CONTROLS AND PROCEDURES
−Removed: Disclosure Controls and Procedures
−Removed: Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
−Removed: As a result of this evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.
−Removed: Notwithstanding the identified material weaknesses, management, including our principal executive officer and principal financial officer, believes the consolidated financial statements included in this Annual Report on Form 10-K fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S.
−Removed: Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Management’s Report on Internal Control Over Financial Reporting
−Removed: Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
−Removed: Management has evaluated the effectiveness of our internal control over financial reporting based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission .
−Removed: As a result of this assessment, management has concluded that, as of December 31, 2023, our internal control over financial reporting was not effective due to the material weaknesses in internal control over financial reporting described below.
−Removed: As a smaller reporting company, we are not required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm in this Annual Report on Form 10-K.
−Removed: The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.
−Removed: The Company’s internal control over financial reporting includes policies and procedures that:
−Removed: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
−Removed: provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and our Board of Directors;
−Removed: provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
−Removed: Material Weaknesses in Internal Control over Financial Reporting
−Removed: We identified material weaknesses in our internal controls over financial reporting.
−Removed: A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The material weaknesses identified include:
−Removed: we do not have sufficient written documentation of our internal control policies and procedures, including written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of U.S.
−Removed: GAAP and SEC disclosure requirements.
−Removed: Notwithstanding the material weakness, we believe that our financial statements contained in this Annual Report on Form 10-K fairly present our financial position, results of operations and cash flows for the periods covered by this report in all material respects.
+Added: Evaluation of Disclosure Controls and Procedures
+Added: Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
+Added: Our management carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
+Added: Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded, as they previously concluded as of December 31, 2023, that our disclosure controls and procedures were not effective as of December 31, 2024, because of material weaknesses in our internal control over financial reporting, as described below.
+Added: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: We identified a material weakness in our internal controls over financial reporting.
+Added: In particular we do not have sufficient written documentation of our internal control policies and procedures, including written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.
+Added: Notwithstanding the material weakness, we believe that our financial statements contained in this Report fairly present our financial position, results of operations and cash flows for the periods covered by this Report in all material respects.
Our management, with the oversight of our audit committee, has initiated steps and plans to take additional measures to remediate the underlying causes of the material weakness, which we currently believe will be primarily through revising precision level management review controls and gaining additional assurance regarding our outside service providers’ quality control procedures.
It is possible that we may determine that additional remediation steps will be necessary in the future.
+Added: Management’s Report on Internal Control Over Financial Reporting
+Added: Our management is responsible for establishing and maintaining a system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
+Added: Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with GAAP.
+Added: Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) .
+Added: Based on this assessment, our management, including our Principal Executive Officer and Principal Financial Officer, concluded that our internal control over financial reporting was not effective as of December 31, 2024 due to material weaknesses.
Planned Remediation of Material Weaknesses
−Removed: Our management has been actively engaged in developing and implementing remediation plans to address material weaknesses described above.
+Added: Our management has been actively engaged in developing and implementing remediation plans to address the material weakness described above.
These remediation efforts are ongoing and include or are expected to include:
+Added: replacing our outside service providers to centralize the accounting function in-house;
engaging internal control consultants to assist us in performing a financial reporting risk assessment as well as identifying and designing our system of internal controls necessary to mitigate the risks identified;
−Removed: preparation of written documentation of our internal control policies and procedures;
−Removed: increasing personnel resources and technical accounting expertise within the accounting function to replace our outside service providers;
−Removed: until we have sufficient technical accounting resources, we have engaged external consultants to provide support and to assist us in our evaluation of more complex applications of GAAP.
−Removed: We continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weaknesses.
−Removed: We believe that our remediation plan will be sufficient to remediate the identified material weaknesses and strengthen our internal control over financial reporting.
+Added: preparation of written documentation of our internal control policies and procedures, and
+Added: we have engaged external consultants to provide support and to assist us in our evaluation of more complex applications of GAAP.
+Added: We continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weakness.
+Added: We believe that our remediation plan will be sufficient to remediate the identified material weakness and strengthen our internal control over financial reporting.
As we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.
Changes in Internal Control Over Financial Reporting
−Removed: Other than changes described under “ Planned Remediation of Material Weaknesses ” above, there were no changes in our internal control over financial reporting during the year ended December 31, 2023, which were identified in connection with management’s evaluation required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: The Audit Committee of the Board of Directors meets regularly with our financial management, and with the independent registered public accounting firm engaged by us.
−Removed: Internal accounting controls and the quality of financial reporting are discussed during these meetings.
−Removed: The Audit Committee has discussed with the independent registered public accounting firm matters required to be discussed by the auditing standards adopted or established by the Public Company Accounting Oversight Board (“PCAOB”).
−Removed: In addition, the Audit Committee and the independent registered public accounting firm have discussed the independent registered public accounting firm’s independence from the Company and its management, including the matters in the written disclosures required by PCAOB Rule 3526 “Communicating with Audit Committees Concerning Independence.”
−Removed: The Company is not required to include, and does not include an auditor’s attestation report under SEC Rules.
−Removed: Consequently, the Company’s registered public accounting firm has not attested to management’s reports on the Company’s internal control over financial reporting.
+Added: Except for the ongoing remediation of the material weakness in internal controls over financial reporting noted above, no changes in our internal control over financial reporting were made during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Limitations of the Effectiveness of Disclosure Controls and Internal Controls
+Added: Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud.
+Added: A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
+Added: Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
+Added: Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
+Added: These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.
+Added: Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.
+Added: The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions;
+Added: over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
+Added: Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
OTHER INFORMATION
2 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Identification of Directors
−Removed: The following table sets forth the names and ages of the Company’s Directors as of December 31, 2023.
−Removed: Position with the Company
−Removed: Officer/Director Since
−Removed: Cameron Reynolds
−Removed: October 6, 2011
−Removed: Chief Executive Officer
−Removed: October 6, 2011
−Removed: October 6, 2011
−Removed: Martin Faulkes
−Removed: Executive Chairman
−Removed: October 6, 2011
−Removed: October 6, 2011
−Removed: Phillip Barnes
−Removed: October 9, 2019
−Removed: October 6, 2011
−Removed: Edward Futcher
−Removed: June 23, 2016
−Removed: Mickie Henshall
−Removed: August 15, 2022
−Removed: October 6, 2011
−Removed: March 25, 2021
−Removed: Member of the Audit Committee
−Removed: Member of the Compensation Committee
−Removed: Member of the Nominations and Governance Committee
−Removed: Term of Office
−Removed: Each Director serves for a term of one year and until his or her successor is elected at the Annual Stockholders Meeting and is qualified, subject to removal by the stockholders.
−Removed: Background and Business Experience of Directors
−Removed: The business experience during the past five years of the directors is as follows:
−Removed: CAMERON REYNOLDS serves as our President and Chief Executive Officer and as a director.
−Removed: He has served as a director of Belgian Volition since October 27, 2010, as the director and Chief Executive Officer of Volition Diagnostics since November 13, 2015, as a director of Volition America since February 3, 2017 and a manager of Volition Vet since August 7, 2019.
−Removed: Prior to completion of the transactions under the Share Exchange Agreement, Mr.
−Removed: Reynolds was the Chief Executive Officer of Singapore Volition, a position he held from August 5, 2010 to June 1, 2018, and a director of Singapore Volition from August 5, 2010 to September 1, 2021.
−Removed: He also served as the Managing Director of Belgian Volition between January 18, 2012 and July 24, 2015.
−Removed: Since February 2017, Mr.
−Removed: Reynolds has served as a non-executive director of Pathify Holdings, Inc.
−Removed: (formerly Ucroo Incorporated), a SaaS EdTech company, and since December 2023 has served as a non-executive director of GlycanAge Ltd, which manufactures and provides wellness tests which measure biological age.
−Removed: Further, from July 2018 and December 2021, he served as a non-executive director of Wellfully Limited (ASX:
−Removed: WFL) (formerly OBJ Limited), a developer of magnetic, micro-array drug and ingredient delivery technologies for use in pharmaceutical, cosmetic and skincare, and consumer healthcare industries.
−Removed: Between 2005 and 2011, Mr.
−Removed: Reynolds held a number of board directorships including Atlantic Mining PLC, Carbon Mining PLC, Magellan Copper and Gold PLC (Carbon Mining and Magellan Copper and Gold both became part of Solfotara Mining and Copper Development Corp.), KAL Energy Inc.
−Removed: KALG), Iofina Natural Gas PLC (AIM:
−Removed: IOF), Canyon Copper Corp.
−Removed: CNYC), and Hunter Bay Resources (TSX-V:
−Removed: From 2004 until 2011, Mr.
−Removed: Reynolds founded and served as Managing Director and Director of Mining House Ltd., a company providing consultancy and office support services, where he was responsible for identifying potential mining projects, coordinating the preliminary evaluations and securing the financing with a view to listing the company on the AIM, the TSX and the U.S.
−Removed: From 1998 until 2001, Mr.
−Removed: Reynolds served as the commercialization director for Probio, Inc., a company that commercialized intellectual property in the animal biotechnology fields including transgenesis and cloning research from the University of Hawaii, where his duties and responsibilities included managing legal and contract issues with the University of Hawaii, implementing patenting strategy, managing stockholder issues including a merger and its legal and contractual documentation, overseeing office management, monitoring budgetary concerns, and team building and recruitment.
−Removed: Furthermore, Mr.
−Removed: Reynolds held a junior management position in 1996 at Integrated Coffee Technologies, a genetically modified coffee company where he was responsible for business plan creation, office management, recruitment, and business development.
−Removed: From 1994 to 1995, Mr.
−Removed: Reynolds worked for Southern China Group, a mineral exploration company, where, as regional manager, he established operations in Hong Kong and Yunnan.
−Removed: Reynolds received a Bachelor of Commerce and an M.B.A.
−Removed: from the University of Western Australia.
−Removed: Our board of directors believes Mr.
−Removed: Reynolds brings the Company strong experience in management, structuring and strategic planning based on his over 30 years of entrepreneurial executive experience in the mining and biotechnology sectors and is qualified to serve as a director of the Company.
−Removed: MARTIN FAULKES serves as Executive Chairman of our board of directors.
