intellectual property, provided, however, that the FDA’s approval of a protocol for a clinical trial of a product, technology, or process in the human space, or the FDA’s acceptance of data from invitro trials or in vivo animal trials, shall not constitute “FDA approval” for purposes of this definition of this milestone.

See Note 7 – Common Stock – Equity Capital Raises – 2024 for further details

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation (continued)

Note 8 - Stock-based Compensation(continued)

a) (ii) Warrants – Series A and Series B Common Stock Warrants (continued)

The following table summarizes the changes in Series A and Series B Warrants of the Company outstanding during the year ended December 31, 2024 and December 31, 2023:

Weighted Average Exercise Price $

Outstanding at December 31, 2022

Outstanding at December 31, 2023

Outstanding at December 31, 2024

Exercisable at December 31, 2024

See also Warrants –Common Stock Warrants above regarding additional warrants not included in the table above.

Below is a table summarizing the Series A and Series B common stock warrants issued and outstanding as of December 31, 2024, which have a maximum aggregate weighted average remaining contractual life of 3.62 years (assuming that certain Company milestones set forth in the warrants are not achieved).

The proceeds if exercised as reflected in the table below assume the warrants are exercised for cash.

Outstanding #

Exercisable #

Exercise Price ($)

Weighted Average Remaining Contractual Life (Years)

Proceeds to Company if Exercised ($)

Investor Series A Warrants

Investor Series B Warrants

Placement Agent Series B Warrants

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 8 -Stock-based Compensation(continued)

The Company currently has options outstanding under both its 2011 Plan (for option issuances prior to 2016,) and its 2015 Plan (for option issuances commencing in 2016).

Effective as of January 1, 2016, no additional awards were or may be made under the 2011 Plan.

The Company also has the 2024 Plan (as defined below), however, as of December 31, 2024 no options had been awarded under such Plan.

The 2015 Plan was adopted by the Board of Directors on August 18, 2015 and approved by the stockholders at an annual meeting held on October 30, 2015.

9 unchanged sentences

The 2015 Plan is administered by the Compensation Committee comprised solely of members of the Board of Directors or by the Board of Directors as a whole.

At the Annual Meeting on July 2, 2024, the stockholders approved and adopted the Company’s 2024 Stock Incentive Plan (the “2024 Plan ”) which authorizes up to 7,500,000 shares of common stock for issuance pursuant to awards granted under the 2024 Plan.

The 2024 Plan had previously been approved by the Board of Directors of the Company on April 24, 2024.

As of December 31, 2024, no options had been awarded under such Plan, however, RSUs for 1,000,000 shares had been awarded under the 2024 Plan.

See Note 8- Stock Compensation – Restricted Stock Units .

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation (continued)

Note 8 - Stock-based Compensation(continued)

b ) Options (continued)

The following table summarizes the changes in options outstanding of the Company during the years ended December 31, 2024 and December 31, 2023.

Weighted Average

Exercise Price

Weighted Average Exercise Price $

Outstanding at December 31, 2022

Expired/Cancelled

Outstanding at December 31, 2023

Expired/Cancelled

Outstanding at December 31, 2024

Exercisable at December 31, 2024

During the year ended December 31, 2023, no options were granted.

Options Granted

2023 and 2024

During the years ended December 31, 2024 and December 31, 2023, no options were granted.

Options Forfeited

During the year ended December 31, 2024, the following table summarizes the options were forfeited.

Equity Incentive Plan

Options Forfeited (#)

Grant Price ($)

Forfeiture Date

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation (continued)

Note 8 - Stock-based Compensation(continued)

b ) Options (continued)

During the year ended December 31, 2023, the following table summarizes the options cancelled.

Equity Incentive Plan

Options Cancelled (#)

Grant Price ($)

Cancellation Date

During the year ended December 31, 2022, the following table summarizes the options cancelled.

During the year ended December 31, 2023, the following table summarizes the options were forfeited.

Equity Incentive Plan

Options Cancelled (#)

Options Forfeited (#)

Grant Price ($)

Cancellation Date

Forfeiture Date

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation (continued)

Note 8 - Stock-based Compensation(continued)

b ) Options (continued)

Below is a table summarizing the options issued and outstanding as of December 31, 2024, all of which were issued pursuant to the 2011 Plan (for option issuances prior to 2016) or the 2015 Plan (for option issuances commencing in 2016)and which have a weighted average exercise price of $ 3.88 per share and an aggregate weighted average remaining contractual life of 3.19 years.