−Removed: Faulkes has also served as a Manager of Volition Vet since August 7, 2019.
−Removed: Prior to completion of the transactions under the Share Exchange Agreement, Dr.
−Removed: Faulkes served as a Director of Singapore Volition from August 18, 2010 to December 15, 2015, and as Executive Chairman of the board of directors of Singapore Volition from March 22, 2011, to December 15, 2015.
−Removed: Faulkes also served as President of Volition Vet from August 7, 2019 to May 1, 2021 and as Director of Belgian Volition from August 10, 2011 to March 31, 2016.
−Removed: Since 1998, Dr.
−Removed: Faulkes has focused on charitable activities as the founder and sole benefactor of The Dill Faulkes Educational Trust, a U.K.
−Removed: registered charity, or DFET, where he serves as the Chairman.
−Removed: Prior to founding DFET, Dr.
−Removed: Faulkes founded Triad Plc., a computer software development company that provides systems and consultants to the business community, where he was a Director from 1987 to 1998, and responsible for controlling the company financially.
−Removed: From 1985 to 1987, he became Managing Director of System Programming Ltd., a company that provides computer programming for systems in businesses such as airlines, utility companies, banks, and insurance companies, where he was responsible for all aspects of the business.
−Removed: Prior to working for System Programming Ltd., Dr.
−Removed: Faulkes served from 1979 to 1984 as founder, President and Chief Executive Officer for Logica Inc., a company providing bespoke software to all industries but mainly banks and communications companies.
−Removed: Faulkes was responsible for all aspects of the business, including sales, finance, recruitment, staff management and project control.
−Removed: Faulkes has over 40 years of entrepreneurial and managerial experience as the founder and Chief Executive Officer of several software companies within the United Kingdom and the United States.
−Removed: Faulkes received a B.Sc.
−Removed: in Mathematics from Hull University and his Ph.D.
−Removed: in Mathematics from Queen Elizabeth College, University of London.
−Removed: Our board of directors believes that Dr.
−Removed: Faulkes is qualified to serve as a director of the Company based on his extensive experience in business development and management.
−Removed: PHILLIP BARNES serves as a director.
−Removed: Barnes is currently retired.
−Removed: Between 2009 and 2016, he served on the Board of Directors of a number of United Kingdom National Health Service, or NHS, hospitals both as Chief Medical Officer and Chief Executive Officer.
−Removed: Barnes was also involved in a number of national and regional advisory groups for the NHS and pharmaceutical industry.
−Removed: Prior to his career as a physician executive, Dr.
−Removed: Barnes was Consultant Neurologist at King’s College Hospital, London between 1995 and 2009, and Hon.
−Removed: Senior Lecturer in Neurology at King’s College London between 1999 and 2009.
−Removed: He served as Clinical Director for Neurology, a managerial and administrative role, between 1995 and 1998, and from 1998 until 2008 was Chief of Service of the King’s Neurosciences Centre, the United Kingdom’s largest Regional Neuroscience Centre.
−Removed: Barnes received a B.Sc.
−Removed: in Basic Medical Sciences, a Ph.D.
−Removed: in Anatomy and Neuroendocrinology from the University of London and a clinical medical degree (B.M.
−Removed: B.Ch.) from the University of Oxford.
−Removed: Our board of directors believes that Dr.
−Removed: Barnes is qualified to serve as a director of the Company based on his extensive experience both as a clinician and Board member within the United Kingdom’s NHS and related academic institutions.
−Removed: ALAN COLMAN serves as a director.
−Removed: Prior to completion of the transactions under the Share Exchange Agreement, Dr.
−Removed: Colman served as a Director of Singapore Volition from April 1, 2011 to December 15, 2015.
−Removed: Colman currently serves as chairman of the Scientific Advisory Board of Belgian Volition, a position he has held since April 5, 2011.
−Removed: Colman is currently an Associate at the Harvard University Department of Stem Cell and Regenerative Biology, and is also a director of Gaibian Associates Pte.
−Removed: Ltd., a consultancy company in Singapore.
−Removed: Until its acquisition by Vertex Pharmaceuticals, a biopharmaceuticals company, in October 2019, he served on the Scientific Advisory Board of Semma Therapeutics, Inc., a stem cell therapy company based in Cambridge, Massachusetts, a position he held since December 2014.
−Removed: From 2007 to 2013, Dr.
−Removed: Colman served as the Executive Director of the A*STAR Singapore Stem Cell Consortium, or A*STAR.
−Removed: Concurrently, Dr.
−Removed: Colman was Professor of Regenerative Medicine at King’s College, London, United Kingdom, from 2008 to 2009.
−Removed: Prior to joining the A*STAR, Dr.
−Removed: Colman was Chief Scientific Officer and then Chief Executive Officer for ES Cell International, a Singaporean human embryonic stem cell company, from 2002 to 2007.
−Removed: Colman was the research director at PPL Therapeutics in Edinburgh, United Kingdom., or PPL, from the late 1980s until 2002, where he was responsible for leading PPL’s research program strategy, also playing a role in PPL’s financing rounds, culminating in its listing on the London Stock Exchange in 1996.
−Removed: PPL attracted considerable media attention because of its participation in the technique of somatic nuclear transfer that led to the world’s first sheep cloned from an adult cell, Dolly, in 1996.
−Removed: Colman had a successful university career in the Universities of Oxford, Warwick, Birmingham, where he was Professor of Biochemistry, and London, as described above.
−Removed: Colman’s main current interest is the development of human disease models using induced pluripotent stem cells.
−Removed: Colman received a B.A., M.A.
−Removed: from Oxford University.
−Removed: Colman has extensive experience in the molecular biology field where he has worked in the production of transgenic livestock, somatic nuclear transfer, and human disease models.
−Removed: Our board of directors believes that Dr.
−Removed: Colman is qualified to serve as a director of the Company and a member of the Scientific Advisory Board based on his extensive experience in biochemistry, stem cell research and pathology
−Removed: EDWARD FUTCHER serves as a director.
−Removed: Since 1997, Dr.
−Removed: Futcher has held non-executive directorships with a variety of private companies.
−Removed: He co-founded Azima, Inc.
−Removed: in 2003, a company that provides advanced machine diagnosis to large industrial facilities and, from 2003 to 2008, served as its Vice President of Engineering with responsibility for the engineering, information technology and customer support groups.
−Removed: Prior to that, from 1997 to 2003, Dr.
−Removed: Futcher served as Vice President of Technology of interWAVE Communications International, Ltd., a company providing GSM and CDMA cellular infrastructure equipment, where he was responsible for operational management of acquisitions and interim management of the worldwide research and development organization.
−Removed: From 1997 to 1999, Dr.
−Removed: Futcher served as Vice President of Engineering of interWAVE Communications.
−Removed: From 1994 to 1997, Dr.
−Removed: Futcher was Director of Engineering at Tellabs, Inc., a telecommunications equipment supplier.
−Removed: Futcher received a B.S.
−Removed: in Physics from the University of London, as well as a post-graduate certificate in international securities, investment and banking from the ICMA Centre, University of Reading.
−Removed: Our board of directors believes that Dr.
−Removed: Futcher is qualified to serve as a director of the Company based on his extensive engineering, commercial and management experience in dynamic and fast-growing high technology companies, and his ability to provide strategic counsel in connection with the commercialization of the Nu.Q ® blood-based diagnostic platform.
−Removed: MICKIE HENSHALL serves as a director .
−Removed: Henshall currently serves as Chief Marketing Officer of REALM IDx, Inc.
−Removed: (formerly Konica Minolta Precision Medicine), the parent company of Ambry Genetics Corporation and Invicro, LLC, which is focused on pioneering developments in the field of integrated diagnostics by uniting genomics, imaging, radiology and pathology with advanced artificial intelligence to develop innovative healthcare solutions.
−Removed: In her current role, which she has held since October 2020, Ms.
−Removed: Henshall has been responsible for the corporate name change and rebranding, restructuring the marketing organization, supporting the company’s commercial expansion and implementing formal product development processes.
−Removed: Prior to joining REALM IDx, from April 2020 to October 2020, Ms.
−Removed: Henshall served as Chief Marketing Officer of Genomic Life, Inc., a health services company focused on expanding access to precision medicine.
−Removed: She was responsible for corporate strategy and marketing of the company’s paid benefit program, Cancer Guardian, which provides genetic risk insights and comprehensive genomic profiling with support services for those diagnosed with cancer.
−Removed: Prior to that, from 2017 to April 2020, Ms.
−Removed: Henshall was Vice President of Marketing at Agena Bioscience (now part of Mesa Laboratories, Inc.
−Removed: (NASDAQ:MLAB)), a molecular diagnostics company delivering instrument systems and assays for targeted analysis of genetic disease and variant profiling.
−Removed: Henshall led Agena’s Corporate Marketing, Product Management, Scientific Affairs, Custom Assay Services, and the regional marketing teams in China, Australia, and Germany.
−Removed: Between 2014 and 2017, Ms.
−Removed: Henshall served as Vice President of Marketing at Accriva Diagnostics, Inc., or Accriva, a hospital-focused, point-of-care cardiovascular diagnostics company, where she established a new marketing team, developed re-branding of Accriva’s point-of-care diagnostics products, generated a five-year portfolio roadmap and provided support in preparing Accriva for sale to Werfen Life.
−Removed: From 2010 to 2014, Ms.
−Removed: Henshall was Vice President of Marketing at Biotix, Inc, a supplier of laboratory consumables, where she managed all aspects of global marketing initiatives, including corporate branding, channel marketing, public relations, and sales training.
−Removed: From 2005 to 2010, Ms.
−Removed: Henshall had increasing levels of leadership roles at Illumina, Inc.
−Removed: (NASDAQ:ILMN), a global leader in genomic technologies, where she supported the company through many firsts, including developing its first diagnostic portfolio strategy, convening its first Diagnostic Advisory Board, onboarding its first diagnostics marketing team, and development and launch of its first FDA cleared system.
−Removed: Henshall is a marketing executive with over 20 years’ experience in developing and implementing marketing and sales strategies for the IVD, clinical and life science markets.
−Removed: Henshall holds a B.S.
−Removed: in Integrative Biology from the University of California, Berkeley.
−Removed: Our board of directors believes that Ms.