Weighted Average

Contractual Life

As of December 31, 2024, an aggregate of 9,700,000 shares of common stock were authorized for issuance under the 2015 Plan, of which 182,252 shares of common stock remained available for future issuance thereunder.

Outstanding #

Exercisable #

Exercise Price ($)

Weighted Average Remaining Contractual Life (Years)

Proceeds to Company if Exercised $

Stock-based compensation expense related to stock options of $ 0 and $ 287,363 was recorded for the year ended December 31, 2024 and December 31, 2023 respectively.

6 unchanged sentences

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation (continued)

Note 8 - Stock-Based Compensation(continued)

c ) Restricted Stock Units (RSUs)

Below is a table summarizing the RSUs issued and outstanding as of December 31, 2024, all of which were issued pursuant to the 2015 Plan.

Weighted Average

Exercise Price

Weighted Average Exercise Price $

Outstanding at December 31, 2022

3 unchanged sentences

These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated.

The exception to this is specified in note (iv) which is described in detail below.

Up to 42 Months

Equity Incentive Plan

Vesting Period

First Vesting Date

Second Vesting Date

Third Vesting Date

RSU Expense $

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation (continued)

Note 8 - Stock-Based Compensation(continued)

c ) Restricted Stock Units (RSUs) (continued)

These RSUs were granted by the Compensation Committee of the Board of Directors in September 2023, with an effective date of October 19, 2023 and vest upon the share price closing above $5.00 per share for a minimum of thirty consecutive trading days within a period of three years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service.

The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring.

The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met.

Below is a table summarizing the RSUs granted during the year ended December 31, 2023, all of which were issued pursuant to the 2015 Plan.

These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated.

The exception to this is specified in note (iv) which is described in detail below.

The exception to this is specified in note (i) which is described in detail below.

Equity Incentive Plan

Vesting Period

First Vesting Date

Second Vesting Date

Third Vesting Date

RSU Expense $

Up to 42 Months

These RSUs vest upon the achievement of corporate goals focused around product development and commercialization with further time-based vesting, subject to continued service of the award recipient to the Company through the applicable vesting dates.

On October 13, 2022, the Compensation Committee of the Board of Directors approved the satisfactory achievement of certain corporate goals previously established by the Compensation Committee, which resulted in the vesting of the rights with respect to an aggregate of 198,275 RSUs.

The RSUs are further subject to a three-year time-based vesting schedule, vesting in three equal installments on the dates set forth in the table above, and conditioned upon the recipient’s continued service through the applicable vesting date.

On January 12, 2023, the Compensation Committee of the Board of Directors approved the satisfactory achievement of certain additional corporate goals, which resulted in the vesting of the rights with respect to an aggregate of an additional 424,875 RSUs, subject to the foregoing time-based vesting and conditioned upon the recipient’s continued service through the applicable vesting date.

These RSUs were granted by the Compensation Committee of the Board of Directors in September 2023, with an effective date of October 19, 2023 and vest upon the share price closing above $ 5.00 per share for a minimum of thirty consecutive trading days within a period of three years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service.

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation (continued)

Note 8 - Stock-Based Compensation (continued)

c ) Restricted Stock Units (RSUs) (continued)

These RSUs vest upon the share price closing above $ 5.00 per share for a minimum of ten consecutive trading days within a period of three years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service.

The Company granted an aggregate of 3,000 RSUs on November 29, 2022 as an employment inducement award.

These RSUs are subject to time-based vesting and subject to the continued service of each recipient.

Below is a table summarizing the RSUs vested during the year ended December 31, 2024, all of which were issued pursuant to the 2015 Plan.

6 unchanged sentences

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation (continued)

Note 8 -Stock-Based Compensation(continued)

c ) Restricted Stock Units (RSUs) (continued)

3 unchanged sentences

Shares Withheld for Taxes #

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 8 -Stock-Based Compensation(continued)

c ) Restricted Stock Units (RSUs) (continued)

RSUs Cancelled

Below is a table summarizing the RSUs cancelled during the year ended December 31, 2024, all of which were originally issued pursuant to the 2015 Plan.

Equity Incentive Plan

Cancellation Date

RSUs Cancelled

Forfeiture Date

RSUs Forfeited #

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 8 -Stock-Based Compensation(continued)

c ) Restricted Stock Units (RSUs) (continued)

Below is a table summarizing the RSUs cancelled during the year ended December 31, 2023, all of which were originally issued pursuant to the 2015 Plan.

Equity Incentive Plan

Cancellation Date

RSUs Cancelled

Forfeiture Date

RSUs Forfeited #

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation (continued)

Note 8 - Stock-Based Compensation (continued)

c ) Restricted Stock Units (RSUs) (continued)

Below is a table summarizing the RSUs issued and outstanding as of December 31, 2023 of which the last to vest have a remaining contractual life of 2.87 years.

Weighted Average

Contractual Life

Below is a table summarizing the RSUs issued and outstanding as of December 31, 2024 all of which were issued under the 2015 Plan, and of which the last to vest have a remaining contractual life of 2.85 years.

Outstanding #

Weighted Average Grant date Fair Value $

Weighted Average Remaining Contractual Life (Years)

Stock-based compensation expense related to RSUs of $ 1,263,304 and $ 1,971,607 was recorded in the years ended December 31, 2024, and December 31, 2023, respectively.

4 unchanged sentences

($ expressed in United States Dollars)

Note 8 - Stock-Based Compensation (continued)

c ) Restricted Stock Units (RSUs) (continued)

Below is a table summarizing the RSUs issued and outstanding as of December 31, 2024, all of which were issued pursuant to the 2024 Plan.

Weighted Average Exercise Price $

Outstanding at December 31, 2022

Outstanding at December 31, 2023

Outstanding at December 31, 2024

Below is a table summarizing the RSUs granted during the year ended December 31, 2024, all of which were issued pursuant to the 2024 Plan.

These RSUs vest, subject to continued service and will result in the compensation expense stated in the table with the following details specified in notes (i) and (ii) described in detail below.

Equity Incentive Plan

Vesting Period

First Vesting Date

Second Vesting Date

Third Vesting Date

RSU Expense $

Up to 42 Months

These RSUs vest upon the share price closing above $ 2.50 per share for a minimum of thirty consecutive trading days within a period of three and a half years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service.

These RSUs vest upon the share price closing above $ 5.00 per share for a minimum of thirty consecutive trading days within a period of three and a half years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 9 - Income Taxes

39 unchanged sentences

($ expressed in United States Dollars)

No te 10 - Commitments and Contingencies

Note 10 - Commitments and Contingencies

a) Finance Lease Obligations

2 unchanged sentences

As of December 31, 2024, the balance payable was $ 375,075 .

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 January 2022 , with implicit interest of 1.35 %.

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

As of December 31, 2023, the balance payable was $ 0 .

The following is a schedule showing the future minimum lease payments under financing leases by years and the present value of the minimum payments as of December 31, 2023.

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 December 31, 2024:

For the Year Ending December 31, 2024

Greater than 5 years

Amount representing interest

Present value of minimum lease payments

Total Finance Lease Liabilities

b) Operating Lease Right-of-Use Liabilities

As of December 31, 2023, operating lease right-of-use assets and liabilities arising from operating leases were $ 549,504 and $ 577,377 , respectively.

Operating leases as of December 31, 2024, and December 31, 2023, consisted of the following:

December 31, 2024

December 31, 2023

Operating right-of-use assets

Operating lease liabilities, current portion

Operating lease liabilities, long term

Total operating lease liabilities

Weighted average remaining lease (months)

Weighted average discount rate

During the year ended December 31, 2024, cash paid for amounts included for the measurement of lease liabilities was $ 250,048 and the Company recorded operating lease expense of $ 247,390 .

Our weighted average discount rate is 2.38 % and the weighted average remaining lease term is 25 months.

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 December 31, 2023.

Total Operating Lease Obligations

Amount representing interest

Present Value of minimum lease payments

VOLITIONRX LIMITED

4 unchanged sentences

b) Operating Lease Right-of-Use Liabilities (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 December 31, 2024.

For the Year Ending December 31, 2024

imputed interest

Total Operating Lease Liabilities

As of December 31, 2024, operating lease right-of-use assets and liabilities arising from operating leases were $ 599,816 and $ 632,441 , respectively.

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.

1 unchanged sentence

The annual payments remaining for such short-term office leases as of December 31, 2024, were as follows:

For the Year Ending December 31, 2024

Total Operating Lease Liabilities

11 unchanged sentences

As of December 31, 2024, the grant balance repayable was $ 84,114 .

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2024 and 2023

($ expressed in United States Dollars)

Note 10 – Commitments and Contingencies (continued)

c) Grants Repayable (continued)

In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for € 495,000 .