−Removed: Henshall is qualified to serve as a director of the Company based on her extensive marketing and commercial experience.
−Removed: GUY INNES serves as a director.
−Removed: Prior to completion of the transactions under the Share Exchange Agreement, Mr.
−Removed: Innes served as a Director of Singapore Volition, a position he held from August 18, 2010 to December 15, 2015.
−Removed: Innes has served as a non-executive Director on the boards of mineral exploration companies such as Carbon Mining PLC and Magellan Copper & Gold PLC, both from 2007 to 2010, and on the board of ProBio Inc., a company that commercialized intellectual property in the animal biotechnology fields including transgenesis and cloning research from the University of Hawaii, from 2000 to 2006.
−Removed: Innes had a long career in banking and private equity, including advisory roles with Quartz Capital Partners Limited, or Quartz, a small London based investment bank specializing in new technology companies, from 1997 to 2000, where Mr.
−Removed: Innes served as Head of Corporate Finance and was responsible for managing the corporate finance department and leading the transactions undertaken by Quartz including initial public offerings, private placements and mergers and acquisitions;
−Removed: Baring Private Equity Partners Limited, a private equity investment firm, in London and Singapore from 1995 to 1997, where he was involved in the setting up, recruiting of managers and capital raising for an Asian media and communications private equity fund;
−Removed: and Baring Brothers & Co.
−Removed: Limited, a London based international investment bank, in London and Paris from 1984 to 1995, where he was involved in executing and advising on national and international mergers and acquisitions, as well as initial public offerings and capital raising.
−Removed: Innes is a chartered accountant and a member of the Institute of Chartered Accountants in England and Wales.
−Removed: Innes has extensive experience in financing and managing technology companies.
−Removed: Innes received a B.Sc.
−Removed: in Geography from Bristol University.
−Removed: Our board of directors believes Mr.
−Removed: Innes is qualified to serve as a director of the Company based on his extensive technical, financial and managerial background.
−Removed: KIM NGUYEN serves as a director.
−Removed: Nguyen is currently Group Director, Asia Pacific Human Resources, or APAC HR, for the London Stock Exchange Group, a position she has held since November 2023.
−Removed: Between January 2022 and November 2023, Ms.
−Removed: Nguyen served as Vice President of International HR of Binance, a blockchain company.
−Removed: From September 2017 and January 2022, Ms.
−Removed: Nguyen served as Head of HR for Google Asia Pacific Pte.
−Removed: Prior to that, Ms Nguyen worked with Google UK Limited from April 2007 to September 2017, where she held a number of positions working across the Technology and Sales divisions across Europe and Latin America.
−Removed: Nguyen's HR career spans over 20 years in Technology, FinTech and Financial Services businesses.
−Removed: She has built and led large teams driving business transformation, corporate reorganization, workforce planning, crisis management, mergers and acquisitions, as well as driving HR strategy for new market expansion.
−Removed: She has worked across all international markets and has helped companies navigate culture and talent needs in a global setting, while meeting local labour law requirements.
−Removed: With experience in both multinational and start up environments she can competently operate in more established environments or build structures and programs from the ground up.
−Removed: Nguyen received a B.S.
−Removed: in Psychology Honors from the University of New South Wales, Sydney, Australia.
−Removed: Our board of directors believes that Ms.
−Removed: Nguyen is qualified to serve as a director of the Company based on her extensive experience within international labor law and practice, leadership and talent management development, organizational design and HR analytics.
−Removed: Identification of Executive Officers
−Removed: The following table sets forth the names and ages of the Company’s executive officers as of December 31, 2023.
−Removed: Position with the Company
−Removed: Role Held Since
−Removed: Cameron Reynolds
−Removed: October 6, 2011
−Removed: Chief Executive Officer
−Removed: October 6, 2011
−Removed: October 6, 2011
−Removed: Martin Faulkes
−Removed: Executive Chairman
−Removed: October 6, 2011
−Removed: October 6, 2011
−Removed: Chief Financial Officer
−Removed: February 1, 2021
−Removed: February 1, 2021
−Removed: Gaetan Michel
−Removed: Chief Operating Officer
−Removed: February 1, 2021
−Removed: Jacob Micallef
−Removed: Chief Scientific Officer
−Removed: January 1, 2015
−Removed: Gael Forterre
−Removed: Chief Commercial Officer
−Removed: February 1, 2021
−Removed: Nicholas Plummer
−Removed: Group General Counsel
−Removed: November 1, 2021
−Removed: Louise Batchelor
−Removed: Group Chief Marketing & Communications Officer
−Removed: September 12, 2022
−Removed: Rodney Rootsaert
−Removed: Corporate Secretary
−Removed: October 6, 2011
−Removed: Salvatore Thomas Butera
−Removed: Chief Executive Officer, Volition Vet
−Removed: Chief Executive Officer, Singapore Volition
−Removed: Term of Office
−Removed: Each officer serves for such term as determined by their employment agreement as approved by the board of directors or Compensation Committee.
−Removed: See “Item 11.
−Removed: Executive Compensation – Employment and Consulting Agreements.”
−Removed: Background and Business Experience of Executive Officers
−Removed: The business experience during the past five years of the executive officers is as follows:
−Removed: CAMERON REYNOLDS serves as our President and Chief Executive Officer and is a Director of the Company.
−Removed: Additional information regarding Mr.
−Removed: Reynolds is provided under “ Item 10.
−Removed: — Directors, Executive Officers and Corporate Governance – Background and Business Experience of Directors ” of this Report.
−Removed: MARTIN FAULKES serves as our Executive Chairman of our Board of directors.
−Removed: Additional information regarding Dr.
−Removed: Faulkes is provided under “ Item 10.
−Removed: — Directors, Executive Officers and Corporate Governance - Background and Business Experience of Directors ” of this Report.
−Removed: TERIG HUGHES serves as our Chief Financial Officer and Treasurer.
−Removed: He has also served as Chief Financial Officer and Treasurer of both Volition America since December 1, 2022, and of Volition Vet since March 17, 2023, as well as a Director of Volition Global Services since September 2, 2021.
−Removed: Between September 1, 2021 and August 8, 2022, Mr.
−Removed: Hughes served as a Director of Singapore Volition.
−Removed: Hughes joined the Company from AUM Biosciences Pte.
−Removed: Ltd., a fast-growing biotechnology company focused on developing novel drugs for cancer treatment, where he was the Chief Financial Officer based in Singapore, and oversaw all aspects of business and finance, from initial start-up in 2018 through to first revenue in 2020.
−Removed: Prior to 2018, Mr.
−Removed: Hughes held a number of senior finance and business leadership positions at Elsevier, a division of RELX Group plc (formerly Reed Elsevier), an FTSE 100 company.
−Removed: From 2014 to 2017, Mr.
−Removed: Hughes was the regional Managing Director of RELX Group plc for India and Southeast Asia, overseeing all aspects of the business including sales, marketing, and product development.
−Removed: From 2006 to 2014, he served as the company’s Finance Director for Asia Pacific, during which he managed and oversaw accounting and finance functions, including financial planning and analysis.
−Removed: During this period, he also oversaw a successful finance transformation project, which included systems implementation, transition to a shared-services model, and outsourcing of various work streams, as well as a number of mergers and acquisitions projects in China.
−Removed: From 2003 to 2006, Mr.
−Removed: Hughes was the Vice President Finance of Elsevier’s US Journals and Pharma Communications Division where he provided commercial support to senior management, oversaw implementation of internal control standards as required by the Sarbanes-Oxley Act of 2002, and managed the annual pricing process.
−Removed: Hughes has over 25 years of accounting, finance and business management experience gained through an international career spanning the United States, Europe and Asia.
−Removed: Hughes received a B.Sc.
−Removed: in Accounting and Law from De Montfort University, Leicester in the United Kingdom.
−Removed: GAETAN MICHEL serves as our Chief Operating Officer.
−Removed: In addition, Dr.
−Removed: Michel has served as Director and Chief Executive Officer of Volition America since November 16, 2021, as Chief Executive Officer and Manager of Volition Global Services since September 15, 2021 and September 1, 2021, respectively, as Manager and President of Volition Veterinary since August 7, 2019 and May 1, 2021, respectively, and as Chief Executive Officer and Manager of Belgian Volition since November 15, 2022.
−Removed: In addition, from June 22, 2015 to November 4, 2021, Dr.
−Removed: Michel served as Manager of Belgian Volition, from July 1, 2015 to September 14, 2021 as Chief Executive Officer of Belgian Volition, from August 14, 2020 to May 1, 2021 as Chief Executive Officer of Volition Veterinary, and from January 10, 2020 to October 23, 2020, as a Managing Director of Volition Germany.
−Removed: Michel also previously served as Belgian Volition’s Chief Operations Officer from July 2014 to June 2018.
−Removed: Michel has over ten years of experience in production management.
−Removed: Prior to joining Belgian Volition, from 2010 to 2014 Dr.
−Removed: Michel worked as production director for Bone Therapeutics SA (Euronext Brussels and Paris:
−Removed: BOTHE), a bone cell therapy-based pharmaceutical company, where his responsibilities included establishing two new production plants to commence manufacturing for two phase III clinical trials, developing quality systems for new products in negotiation with the Belgian health authorities, and establishing a product plant for an injectable medical device.
−Removed: From 2007 to 2010, Dr.
−Removed: Michel worked for KitoZyme, a global manufacturer of biopolymers of fungal origin with its core business in weight management, digestive and cardiovascular health.
−Removed: During this period, Dr.
−Removed: Michel established both the production and process development departments and oversaw the commencement of the company’s industrial phase culminating in the roll out of first products.
−Removed: Prior to joining KitoZyme, following the completion of his Ph.D.
−Removed: Michel joined Advanced Array Technologies, or AAT, a University of Namur spin-off company as project manager in proteomics.
−Removed: AAT later became Eppendorf Array Technologies, part of the German Eppendorf biotech company, where Dr.
−Removed: Michel became production manager and was involved in establishing production processes and equipment.
−Removed: Michel received a Ph.D.
−Removed: in Biochemistry from the University of Namur, Belgium.
−Removed: JACOB MICALLEF serves as our Chief Scientific Officer.
−Removed: Micallef previously served as a Director of Belgian Volition between August 10, 2011 and March 31, 2016.