8 unchanged sentences

As of December 31, 2024, the grant balance repayable was $ 229,868 .

As of December 31, 2024, the balance repayable was $ 422,221 and the annual payments remaining were as follows:

For the Year Ending December 31, 2024

Greater than 5 years

Total Grants Repayable

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 10 – Commitments and Contingencies (continued)

c) Grants Repayable (continued)

As of December 31, 2023, the balance repayable was $ 478,562 and the annual payments remaining were as follows:

Greater than 5 years

Total Grants Repayable

Note 10 – Commitments and Contingencies (continued)

d) Long-Term Debt

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

As of December 31, 2023, the principal balance payable was $ 0 .

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 December 2031 .

2 unchanged sentences

As of December 31, 2024, €1 million has been drawn down under this agreement and the principal balance payable was $ 51,753 .

In 2019, the Company entered into a 4 -year loan agreement with Namur Innovation and Growth for € 500,000 with fixed interest rate of 4.80 %, maturing September 2024 .

As of December 31, 2023, the principal balance payable was $ 126,186 .

In 2020, the Company entered into a 10 -year loan agreement with Namur Invest for a maximum of € 830,000 with fixed interest rate of 4.00 %, maturing March 2031 .

2 unchanged sentences

As of December 31, 2024, the amount that has been drawn down under this agreement was € 450,000 , representing a principal balance payable of $ 116,443 .

On August 16, 2022, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 1,000,000 with fixed interest rate of 6.00 %, maturing July 2026 .

In 2022, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 1,000,000 with fixed interest rate of 6.00 %, maturing July 2026 .

As of December 31, 2024, the amount that has been drawn down under this agreement was € 1,000,000 , representing a principal balance payable of $ 495,160 .

In 2022, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 500,000 with fixed interest rate of 5.45 %, maturing December 2027 .

As of December 31, 2024, the amount that has been drawn down under this agreement was € 500,000 , representing a principal balance payable of $ 398,497 .

In 2023, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 400,000 with fixed interest rate of 7.00 %, maturing June 2027 .

As of December 31, 2024, € 400,000 had been drawn down under this agreement and the principal balance payable was $ 360,883 .

In 2023, the Company entered into a 5 -year loan agreement with Wallonie Entreprendre S.A.

for a maximum of € 2.5 million with fixed interest rate of 7.68 %, maturing December 2028 .

As of December 31, 2024, € 1,500,000 had been drawn down under this agreement and the principal balance payable was $ 2,070,100 .

On October 29, 2024, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 577,975 with fixed interest rate of 7.00 %, maturing September 2028 .

As of December 31, 2024, € 577,975 had been drawn down under this agreement and the principal balance payable was $ 598,234 .

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 10 – Commitments and Contingencies (continued)

Note 10 – Commitments and Contingencies (continued)

d) Long-Term Debt (continued)

On November 18, 2022, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 500,000 with fixed interest rate of 5.45 %, maturing December 2027 .

As of December 31, 2023, the amount that has been drawn down under this agreement was € 500,000 , representing a principal balance payable of $ 551,949 .

In June 2023, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 400,000 with fixed interest rate of 7.00 %, maturing June 2027 .

As of December 31, 2023, € 200,000 had been drawn down under this agreement and the principal balance payable was $ 220,780 .

On December 1, 2023, the Company entered into a 5 -year loan agreement with Wallonie Entreprendre S.A.

for a maximum of € 2.5 million with fixed interest rate of 7.68 %, maturing December 2028 .

As of December 31, 2023, € 1,500,000 had been drawn down under this agreement and the principal balance payable was $ 1,655,845 .

As of December 31, 2024, the total balance for long-term debt payable was $ 4,813,069 and the payments remaining were as follows:

For the Year Ending December 31, 2024

Greater than 5 years

2 unchanged sentences

Total Long-Term Debt

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2023 and 2022

($ expressed in United States Dollars)

No te 10 – Commitments and Contingencies (continued)

e) Collaborative Agreement Obligations

As of December 31, 2024, the total amount to be paid, for future research and collaboration commitments was approximately $ 1,120,518 and the annual payments remaining were as follows:

Total Amount Remaining

National University of Taiwan

MD Anderson Cancer Center

Guys and St Thomas

Xenetic Biosciences

University Medical Centre Amsterdam

Total Collaborative Obligations

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.

2 unchanged sentences

As of December 31, 2024, $ 277,092 is still to be paid 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 £ 162,338 .

As of December 31, 2023, $ 206,697 is still to be paid by the Company under this agreement and as of December 31, 2023, $ 41,339 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 December 31, 2023, $ 107,589 is still to be paid by the Company under this agreement and as of December 31, 2023, $ 26,142 is due by the Company under this agreement.

As of December 31, 2023, the total amount to be paid for future research and collaboration commitments was approximately $ 1,273,692 and the annual payments remaining were as follows:

Total Collaborative Agreement Obligations

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 10 – Commitments and Contingencies (continued)

Note 10 – Commitments and Contingencies (continued)

e) Collaborative Agreement Obligations (continued)

As of December 31, 2024, $ 162,609 is still to be paid by the Company under this agreement and as of December 31, 2024, $ 162,609 is due by the Company under this agreement.

As of December 31, 2024, $ 81,447 is still to be paid by the Company under this agreement and as of December 31, 2024, $ 26,142 is due by the Company under this agreement.

In January 2024, the Company entered into an agreement with the University Medical Centre Amsterdam (“UMC”).

UMC will perform a retrospective study to evaluate the diagnostic potential of the Nu.Q ® H3.1 nucleosomes as diagnostic, prognostic and phenotyping biomarkers in sepsis for a cost to the Company of $ 134,055 .

As of December 31, 2024, $ 89,370 is due by the Company under this agreement.

f) Other Commitments

1 unchanged sentence

As of December 31, 2024, TAMU has a 12.5 % equity interest in Volition Vet.

Volition Germany

On January 10, 2020, the Company, through its wholly-owned subsidiary Belgian Volition, acquired an epigenetic reagent company, Octamer GmbH (“Octamer”), based in Munich, Germany, and hired its founder for his expertise and knowledge to be passed to Company personnel.

On March 9, 2020, Octamer was renamed to Volition Germany GmbH (or “Volition Germany”).

In connection with the transaction agreement, 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.

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.

As of December 31, 2024, $202 is payable under the 6 % royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of $ 113,856 .

Volition America

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

On August 8, 2022, the Company and DXOCRO amended and restated the Master Agreement to expand the scope of DXOCRO’s consultant services provided thereunder (the “A&R Master Agreement”).

The A&R Master Agreement requires DXOCRO to support development and clinical validation studies for the Company’s Nu.Q® product portfolio in the United States, including by conducting large-scale finding studies across multiple sites in the U.S.

using Nu.Q® NETs and Nu.Q® Cancer tests to determine clinical utility in sepsis and non-Hodgkin’s lymphoma.

The Company anticipates DXOCRO’s services under this agreement will be completed by the end of the first quarter 2024 at a total cost to the Company of up to $4.2 million .

The Company’s payment obligations accrue upon delivery of projects under the agreement.

The Company may terminate the agreement or any project thereunder upon at least 30 days’ prior written notice.

Unless earlier terminated, the A&R Master Agreement terminates on the later of December 31, 2025 or the date upon which all services have been completed.

As of December 31, 2023, $ 90,862 is payable under the A&R Master Agreement, and up $ 208,320 maybe payable by Company in future periods for services rendered.

See Note 11 for additional details regarding the A&R Master Agreement subsequent to December 31, 2023.

g) Legal Proceedings

4 unchanged sentences

($ expressed in United States Dollars)

No te 10 – Commitments and Contingencies (continued)

Note 10 – Commitments and Contingencies (continued)

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

In August 2021 and October 2021 the Compensation Committee of the Board of Directors approved the granting of equity-based awards under the 2015 Plan as well as cash bonuses, each of which vests upon achievement of certain corporate goals focused around product development and commercialization, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries.

On June 23, 2022, the Compensation Committee of the Board of Directors approved the achievement of all of the remaining outstanding corporate goals related to the August 2021 and October 2021 awards, resulting in the payment of the cash bonus awards and the vesting of the remaining rights to the equity-based awards, which equity-based awards remain subject to time-based vesting in equal installments on each of August 3, 2022 and August 3, 2023 (with the exception of October 4, 2022 and October 4, 2023 for one award) and the continuous service of the award recipient through the applicable vesting date.

In October 2022, the Compensation Committee of the Board of Directors approved the granting of RSUs under the 2015 Plan to various employees in exchange for services provided to the Company.

These RSUs vest upon the achievement of certain corporate goals focused around product development and commercialization with further time based vesting over three years, and subject to continued service.