−Removed: Prior to the Share Exchange Agreement, he served as Chief Scientific Officer of Belgian Volition from October 11, 2010 to December 31, 2014, but was not otherwise involved with Singapore Volition.
−Removed: Micallef joined Cronos Therapeutics Limited, or Cronos, a company developing oncology drugs, in 2004, and in 2006, Cronos was listed in the United Kingdom on the Alternative Investment Market, or AIM, becoming ValiRx plc, or ValiRx (AIM:VAL).
−Removed: Micallef continued to work as Technical Officer for ValiRx, where he in-licensed the Nucleosomics TM technology and co-founded ValiBio SA, which is now Belgian Volition.
−Removed: From 2004 to 2007, he taught “science and enterprise” to science research workers from four universities at CASS Business School before joining Cronos.
−Removed: Micallef co-founded Gene Expression Technologies, a company developing oncology drugs, where he successfully led the development of the chemistry of the GeneICE technology and implemented the manufacture of GeneICE molecules.
−Removed: He also played a major role in business development and procured a GeneICE contract with Bayer AG.
−Removed: Over a 15-year period, starting in 1985, Dr.
−Removed: Micallef worked for the World Health Organization, or WHO.
−Removed: While working for WHO, Dr.
−Removed: Micallef developed new diagnostic products in the areas of reproductive health and cancer.
−Removed: In 1990, he commenced development of a new diagnostic technology platform for WHO which was launched in 1992 and supported 13 tests.
−Removed: Micallef also initiated and implemented in-house manufacture, previously outsourced to Abbott Diagnostics Inc., and world-wide distribution of these products for WHO.
−Removed: Also, in 1990, he started a “not-for-profit” WHO company, Immunometrics Ltd., which marketed and distributed those diagnostic products worldwide.
−Removed: Micallef has over 20 years of experience in research and development and in the management of early-stage biotechnical companies, including the manufacture of biotechnology products and the establishment of manufacturing operations.
−Removed: Micallef received his M.B.A.
−Removed: from Imperial College, University of London and his Ph.D.
−Removed: from King’s College, University of London.
−Removed: GAEL FORTERRE serves as our Chief Commercial Officer.
−Removed: He has almost twenty years of experience investing in and scaling fast growing companies.
−Removed: Since October 2013, Mr.
−Removed: Forterre has served as the Managing Partner of Armori Capital Management, LLC, or Armori, an investment advisory firm.
−Removed: Forterre launched Armori in October 2013, for which he conducted a series of investments on behalf of family offices and institutional investors, and actively supported the growth of its portfolio companies.
−Removed: From December 2021 to February, 2024, Mr.
−Removed: Forterre served as a non-executive director for Integrated Wellness Acquisition Corp., a special purpose acquisition company.
−Removed: Forterre also served as the Chief Executive Officer of Ucroo Incorporated, or Ucroo (now Pathify Holdings, Inc.), a SaaS EdTech company, between January 2019 and December 2020, during which period he supervised the launch of its product suite and tripled sales two years in a row;
−Removed: he also served as its Chief Financial Officer between January 2018 and December 2018 and acted as its consultant from August 2017 to December 2017.
−Removed: Forterre also served as a board member of Ucroo between August 2019 and March 2021, and as a board member of ARTICLE22, a design-focused social enterprise that he co-founded in 2013, from July 2013 to June 2021.
−Removed: Between 2005 and 2012, Mr.
−Removed: Forterre worked in various positions including as a structurer, an analyst and a trader for BNP Paribas in the corporate and investment banking division, in both New York and Paris, where he was selected to join the top talent program.
−Removed: Forterre received an M.S.
−Removed: in finance from Sorbonne Paris I and a double M.B.A.
−Removed: from both Columbia Business School and the London Business School.
−Removed: NICHOLAS PLUMMER serves as our Group General Counsel.
−Removed: Plummer is a solicitor qualified in England.
−Removed: From 1995 to 2004, Mr.
−Removed: Plummer worked at the United Kingdom and international law firm Ashurst as a corporate lawyer, before moving into his first in-house role as General Counsel and Company Secretary of Ark Therapeutics Group PLC, a UK-listed biotech company, from 2004 to 2008.
−Removed: From 2013 to 2021, Mr.
−Removed: Plummer served as the EU Managing Counsel at Patheon, subsequently Pharma Services Group of Thermo Fisher Scientific, a contract drug developer and manufacturer.
−Removed: Plummer has over twenty-five years of legal experience in private practice and in-house roles, primarily in the healthcare sector.
−Removed: Plummer holds a LL.B.
−Removed: law degree (Hons) from Reading University and was admitted as a Solicitor to the Supreme Court of England and Wales in 1997.
−Removed: LOUISE BATCHELOR serves as our Group Chief Marketing and Communications Officer.
−Removed: Batchelor joined the Company in April 2016 from ACULD Limited, a strategic marketing consultancy specializing in healthcare where she served as director and owner since August 2011.
−Removed: From April 2006 to January 2009, Ms.
−Removed: Batchelor was the global brand marketing manager for Reckitt Benckiser Plc, a British, multinational consumer goods company, where she led the development of the global brand for the Lysol® germ protection range.
−Removed: From 2001 to 2009, Ms.
−Removed: Batchelor also served as the European business unit director for Reckitt Benckiser, based in Paris, France, where she was responsible for general management of the European business and led the European regulatory strategy and launch of multiple products.
−Removed: Prior to joining Reckitt Benckiser, Ms.
−Removed: Batchelor was a product manager, marketing executive, primary care field sales manager and a senior market research executive at Zeneca Pharmaceuticals Ltd in the United Kingdom, from August 1993 to October 2000.
−Removed: Batchelor has thirty years of global marketing, sales and leadership experience gained through an international career spanning the United States, Europe and the United Kingdom.
−Removed: Batchelor received a B.A.
−Removed: in business studies from Sheffield Hallam University.
−Removed: RODNEY ROOTSAERT serves as our Corporate Secretary.
−Removed: Prior to the completion of the transactions under the Share Exchange Agreement, he was the Administration and Legal Officer of Singapore Volition, a position he held since August 6, 2010.
−Removed: Rootsaert became a Director of Singapore Volition on December 15, 2015.
−Removed: He has been a Director and Secretary of Belgian Volition since October 4, 2010, a Director of Volition Diagnostics since November 13, 2015, Secretary of Volition Vet since August 7, 2019, and Secretary of Volition America since November 16, 2021.
−Removed: Between August 7, 2019 and March 17, 2023, Mr.
−Removed: Rootsaert served as Treasurer of Volition Vet.
−Removed: Rootsaert served as director and corporate secretary of Mining House Ltd., a company providing consultancy and office support services, between 2007 and 2018.
−Removed: His responsibilities included ensuring compliance with all relevant statutory and regulatory requirements.
−Removed: From 2007 until 2011, Mr.
−Removed: Rootsaert served as corporate secretary for Magellan Copper and Gold Plc., a mineral exploration company, where his duties included maintaining and preparing company documents, accounts and contracts.
−Removed: Rootsaert has over 15 years of experience in providing corporate, legal and administrative services.
−Removed: Rootsaert holds an LL.B.
−Removed: degree from the University of Western Australia.
−Removed: SALVATORE THOMAS BUTERA serves as the Chief Executive Officer of Volition Veterinary.
−Removed: Butera previously served as a Director of the Company between December 1, 2020 and March 25, 2021, before resigning in order to prepare to assume the role of Chief Executive Officer of Volition Veterinary, effective May 1, 2021.
−Removed: Between 2016 and April 2021, Dr.
−Removed: Butera served as Business Development Director at Veterinary Centers of America, or VCA, which is in the practice and business of veterinary medicine, part of Mars Veterinary Health, or (“Mars”), and was actively involved in business development roles with Mars, leading divisions such as Pet Partners, LLC, or PPL, Banfield Pet Hospitals and VCA, and serving as Co-Founder, Board Member and Chief Medical Officer of PPL prior to its acquisition by Mars.
−Removed: Butera received his B.A.
−Removed: from Fairfield University and his D.V.M.
−Removed: from the University of Missouri Veterinary School.
−Removed: JASMINE KWAY serves as the Chief Executive Officer of Singapore Volition.
−Removed: Kway previously served as Singapore Volition’s Vice President of Asia from January 2017 until June 2018.
−Removed: Prior to joining Singapore Volition, during 2016 Dr.
−Removed: Kway served as Chief Executive Officer of intellectual property practice at RHT i-Assets Advisory, or RHTiAA, one of the leading companies of the RHT Group of Companies and RHT Holdings, a Singapore-headquartered integrated leading professional services company providing professional services in Asia.
−Removed: While at RHTiAA, Dr.
−Removed: Kway was focused on managing buy-side and sell-side clients globally in technology and intellectual property transactions, business development, and fund raising.
−Removed: Prior to RHTiAA, Dr.
−Removed: Kway worked in both the private and public sectors, including as Executive Vice President, Business Development at Transpacific IP Group Limited, a full-service intellectual property company, from 2010 to 2015, and as Director of Industry Liaison of the National University of Singapore from 2005 to 2010.
−Removed: In these positions, Dr.
−Removed: Kway formulated and implemented national intellectual property policies, corporate intellectual property strategies and management, intellectual property and technology development, commercialization, fundraising, and investment.
−Removed: Kway received her Bachelor of Engineering (Honors) and Doctorate degrees from the National University of Singapore.
−Removed: CORPORATE GOVERNANCE
−Removed: Family Relationships
−Removed: We currently do not have any family relationships between any officers, directors, or director nominees of our Company.
−Removed: Involvement in Certain Legal Proceedings
−Removed: During the past ten years no director, executive officer or director nominee of VolitionRx has been involved in any legal proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K.
−Removed: Additionally, no director, executive officer or director nominee of VolitionRx is party to, or has any material interests in, any material legal proceedings that are adverse to the Company or its subsidiaries.
−Removed: Delinquent Section 16(a) Reports
−Removed: Section 16(a) of the Exchange Act requires our directors, executive officers and stockholders who own more than ten percent of any registered class of our equity securities registered pursuant to Section 12 of the Exchange Act, (“Reporting Persons”), to file with reports of ownership and reports of changes in ownership of securities with the SEC.
−Removed: Based solely on our review of the reports that have been filed by or on behalf of such Reporting Persons in this regard, and the representations made by our directors and executive officers to us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such Reporting Persons with respect to the fiscal year ended December 31, 2023, except for one late Form 4 reporting a transaction for Mickie Henshall.
−Removed: Code of Ethics
−Removed: We have adopted a Code of Ethics that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer.
−Removed: A copy of our Code of Ethics is available on our Company website at https://ir .volition.com/governance-documents.
−Removed: Amendments to our Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions, if any, will be posted on our website at https://ir .volition.com/governance-documents .
−Removed: We will disclose any waivers of provisions of our Code of Ethics that apply to such persons by disclosing such information on a Current Report on Form 8-K.
−Removed: Committees of the Board of Directors
−Removed: Our board of directors has established an Audit Committee, a Compensation Committee and a Nominations and Governance Committee.
−Removed: The Committees operate pursuant to written charters adopted by the board of directors, copies of which are available on our website at https://ir .volition.com/committee-charters .
−Removed: In addition, from time to time, our board of directors may establish special committees when necessary to address specific issues.
−Removed: The composition and functions of each of our Audit, Compensation and Nominations and Governance Committees are described below.
−Removed: Members serve on these committees until their resignation subject to each committee member’s annual re-election to our board of directors, or until otherwise determined by our board of directors.
−Removed: Audit Committee
−Removed: Our Audit Committee currently consists of four members, Mr.
−Removed: Innes (Chair), and Drs.
−Removed: Barnes, Colman and Futcher, each of whom has been determined to be an independent director under applicable SEC rules and the NYSE American Company Guide.
−Removed: The Audit Committee shall at all times be composed exclusively of directors who are, in the opinion of our board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
−Removed: The Audit Committee is responsible for, among other things:
−Removed: appointing, terminating, compensating and overseeing the work of any independent auditor engaged to prepare or issue an audit report or other audit, review or attest services;
−Removed: reviewing all audit and non-audit services to be performed by the independent auditor, taking into consideration whether the independent auditor’s provision of non-audit services to us is compatible with maintaining the independent auditor’s independence;
−Removed: reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes and internal controls and the audits of our financial statements;
−Removed: establishing and overseeing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by our employees regarding questionable accounting or auditing matters;
−Removed: investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisors as the Audit Committee deems necessary;
−Removed: determining compensation of the independent auditors and of advisors hired by the Audit Committee and ordinary administrative expenses;
−Removed: reviewing and discussing with management and the independent auditor the annual and quarterly financial statements prior to their release;
−Removed: monitoring and evaluating the independent auditor’s qualifications, performance and independence on an ongoing basis;
−Removed: reviewing reports to management prepared by the internal audit function, as well as management’s response;
−Removed: reviewing and assessing the adequacy of the Audit Committee’s formal written charter on an annual basis,
−Removed: reviewing risks relating to financial statements, the auditing and financial reporting process, liquidity risks and market risks;
−Removed: overseeing and reviewing the adequacy of the Company’s cybersecurity, information and technology security, and data privacy programs, procedures, and policies;
−Removed: reviewing and approving transactions with related persons for potential conflict of interest situations on an ongoing basis;
−Removed: overseeing such other matters that are specifically delegated to the Audit Committee by our board of directors from time to time.
−Removed: The board of directors has affirmatively determined that Mr.
−Removed: Innes is designated as an “Audit Committee financial expert.”
−Removed: Compensation Committee
−Removed: Our compensation committee consists of three members, Mss.
−Removed: Nguyen (Chair) and Henshall, and Dr.
−Removed: Barnes, each of whom has been determined to be an independent director under the NYSE American Company Guide.
−Removed: The compensation committee is responsible for, among other things:
−Removed: developing, reviewing, and approving our overall compensation programs for directors and officers, and regularly reporting to the full board of directors regarding the adoption of such programs;
−Removed: developing, reviewing and approving our cash and equity incentive plans, including approving individual grants or awards thereunder;
−Removed: reviewing and approving individual and company performance goals and objectives that may be relevant to the compensation of executive officers and other key employees;
−Removed: reviewing and discussing with management the tables and narrative discussion regarding executive officer and director compensation to be included in the annual proxy statement;
−Removed: reviewing and assessing periodically, the adequacy of the Compensation Committee’s formal written charter;
−Removed: preparing the annual Compensation Committee Report;
−Removed: approving the adoption of, and revisions to, or the termination of our Clawback and Forfeiture Policy;
−Removed: overseeing such other matters that are specifically delegated to the Compensation Committee by our board of directors from time to time.
−Removed: In fulfilling its responsibilities, the compensation committee has the authority to delegate any or all of its responsibilities to a subcommittee of the compensation committee.
−Removed: Nominations and Governance Committee
−Removed: Our nominations and governance committee consists of four members, Dr.
−Removed: Futcher (Chair), Mss.
−Removed: Nguyen and Henshall and Mr.
−Removed: Innes, each of whom has been determined to be an independent director under the NYSE American Company Guide.
−Removed: The nominations and governance committee is responsible for, among other things:
−Removed: identifying and screening candidates for our board of directors, and recommending nominees for election as directors;
−Removed: developing policies and procedures for identifying, evaluating, and recommending director candidates, including consideration of nominees recommended by stockholders;
−Removed: developing and recommending to the Board criteria for Board membership, which shall include specific minimum qualifications;
−Removed: assessing, on an annual basis, the performance of the board of directors and any committee thereof;
−Removed: reviewing the structure of the board of directors’ committees and recommending to the board of directors, for its approval, directors to serve as members of each committee, including each committee’s respective chair, if applicable;
−Removed: establishing and periodically review the Company’s succession plans for the Board and senior management positions;
−Removed: reviewing and assessing, on an annual basis, the adequacy of the Nominations and Governance Committee’s formal written charter;
−Removed: evaluating whether any position held or proposed to be held by any new or existing director would represent a conflict of interest with such director’s membership on the Board or any committee;
−Removed: assisting the Board in providing oversight and guidance with regard to sustainability and ESG matters, including by reviewing and evaluating the Company’s programs, practices, and reporting related to ESG issues and impacts to support the sustainable growth of the Company’s business;
−Removed: generally advising our board of directors on corporate governance and related matters including, without limitation, with respect to the Company’s Certificate of Incorporation, Bylaws and charters of other committees.
−Removed: Nominating Procedures
−Removed: The Nominations and Governance Committee considers candidates for the board of directors from any reasonable source, including stockholder recommendations.
−Removed: The committee will not evaluate candidates differently based on who has made the proposal.
−Removed: The committee has the authority under its charter to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating candidates.
−Removed: The Nominations and Governance Committee, and our board of directors, believe that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s stockholders.
−Removed: Each director must also be able to dedicate the time and resources sufficient to ensure the diligent performance of his or her duties.
−Removed: Further, our board of directors is intended to encompass a range of talents, experience, skills, backgrounds, and expertise sufficient to provide sound and prudent guidance with respect to the operations and interests of the Company and its stockholders.
−Removed: The Company values diversity and seeks to achieve a diversity of professional experiences, personal backgrounds, and personal characteristics, including race, ethnicity, age, gender and sexual orientation, on our board of directors, but no specific policy regarding board diversity has been adopted.
−Removed: We have adopted the Rooney Rule to increase diversity of board candidates for future elections.
−Removed: Stockholders who wish to suggest qualified candidates should write to the Chair of the Nominations and Governance Committee c/o VolitionRx Limited, 1489 West Warm Springs Road, Suite 110, Henderson, Nevada 89014, in accordance with the time periods and information requirements set forth in the Bylaws, specifying the name of the candidates and stating in detail the qualifications of such persons for consideration by the committee.
−Removed: A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation.
+Added: Insider Trading Policies and Procedures
+Added: The Company has an insider trading policy and procedures governing the purchase, sale and/or other dispositions of the Company’s securities that applies to all directors, officers, employees and certain other persons.
+Added: It is also the Company’s policy to take appropriate steps to comply with applicable federal and state securities laws and regulations, as well as applicable stock exchange listing standards, when the Company engages in transactions in the Company’s securities.
+Added: The Company believes that its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.
+Added: A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Report.
+Added: The remaining information required under this item is incorporated by reference from our definitive proxy statement related to our 2025 Annual Meeting of Stockholders, or the Proxy Statement, to be filed pursuant to Regulation 14A, on or before April 30, 2025.
EXECUTIVE COMPENSATION
−Removed: Summary Compensation Table
−Removed: The following table sets forth the principal positions of the named executive officers of the Company and the compensation awarded to, earned by or paid to such persons for all services rendered in all capacities to the Company and its subsidiaries, for the fiscal years ended December 31, 2023, and 2022.
−Removed: Option Awards
−Removed: All Other Compensation
−Removed: Name and Principal Position
−Removed: Cameron Reynolds
−Removed: President and Chief Executive Officer
−Removed: Gaetan Michel
−Removed: Chief Operating Officer
−Removed: Salvatore Thomas Butera
−Removed: Chief Executive Office, Volition Vet
−Removed: All option and warrant award amounts have been calculated based upon the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
−Removed: Information regarding assumptions made in valuing the option and warrant awards can be found in Note 8 of the “Notes to the Consolidated Financial Statements” included in Item 8 of this Report.
−Removed: The amounts disclosed do not necessarily reflect the dollar amounts of compensation actually realized, or that may be realized, by our named executive officers with respect to the options and warrants.
−Removed: Amounts listed include the value of granted performance-based restricted stock units not yet deemed earned.
−Removed: Reynolds’salary for the year ended December 31, 2023, was determined pursuant to the Reynolds Employment Agreement (for the period and as described in the section entitled Employment and Consulting Agreements ).
−Removed: The amount disclosed under Bonus reflects one month’s salary paid to Mr.
−Removed: Reynolds as a bonus for the year ended December 31, 2023, payable upon the achievement of certain specified corporate goals.
−Removed: On October 4, 2022, Mr.
−Removed: Reynolds was granted a restricted stock unit award for 89,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Mr.
−Removed: Reynolds’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: On October 4, 2022, Mr.
−Removed: Reynolds was also granted a restricted stock unit award for 200,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of ten consecutive trading days prior to October 4, 2025, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all.