In October 2022, the Compensation Committee of the Board of Directors approved the granting of RSUs under the 2015 Plan to various employees in exchange for services provided to the Company.

In October 2022 the Compensation Committee of the Board of Directors approved the granting of cash bonuses, payable upon achievement of various corporate goals focused around product development, manufacturing, financing and commercialization, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries.

Conditional upon the achievement by January 1, 2023 and July 1, 2023 of all specified corporate goals as set forth in the minutes of the Compensation Committee, as well as continued service by the award recipients, the Company at the sole discretion of the Chief Executive Officer and the Chief Financial Officer paid a cash bonus to such award recipients.

An aggregate of 1,144,000 RSUs were issued under the 2015 Plan in connection with the October 2022 grants and an aggregate of 1,000,000 stock options and 500,000 RSUs were issued under the 2015 Plan in connection with the August 2021 and October 2021 grants.

As of December 31, 2023, the Company has recognized compensation expense of $ 901,410 in relation to the options from the 2021 grants that vested in 2023.

The Company has no unrecognized compensation expense in relation to such stock options, based on the outcomes related to the prescribed performance targets on the outstanding awards.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2023 and 2022

($ expressed in United States Dollars)

No te 10 – Commitments and Contingencies (continued)

h) Commitments in Respect of Corporate Goals and Performance-Based Awards (continued)

As of December 31, 2023, the Company has recognized compensation expense of $ 759,039 in relation to RSUs from the 2021 grants that have vested in 2023.

The Company has no unrecognized compensation expense in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards.

As of December 31, 2023, the Company has recognized total compensation expense of $ 1,077,417 of which $ 527,940 is in relation to RSUs from the 2022 grants that have vested in 2023, $ 325,207 is in relation to RSUs from such grants that will vest in 2024, and $ 224,270 is in relation to RSUs from such grants that will vest in 2025.

As of December 31, 2024, the Company has recognized total compensation expense of $ 1,439,767 of which $ 527,940 is in relation to RSUs from grants in 2022 that vested in 2023, $ 516,039 is in relation to RSUs from such grants that vested in 2024, and $ 395,788 is in relation to RSUs from such grants that will vest in 2025.

The Company has unrecognized compensation expense of $ 115,142 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards.

In September 2023, the Compensation Committee of the Board of Directors approved the granting of cash bonuses, payable upon achievement of various corporate goals focused around revenue, operations and regulatory, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries.

Conditional upon the achievement by December 31, 2023, and June 30, 2024 of specified corporate goals as set forth in the minutes of the Compensation Committee, as well as continued service by the award recipients, the Company at the sole discretion of the Chief Executive Officer and the Chief Financial Officer would pay a cash bonus to such award recipients.

As of December 31, 2023, the Company has accrued compensation expense of $ 1,071,198 in relation to the cash bonuses to be paid upon achievement of the specified corporate goals based on the expected outcomes related to the prescribed performance targets.

In September 2023, the Compensation Committee of the Board of Directors approved the granting of an aggregate of 1,569,000 RSUs under the 2015 Plan 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.

These RSUs vest upon the achievement of certain corporate goals focused around revenue, operations and regulatory targets as of December 31, 2023, and June 30, 2024, as set forth in the minutes of the Compensation Committee, with further time based vesting over three years, and subject to continued service by the award recipient.

The achievement of the corporate goals is to be determined by the Compensation Committee in its sole discretion.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2023 and 2022

($ expressed in United States Dollars)

No te 10 – Commitments and Contingencies (continued)

h) Commitments in Respect of Corporate Goals and Performance-Based Awards (continued)

In September 2023, the Compensation Committee of the Board of Directors approved the granting of an aggregate of 450,000 RSUs under the 2015 Plan to various employees in exchange for services provided to the Company.

These RSUs have an effective date of grant of October 19, 2023, vest upon the share price closing above $ 5.00 per share for a minimum of 30 consecutive trading days within a period of three years from the effective date of grant and ending October 19, 2026, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service by the award recipients.

Total Award $

Amortized 2024 $

Amortized 2023 $

Amortized 2022 $

Un-Amortized $

In September 2023, the Compensation Committee of the Board of Directors of the Company approved the granting of cash bonuses, payable upon achievement of various corporate goals focused around revenue, operations and regulatory, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries.