−Removed: On September 28, 2023, Mr.
−Removed: Reynolds was granted a restricted stock unit award for 118,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Mr.
−Removed: Reynolds’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: On October 19, 2023, Mr.
−Removed: Reynolds was also granted a restricted stock unit award for 200,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all.
−Removed: The amounts disclosed under All Other Compensation consist of (i) reimbursement of $13,794 by Singapore Volition for the premiums of a health insurance policy for Mr.
−Removed: Reynolds and his dependents, plus $12,915 paid by Singapore Volition towards Mr.
−Removed: Reynolds’ personal pension scheme during the year ended December 31, 2023, and (ii) $19,125 in relocation expenses plus reimbursement of $9,715 by Singapore Volition for the premiums of a health insurance policy for Mr.
−Removed: Reynolds and his dependents, during the year ended December 31, 2022.
−Removed: These amounts were paid in Singapore Dollars at an average exchange rate of $0.74 USD to $1 SGD and of $0.73 USD to $1 SGD for the years ended December 31, 2023 and 2022, respectively.
−Removed: This amount was paid to PB Commodities Pte.
−Removed: Ltd., or PB Commodities, for the provision of the services of Mr.
−Removed: Reynolds as Group Chief Executive Officer, pursuant to the Reynolds Consulting Agreement (for the period and as described in the section entitled Employment and Consulting Agreements ).
−Removed: The amount disclosed under Fees includes a bonus, paid to PB Commodities upon the achievement of certain specified corporate goals,equal to (i) one month’s fees payable under the Reynolds Consulting Agreement for the year ended December 31, 2023, and (ii) two months’ fees payable under the Reynolds Consulting Agreement for the year ended December 31, 2022.
−Removed: Michel’s salary for the year ended December 31, 2023 and 2022, was determined pursuant to the Michel Employment Agreement (as described in the section entitled Employment and Consulting Agreements ).
−Removed: The amount disclosed under Bonus reflects two month’s salary paid to Dr.
−Removed: Michel as a bonus, upon the achievement of certain specified corporate goals, for each of the years ended December 31, 2023 and 2022, respectively.
−Removed: On October 4, 2022, Dr.
−Removed: Michel was granted a restricted stock unit award for 74,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr.
−Removed: Michel’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: On October 4, 2022, Dr.
−Removed: Michel was also granted a restricted stock unit award for 100,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of ten consecutive trading days prior to October 4, 2025, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all.
−Removed: On September 28, 2023, Dr.
−Removed: Michel was granted a restricted stock unit award for 101,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr.
−Removed: Michel’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: On October 19, 2023, Dr.
−Removed: Michel was also granted a restricted stock unit award for 100,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all.
−Removed: The amounts disclosed under All Other Compensation consist of (i) $19,184 paid by Volition America for the premiums of a health insurance policy for Dr.
−Removed: Michel and his dependents, plus $9,900 in contributions made by Volition America to Dr.
−Removed: Michel’s 401(k) pension plan during the year ended December 31, 2023, and (ii) $17,993 paid by Volition America for the premiums of a health insurance policy for Dr.
−Removed: Michel and his dependents, plus $9,150 in contributions made by Volition America to Dr.
−Removed: Michel’s 401(k) pension plan during the year ended December 31, 2022.
−Removed: These amounts were paid in Euros at an average exchange rate of $1.08 USD to €1 EUR and of $1.05 USD to €1 EUR for the years ended December 31, 2023 and 2022, respectively.
−Removed: This amount was paid to 3F Management SPRL, or 3F Management, for the provision of the services of Dr.
−Removed: Michel as Chief Executive Officer of Volition Global Services, pursuant to the Michel Consulting Agreement (as described in the section entitled Employment and Consulting Agreements ).
−Removed: The amount disclosed under Fees includes a bonus, paid to 3F Management upon the achievement of certain specified corporate goals, equal to two month’s fees payable under the Michel Consulting Agreement for each of the years ended December 31, 2023 and 2022, respectively.
−Removed: Butera’s salary for the years ended December 31, 2023 and 2022, was determined pursuant to the Butera Employment Agreement (as described in the section entitled Employment and Consulting Agreements ).
−Removed: The amount disclosed under Bonus reflects an annual cash bonus of up to 40% of his base salary.
−Removed: On October 4, 2022, Dr.
−Removed: Butera was granted a restricted stock unit award for 64,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr.
−Removed: Butera’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: On September 28, 2023, Dr.
−Removed: Butera was granted a restricted stock unit award for 85,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr.
−Removed: Butera’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: The amounts disclosed under All Other Compensation consist of (i) $6,000 paid by Volition Vet for the premiums of a health insurance policy for Dr.
−Removed: Butera and his dependents, plus $9,900 in contributions made by Volition Vet to Dr.
−Removed: Butera’s 401(k) pension plan during the year ended December 31, 2023, and (ii) $7,317 paid by Volition Vet for the premiums of a health insurance policy for Dr.
−Removed: Butera and his dependents, plus $9,150 in contributions made by Volition Vet to Dr.
−Removed: Butera’s 401(k) pension plan during the year ended December 31, 2022.
−Removed: Employment and Consulting Agreements
−Removed: Cameron Reynolds
−Removed: Effective December 1, 2020, Singapore Volition and PB Commodities, a Singapore corporation, entered into a Consulting Services Agreement, or the Reynolds Consulting Agreement.
−Removed: Pursuant to the terms of the Reynolds Consulting Agreement, Singapore Volition will make available the services of Mr.
−Removed: Reynolds, as Group Chief Executive Officer, to VolitionRx and its subsidiaries, pursuant to the services agreements entered into by and between Singapore Volition and VolitionRx or its subsidiaries.
−Removed: The term of the Reynolds Consulting Agreement is perpetual until terminated upon six months’ prior notice.
−Removed: The agreement includes a six-month non-compete following termination of the agreement.
−Removed: PB Commodities received a monthly fee of $50,994 SGD (increased from $48,450 SGD on May 1, 2022) in exchange for the services provided by Mr.
−Removed: Reynolds, subject to annual review and adjustment.
−Removed: Effective March 1, 2023, Mr.
−Removed: Reynolds entered into an Employment Agreement with Singapore Volition, or the Reynolds Employment Agreement, which superseded and replaced the Reynolds Consulting Agreement.
−Removed: Pursuant to the terms of the Reynolds Employment Agreement, Mr.
−Removed: Reynolds shall serve as Group Chief Executive Officer of Singapore Volition.
−Removed: Singapore Volition will also make available the services of Mr.
−Removed: Reynolds, as Group Chief Executive Officer, to VolitionRx and its other subsidiaries, pursuant to services agreements entered into by and between Singapore Volition and VolitionRx or its subsidiaries.
−Removed: In exchange for his services, Mr.
−Removed: Reynolds shall receive, among other things (i) $39,495 per month (increased from $37,525 on May 1, 2023) from Singapore Volition (subject to annual review and adjustment), (ii) payment of up to $1,500 per month towards the premiums of a health insurance policy for Mr.
−Removed: Reynolds and his dependents, (iii) payment of 3% of the aggregate of Mr.
−Removed: Reynolds’ salary and any cash bonus awards towards Mr.
−Removed: Reynolds’ personal pension scheme and (iv) a lump sum severance payment if terminated by Singapore Volition without cause (as per the agreement) equal to the salary that he would have received between the date of termination and the completion of a six-month notice period.
−Removed: The foregoing description of each of the Reynolds Consulting Agreement and the Reynolds Employment Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 21, 2020, and Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2023.
−Removed: Gaetan Michel
−Removed: On September 15, 2021, Dr.
−Removed: Michel entered into an Employment Agreement with Volition America, or the Michel Employment Agreement.
−Removed: Pursuant to the terms of the Michel Employment Agreement, Dr.
−Removed: Michel shall serve as Chief Operating Officer of Volition America.
−Removed: Volition America will also make available the services of Dr.
−Removed: Michel, as Chief Operating Officer, to VolitionRx and its other subsidiaries, pursuant to services agreements entered into by and between Volition America and VolitionRx or its subsidiaries.
−Removed: In exchange for his services, Dr.
−Removed: Michel shall receive (i) $30,873 per month (increased from $28,067 on May 1, 2023 and subject to annual review and adjustment);
−Removed: and (ii) a lump sum severance payment if terminated by Volition America without cause (as per the agreement) equal to the salary that he would have received between the date of termination and the completion of a three-month notice period.
−Removed: On September 15, 2021, Volition Global Services and 3F Management entered into a Consulting Services Agreement, or the Michel Consulting Agreement.
−Removed: Pursuant to the terms of the Michel Consulting Agreement, 3F Management will make available the services of Dr.
−Removed: Michel as Chief Executive Officer of Volition Global Services.
−Removed: 3F Management receives a monthly fee of €2,430 (increased from €2,210 on May 1, 2023) in exchange for the services provided by Dr.
−Removed: Michel, subject to annual review and adjustment.
−Removed: The foregoing description of each of the Michel Employment Agreement, and the Michel Consulting Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2021, and Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2021.
−Removed: Salvatore Thomas Butera
−Removed: Effective May 1, 2021, Dr.
−Removed: Butera entered into an Employment Agreement with Volition Vet, or the Butera Employment Agreement.
−Removed: Pursuant to the terms of the Butera Employment Agreement, Dr.
−Removed: Butera shall serve as Chief Executive Officer of Volition Vet.
−Removed: In exchange for his services, Dr.
−Removed: Butera shall receive (i) $28,198 per month (increased from $26,792 on May 1, 2023 and subject to annual review and adjustment);
−Removed: (ii) an annual cash bonus of up to 40% of his base salary unless raised by the VolitionRx Board of Directors, its Compensation Committee or the Company’s Board of Managers, as applicable, and (iii) a lump sum severance payment if terminated by Volition Vet without cause (as per the agreement) equal to the salary that he would have received between the date of termination and the completion of a two-month notice period.
−Removed: The foregoing description of the Butera Employment Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2021.
−Removed: Outstanding Equity Awards
−Removed: The following table summarizes the outstanding restricted stock unit awards for our named executive officers as of the fiscal year ended December 31, 2023.
−Removed: OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
−Removed: Equity Incentive Plan Awards:
−Removed: Restricted Stock Units (RSUs)
−Removed: # of Shares, units or other rights unvested
−Removed: Market value of shares, units or other rights unvested
−Removed: Cameron Reynolds
−Removed: October 04, 2022
−Removed: October 04, 2022
−Removed: September 28, 2023
−Removed: October 19, 2023
−Removed: Gaetan Michel
−Removed: October 04, 2022
−Removed: October 04, 2022
−Removed: September 28, 2023
−Removed: October 19, 2023
−Removed: Salvatore Thomas Butera
−Removed: October 04, 2022
−Removed: September 28, 2023
−Removed: The market value of unvested restricted stock unit awards as of December 31, 2023, is calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on December 29, 2023, the last trading day of the year, which was $0.717 per share.
−Removed: These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2022, and June 30, 2023, and also subject to time-based vesting.
−Removed: The performance goals were deemed met on October 13, 2022, January 12, 2023 and July 5, 2023, resulting in an aggregate of 100% of the rights to the referenced restricted stock units vesting.
−Removed: Upon meeting the performance goals, 29,667 of the restricted stock units vested on October 4, 2023.
−Removed: The balance of 59,333 restricted stock units shall vest in two installments of 29,667 and 29,666 units on each of October 4, 2024 and 2025.
−Removed: Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
−Removed: These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of ten consecutive trading days prior to October 4, 2025.
−Removed: Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target.
−Removed: Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
−Removed: These restricted stock units were awarded on September 28, 2023 subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2023 and June 30, 2024, and also subject to time-based vesting.
−Removed: On January 24, 2024 certain of the performance goals were deemed to have been timely met resulting in vesting of rights with respect to 50,150 restricted stock units.
−Removed: Upon meeting the performance goals, the restricted stock units are further subject to a 3-year time-based vesting schedule, vesting in three installments of approximately one-third on each of September 28, 2024, 2025 and 2026, respectively.
−Removed: Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
−Removed: These restricted stock units were awarded on October 19, 2023, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026.
−Removed: Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target.
−Removed: Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
−Removed: These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2022 and June 30, 2023, and also subject to time-based vesting.
−Removed: The performance goals were deemed met on October 13, 2022, January 12, 2023 and July 5, 2023, resulting in an aggregate of 100% of the rights to the referenced restricted stock units vesting.
−Removed: Upon meeting the performance goals, 24,667 of the restricted stock units vested on October 4, 2023.
−Removed: The balance of 49,333 restricted stock units shall vest in two installments of 24,667 and 24,666 units on each of October 4, 2024 and 2025.
−Removed: Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
−Removed: These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of ten consecutive trading days prior to October 4, 2025.
−Removed: Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target.
−Removed: Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
−Removed: These restricted stock units were awarded on September 28, 2023 subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2023 and June 30, 2024, and also subject to time-based vesting.
−Removed: On January 24, 2024, certain of the December 2023 performance goals were deemed to have been timely met, resulting in the vesting of rights with respect to 42,925 restricted stock units.
−Removed: Upon meeting the performance goals, the restricted stock units are further subject to a 3-year time-based vesting schedule, vesting in three installments of approximately one-third on each of September 28, 2024, 2025 and 2026, respectively.
−Removed: Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
−Removed: These restricted stock units were awarded on October 19, 2023, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026.
−Removed: Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target.
−Removed: Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
−Removed: These restricted stock units were awarded on May 1, 2021, subject to a 3-year time-based vesting schedule, vesting in three installments of approximately 50,000 restricted stock units on each of May 1, 2022, 2023 and 2024, respectively.
−Removed: 50,000 of the restricted stock units vested on each of May 1, 2022 and 2023, respectively.
−Removed: The balance of 50,000 restricted stock units shall vest on May 1, 2024.
−Removed: Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
−Removed: These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2022 and June 30, 2023, and also subject to time-based vesting.
−Removed: The performance goals were deemed met on October 13, 2022, January 12, 2023 and July 5, 2023, resulting in an aggregate of 100% of the rights to the referenced restricted stock units vesting.
−Removed: Upon meeting the performance goals, 21,334 of the restricted stock units vested on October 4, 2023.
−Removed: The balance of 42,666 restricted stock units shall vest in two equal installments of on each of October 4, 2024 and 2025.
−Removed: Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
−Removed: These restricted stock units were awarded on September 28, 2023 subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2023 and June 30, 2024, and also subject to time-based vesting.
−Removed: On January 24, 2024 certain of the December 2023 performance goals were deemed to have been timely met, resulting in the vesting of rights with respect to 36,125 restricted stock units.
−Removed: Upon meeting the performance goals, the restricted stock units are further subject to a 3-year time-based vesting schedule, vesting in three installments of approximately one-third on each of September 28, 2024, 2025 and 2026, respectively.
−Removed: Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
−Removed: The following table sets forth the outstanding stock option awards for our named executive officers as of the fiscal year ended December 31, 2023.
−Removed: Stock Options
−Removed: Options Exercisable (#)
−Removed: Options Expiration Date
−Removed: Cameron Reynolds
−Removed: July 23, 2015
−Removed: July 23, 2025
−Removed: April 15, 2016
−Removed: April 15, 2026
−Removed: March 30, 2017
−Removed: March 30, 2027
−Removed: January 23, 2018
−Removed: January 23, 2028
−Removed: February 11, 2019
−Removed: February 11, 2025
−Removed: April 13, 2020
−Removed: April 13, 2030
−Removed: August 03, 2021
−Removed: August 03, 2031
−Removed: Gaetan Michel
−Removed: July 23, 2015
−Removed: July 23, 2025
−Removed: October 04, 2021
−Removed: October 04, 2031
−Removed: Salvatore Thomas Butera
−Removed: August 03, 2021
−Removed: August 03, 2031
−Removed: On July 23, 2015, Mr.
−Removed: Reynolds was granted an option to purchase 55,000 shares of common stock of VolitionRx under the 2011 Equity Incentive Plan, or the 2011 Plan, vesting in full on the six-month anniversary of the date of grant.
−Removed: In December 2018, the board of directors amended the terms of the option to extend the expiration date of the vested installment from four years from the vesting date to five years and six months from the vesting date, or July 23, 2021.
−Removed: In July 2021, the board of directors further amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or July 23, 2025).
−Removed: On April 15, 2016, Mr.
−Removed: Reynolds was granted an option to purchase 125,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant.
−Removed: In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or April 15, 2026).
−Removed: On March 30, 2017, Mr.
−Removed: Reynolds was granted an option to purchase 100,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant.
−Removed: In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or March 30, 2027).
−Removed: On January 23, 2018, Mr.
−Removed: Reynolds was granted an option to purchase 75,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant.
−Removed: In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or January 23, 2028).
−Removed: On February 11, 2019, Mr.
−Removed: Reynolds was granted an option to purchase 50,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant.
−Removed: This option expires six years from the date of grant (or February 11, 2025).
−Removed: On April 13, 2020, Mr.
−Removed: Reynolds was granted an option to purchase 85,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant.
−Removed: In December 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or April 13, 2030).
−Removed: On August 3, 2021, Mr.
−Removed: Reynolds was granted an option to purchase 91,486 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant.
−Removed: The performance goals were deemed met on April 7, 2022, and June 23, 2022 respectively, resulting in the rights to the referenced options vesting.
−Removed: Upon meeting the performance goals, 50% of the options vested on August 3, 2022, and August 3, 2023, respectively.
−Removed: On July 23, 2015, Dr.
−Removed: Michel was granted an option to purchase 2,000 shares of common stock of VolitionRx under the 2011 Plan, vesting in full on the six-month anniversary of the date of grant.
−Removed: In December 2018, the board of directors amended the terms of the option to extend the expiration date of the vested installment from four years from the vesting date to five years and six months from the vesting date, or July 23, 2021.
−Removed: In July 2021, the board of directors further amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or July 23, 2025).
−Removed: On October 4, 2021, Dr.
−Removed: Michel was granted an option to purchase 73,360 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant.
−Removed: The performance goals were deemed met on April 7, 2022, and June 23, 2022 respectively, resulting in the rights to the referenced options vesting.
−Removed: Upon meeting the performance goals, 50% of the options vested on October 4, 2022, and October 4, 2023, respectively.
−Removed: On August 3, 2021, Dr.
−Removed: Butera was granted an option to purchase 52,400 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant.
−Removed: The performance goals were deemed met on April 7, 2022, and June 23, 2022 respectively, resulting in the rights to the referenced options vesting.
−Removed: Upon meeting the performance goals, 50% of the options vested on August 3, 2022, and August 3, 2023, respectively.
−Removed: Long-Term Incentive Plans
−Removed: Since July 1, 2021, we have offered to our eligible U.S.-based salaried employees, including our U.S.-based named executive officers, a customary, tax-qualified defined contribution retirement (401(k)) plan.
−Removed: For 2022, we provided a company match on employee contributions of 100% on the first 3% of an employee’s pay, which we believe to be in line with prevailing practices for major U.S.
−Removed: corporations.
−Removed: Volition Diagnostics operates a Group Personal Pension Plan, or the Pension Plan, and makes defined monthly contributions into a separate fund on behalf of its eligible United Kingdom employees, as required by the Pensions Act 2008 (UK).
−Removed: Certain of the Company’s executive officers who are based in the United Kingdom are eligible to participate in the Pension Plan.
−Removed: Volition Diagnostics contributes five percent of the gross salary paid to those of its eligible employees to the Pension Plan.
−Removed: Those eligible employees are also required to contribute to the Pension Plan.
−Removed: All risks associated with this type of plan are assumed by the employees.
−Removed: The Pension Plan was effective commencing April 6, 2017.
−Removed: Other than the foregoing, there are no arrangements or plans in which VolitionRx or its direct or indirect subsidiaries provides pension, retirement or similar benefits for directors or executive officers.
−Removed: Severance and Change of Control Benefits
−Removed: In the event of a termination of employment under certain circumstances, the named executive officers are entitled to severance payments as detailed in the section of this Proxy Statement entitled Employment and Consulting Agreements.
−Removed: Additionally, under certain circumstances involving a change in control, merger, sale of all or substantially all of our assets or other similar corporate transaction, where the successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute awards, then the vesting of unvested awards will accelerate pursuant to the terms of the 2015 Plan.