Pursuant to the terms of the grants, conditional upon the achievement by December 31, 2023 and June 30, 2024 of specified corporate goals as set forth in the minutes of the Compensation Committee, as well as continued service by the award recipients to the Company, the Company at the sole discretion of the Chief Executive Officer and the Chief Financial Officer would pay a cash bonus to such award recipients.

As of December 31, 2024, the Company has accrued compensation expense of $ 536,535 in relation to cash bonuses payable on the achievement of specified corporate goals based on the expected outcomes related to the prescribed performance targets.

To the extent this is payable, this cash bonus compensation payment has currently been deferred indefinitely.

As of December 31, 2024, the Company had recognized total compensation expense of $ 494,812 .

The Company has unrecognized compensation expense of $ 924,313 in relation to the RSUs from the 2023 grants, of which $ 271,342 in relation to RSUs that will vest in 2024, $ 318,588 in relation to RSUs that will vest in 2025, and $ 334,383 in relation to RSUs that will vest in 2026.

based on the outcomes related to the prescribed performance targets on the outstanding awards.

As of December 31, 2023, the Company has paid compensation expense of $ 1.1 million in relation to the July 1, 2023 specified corporate goals based on the actual outcomes related to the prescribed performance targets.

The Company has unrecognized compensation expense of $ 205,730 in relation to the RSUs from grants in 2023, of which $ 0 is in relation to RSUs that vested in 2024, $ 80,175 in relation to RSUs that will vest in 2025, and $125,555 in relation to RSUs that will vest in 2026 based on the outcomes related to the prescribed performance targets on the outstanding awards.

Total Award $

Amortized 2024 $

Amortized 2023 $

Un-Amortized $

VOLITIONRX LIMITED

6 unchanged sentences

On January 1, 2025, 21,583 RSUs previously granted to a contractor vested and resulted in the issuance of 21,583 shares of common stock.

On March 1, 2024, 9,000 RSUs previously granted to employees vested and resulted in the issuance of 6,057 shares of common stock.

On February 22, 2025, 4,667 RSUs previously granted to an employee vested and resulted in the issuance of 2,750 shares of common stock.

An aggregate of 1,917 shares of common stock were withheld for taxes and returned to the 2015 Plan

On March 13, 2025, 113,343 RSUs previously granted to an employee vested and resulted in the issuance of 73,220 shares of common stock.

An aggregate of 40,123 shares of common stock were withheld as taxes and returned to the 2015 Plan

Effective February 22, 2024, the Company granted RSUs of 14,000 shares of common stock to an employee of the Company in exchange for services provided to the Company.

These RSUs vest over 3 years , with one-third vesting on each of February 22, 2025, February 22, 2026 and February 22, 2027, subject to continued service by the employee, and will result in total compensation expense of $ 13,590 .

Issuance of Shares

See the reference below under “ License Agreement” regarding the issuance of 129,132 shares of restricted common stock to EpiCypher.

RSUs Cancellations

On January 16, 2024, 36,000 RSUs previously granted to an employee were cancelled and returned as authorized shares under the 2015 Plan upon cessation of employment of such employee prior to vesting.

On February 9, 2024, 2,000 RSUs previously granted to an employee were cancelled and returned as authorized shares under the 2015 Plan upon the cessation of employment of such employee prior to vesting.

Cash Bonus Payments

On January 24, 2024, the Compensation Committee of the Board of Directors approved the achievement of certain of the corporate milestones related to the September 28, 2023 authorization for the payment of cash bonuses to various personnel, including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries, upon the achievement of certain corporate goals focused around revenue, operations and regulatory, resulting in the vesting and payment of 85% of the cash bonuses.

License Agreement

On January 18.

2024, Belgian Volition entered into a License Agreement with EpiCypher, Inc., pursuant to which the Company may research, develop, manufacture and commercialize products and services using method covered by certain patents of EpiCypher.

In addition to license fees and royalty payments, the Company issued shares of its restricted common stock to EpiCypher effective March 12, 2024, in a private placement.

Effective January 15, 2025, the Company granted RSUs of 50,000 shares of common stock to a non-executive officer and director of the Company in exchange for services provided to the Company.

These RSUs vest over 3 years , with approximately one-third vesting on each of January 15, 2026, January 15, 2027 and January 15, 2028, subject to continued service by the employee, and will result in total compensation expense of $ 31,505 .

Effective January 15, 2025, the Company granted RSUs of 16,912 shares of common stock to four Scientific Advisory Board members of the Company in exchange for services provided to the Company.

These RSUs vest over 1 years , vesting on January 15, 2026, subject to continued service by the to Scientific Advisory Board members, and will result in total compensation expense of $ 10,656 .

Effective February 26, 2025, the Company granted RSUs of 125,000 shares of common stock under the 2015 Plan to a consultant in exchange for services provided to the Company.

These RSUs vest on May 13, 2025 , subject to continued service by the consultant, and will result in total compensation expense of $ 73,000 .

Effective February 26, 2025, the Company granted RSUs of 25,000 shares of common stock under the 2024 Plan to a consultant in exchange for services provided to the Company.

These RSUs vest on May 13, 2025 , subject to continued service by the consultant, and will result in total compensation expense of $ 14,600 .

Effective March 7, 2025, the Company granted RSUs of 12,500 shares of common stock under the 2015 Plan to a consultant in exchange for services provided to the Company.

These RSUs vest on March 7, 2026 , subject to continued service by the consultant, and will result in total compensation expense of $ 7,563 .

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 pay a cash bonus to such award recipients in their January 2026 monthly payroll.

Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of RSUs of 2,868,000 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 RSU 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, and will result in total compensation expense of $ 1,634,760 .

VOLITIONRX LIMITED

3 unchanged sentences

Note 11 - Subsequent Events (continued)

Diagnostic Oncology CRO, LLC Second A&R Master Agreement

Effective February 10, 2024 the Company and DXOCRO further amended and restated the A&R Master Agreement to expand the scope of DXOCRO’s consultant services provided thereunder (the “Second A&R Master Agreement”).

The Second A&R Master Agreement requires DXOCRO to conduct a prospective optimization/range finding study of Volition’s Nu.Q® H3.1 in vitro diagnostic (IVD) test proposed for use in sepsis.

The study is an extension of the sepsis monitoring clinical trial that was previously covered under a separate exhibit.

The Company anticipates DXOCRO’s additional services under this Agreement will be completed by the end of the third quarter of 2024 at a total additional cost to the Company of up to $ 0.7 million.

The Company’s payment obligations accrue upon delivery of projects under the Agreement.

The Company may terminate the Agreement or any project thereunder upon at least 30 days’ prior written notice.

Unless earlier terminated, the Second A&R Master Agreement terminates on the later of December 31, 2025 or the date upon which all services have been completed.

Employment Agreement

On March 19, 2024, Volition Diagnostics entered into a Contract of Employment with Dr.

Andrew Retter pursuant to which Dr.

Retter will serve as Chief Medical Officer commencing April 1, 2024.

The term of the Contract of Employment is perpetual until terminated upon at least 12 weeks’ prior notice (or such greater period as required by statute) and provides for an annual base salary of £ 180,000 payable monthly in arrears as well as contributions towards Dr.

Retter’s pension.

RSUs Cancellations

On February 28, 2025, 28,200 RSUs previously granted to a consultant of the Company were cancelled and returned as authorized shares under the 2015 Plan upon cessation of a service contract prior to vesting.

On March 15, 2025, 50,350 RSUs previously granted to a Company employee were cancelled and returned as authorized shares under the 2015 Plan upon resignation prior to vesting.

The following table summarizes the modifications to options on January 29, 2025 where the Company modified a total of 545,000 options to extend their expiry dates to ten years from the original dates of grant.

This resulted in $ 103,573 of expense.

Amendment Date

Equity Incentive Plan

Stock Options

New Expiration Date

Option Expense

January 29, 2025

February 11, 2019

February 11, 2029

Options Cancellations

On March 20, 2025, 26,200 Options previously granted to a Company employee on August 3, 2021 were cancelled and returned as authorized shares under the 2015 Plan following termination.

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 2021 Form S-3, an aggregate of (i) 2,363,636 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 $ 0.55 per share (the “Insider Shares”), and (ii) 1,739,087 shares of common stock (the “Warrant Investor Shares” and, together with the Insider Shares, the “March 2025 Shares”), together with common stock purchase warrants to purchase up to 1,739,087 shares of common stock (the “March 2025 Warrants”), at a combined offering price of $ 0.55 per 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 $ 0.66 , 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 was $ 2.3 million, before deducting offering expenses of $ 0.1 million paid by the Company.

The net proceeds above excludes any proceeds arising from the exercise of the March 2025 Warrants.

END NOTES TO FINANCIALS

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What changed 10-K

Item 8. Financial Statements and Supplementary Data