−Removed: Compensation of Directors
−Removed: The following table sets forth the compensation paid to the directors of VolitionRx for the fiscal year ended December 31, 2023 other than directors who also served as named executive officers.
−Removed: No executive officer is paid compensation for his role as a director.
−Removed: There are no employment agreements by and between the Company and the non-employee directors.
−Removed: Director Compensation Table
−Removed: Fees Earned or Paid In Cash
−Removed: Option Awards
−Removed: All Other Compensation
−Removed: Martin Faulkes
−Removed: Phillip Barnes
−Removed: Richard Brudnick
−Removed: Edward Futcher
−Removed: Mickie Henshall
−Removed: Amounts listed include the value of granted performance-based restricted stock units not yet deemed earned.
−Removed: The restricted stock units granted to all directors (except Mr.
−Removed: Brudnick) on September 28, 2023, had share prices of $0.70.
−Removed: All option awards have been calculated based upon the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
−Removed: The Company has calculated the estimated fair market value of these options granted on August 3, 2021, using the Black-Scholes model and the following assumptions:
−Removed: term 5.5 years;
−Removed: exercise price:
−Removed: 69.13% volatility;
−Removed: 1.19% risk-free rate, and no forfeiture rate.
−Removed: The amounts disclosed do not necessarily reflect the dollar amounts of compensation actually realized, or that may be realized, by our directors with respect to the options.
−Removed: On March 7, 2017, Dr.
−Removed: Faulkes entered into an Employment Agreement with Volition Diagnostics, or the Faulkes Employment Agreement, which took effect on April 1, 2017.
−Removed: Volition Diagnostics agreed to make available to VolitionRx the services of Dr.
−Removed: Faulkes as Executive Chairman of the board of directors of VolitionRx, pursuant to a services agreement entered into by and between Volition Diagnostics and VolitionRx and subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents.
−Removed: The Faulkes Employment Agreement continues until terminated by either party providing not less than three months’ notice and provides for a six month non-compete following termination.
−Removed: In exchange for his services, Dr.
−Removed: Faulkes received, among other things, (i) £14,034 per month from Volition Diagnostics (increased from £13,334 per month on May 1, 2023);
−Removed: and (ii) a severance payment if terminated by Volition Diagnostics (except in limited circumstances specified in the Faulkes Employment Agreement that generally constitute cause, such as a repeated breach of the Agreement) equal to the salary that he would have received between the date of termination and the completion of a three month notice period less income tax and National Insurance contributions, payable in equal monthly installments during such notice period.
−Removed: With respect to any severance payment, Dr.
−Removed: Faulkes has an obligation to seek alternative income during the remainder of the notice period and any such income received would offset the severance payment amount.).
−Removed: The foregoing description of the Faulkes Employment Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed March 10, 2017.
−Removed: On September 28, 2023, Dr.
−Removed: Faulkes was granted a restricted stock unit award for 53,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr.
−Removed: Faulkes’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: On October 19, 2023, Dr.
−Removed: Faulkes was also granted a restricted stock unit award for 50,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of 30 consecutive trading days prior to October 19, 2026, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all.
−Removed: The amount disclosed under All Other Compensation reflects two months’ salary paid to Dr.
−Removed: Faulkes as a bonus for the year ended December 31, 2023, payable upon the achievement of certain specified corporate goals.
−Removed: On October 9, 2019, Dr.
−Removed: Barnes entered into an Independent Director Agreement with VolitionRx, or the Barnes Independent Director Agreement, pursuant to which Dr.
−Removed: Barnes will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents.
−Removed: In exchange for his services, Dr.
−Removed: Barnes received $10,840 per calendar quarter.
−Removed: The foregoing description of the Barnes Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015.
−Removed: On September 28, 2023, Dr.
−Removed: Barnes was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr.
−Removed: Barnes’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: On March 25, 2021, Mr.
−Removed: Brudnick entered into an Independent Director Agreement with VolitionRx, or the Brudnick Independent Director Agreement, pursuant to which Mr.
−Removed: Brudnick will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents.
−Removed: In exchange for his services, Mr.
−Removed: Brudnick received $10,840 per calendar quarter, pro-rated for length of service.
−Removed: The foregoing description of the Brudnick Independent Director Agreement does not purport to summary all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015.
−Removed: Effective June 28, 2023, Mr.
−Removed: Brudnick resigned from the Board of VolitionRx.
−Removed: Brudnick’s (i) options to purchase 4,317 shares of common stock and 17,343 restricted stock units expired unvested upon his resignation;
−Removed: and (ii) further options to purchase 4,317 shares of common stock expired on September 28, 2023.
−Removed: On March 31, 2015, Dr.
−Removed: Colman entered into an Independent Director Agreement with VolitionRx, or the Colman Independent Director Agreement, pursuant to which Dr.
−Removed: Colman will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents.
−Removed: In exchange for his services, Dr.
−Removed: Colman received $16,261 per calendar quarter.
−Removed: The foregoing description of the Colman Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015.
−Removed: On September 28, 2023, Dr.
−Removed: Colman was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr.
−Removed: Colman’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: On June 23, 2016, Dr.
−Removed: Futcher entered into an Independent Director Agreement with VolitionRx, or the Futcher Independent Director Agreement, pursuant to which Dr.
−Removed: Futcher will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents.
−Removed: In exchange for his services, Dr.
−Removed: Futcher received $10,840 per calendar quarter.
−Removed: The foregoing description of the Futcher Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015.
−Removed: On September 28, 2023, Dr.
−Removed: Futcher was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr.
−Removed: Futcher’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: On August 15, 2022, Ms.
−Removed: Henshall entered into an Independent Director Agreement with VolitionRx, or the Henshall Independent Director Agreement, pursuant to which Ms.
−Removed: Henshall will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents.
−Removed: At this time, Ms.
−Removed: Henshall has elected to not receive any cash compensation in exchange for her services.
−Removed: The foregoing description of the Henshall Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015.
−Removed: On September 28, 2023, Ms.
−Removed: Henshall was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Ms.
−Removed: Henshall’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: On March 31, 2015, Mr.
−Removed: Innes entered into an Independent Director Agreement with VolitionRx, or the Innes Independent Director Agreement, pursuant to which Mr.
−Removed: Innes will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents.
−Removed: In exchange for his services, Mr.
−Removed: Innes received $10,840 per calendar quarter.
−Removed: The foregoing description of the Innes Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015.
−Removed: On September 28, 2023, Mr.
−Removed: Innes was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Mr.
−Removed: Innes’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: On March 25, 2021, Ms.
−Removed: Nguyen entered into an Independent Director Agreement with VolitionRx, or the Nguyen Independent Director Agreement, pursuant to which Ms.
−Removed: Nguyen will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents.
−Removed: In exchange for her services, Ms.
−Removed: Nguyen received $10,840 per calendar quarter.
−Removed: The foregoing description of the Nguyen Independent Director Agreement does not purport to summary all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015.
−Removed: On September 28, 2023, Ms.
−Removed: Nguyen was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Ms.
−Removed: Nguyen’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.
−Removed: Stockholder Recommendations to the Board of Directors
−Removed: Stockholders can direct communications to our Secretary, Rodney Rootsaert, at our executive offices, located at 1489 West Warm Springs Road, Suite 110, Henderson, Nevada 89014.
−Removed: However, while we appreciate all comments from stockholders, we may not be able to individually respond to all communications.
−Removed: We attempt to address stockholder questions and concerns in our press releases and documents filed with the SEC so that all stockholders have access to information about us at the same time.
−Removed: Rootsaert collects and evaluates all stockholder communications.
−Removed: All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.
+Added: The information required under this item is incorporated herein by reference from the Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
−Removed: Security Ownership of Management
−Removed: The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of March 15, 2024, by:
−Removed: (i) each of our directors and director nominees, (ii) each of our named executive officers;
−Removed: (iii) all of our directors and director nominees, and executive officers as a group;
−Removed: and (iv) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.
−Removed: We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.
−Removed: Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security.
−Removed: A person is also deemed to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within sixty (60) days.
−Removed: Under these rules more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
−Removed: Unless otherwise indicated below, to the best of our knowledge (i) each beneficial owner named in the table has the sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable, and (ii) the address of such beneficial owner is 1489 West Warm Springs Road, Suite 110, Henderson, Nevada 89014.
−Removed: Name and Address of Beneficial Owner
−Removed: Amount and Nature of Beneficial Ownership
−Removed: Percent of Class
−Removed: Directors and Named Executive Officers:
−Removed: Phillip Barnes
−Removed: Salvatore Thomas Butera
−Removed: Martin Faulkes
−Removed: Edward Futcher
−Removed: Mickie Henshall
−Removed: Gaetan Michel
−Removed: Thi Kim-Lien Nguyen
−Removed: Cameron Reynolds
−Removed: All Executive Officers and Directors as a Group (17 Persons)
−Removed: 5% Stockholders:
−Removed: Eight Corporation Limited
−Removed: c/o Crowe Morgan
−Removed: George's Street
−Removed: Douglas, Isle of Man IM1 1 AF
−Removed: United Kingdom
−Removed: For purposes of the table, the percent of class is based upon 82,068,442 shares of our common stock issued and outstanding as of March 15, 2024.
−Removed: Shares of common stock subject to stock options or warrants currently exercisable, or exercisable within 60 days of March 15, 2024, and restricted stock units which may be settled within 60 days of March 15, 2024, are deemed beneficially owned and outstanding for computing the percentage ownership of the person or entity holding such securities, but are not considered outstanding for computing the percentage ownership of any other person or entity.
−Removed: Barnes’ beneficial ownership includes direct ownership of (i) 14,686 shares of common stock and (ii) options to purchase 23,635 shares of common stock that are exercisable within 60 days.
−Removed: Butera’s beneficial ownership includes direct ownership of (i) 185,557 shares of common stock, (ii) options to purchase 52,400 shares of common stock that are exercisable within 60 days and (iii) restricted stock units for 50,000 shares of common stock that may be settled within 60 days.
−Removed: Colman’s beneficial ownership includes direct ownership of (i) 168,279 shares of common stock and (ii) options to purchase 147,953 shares of common stock that are exercisable within 60 days.
−Removed: Faulkes’ beneficial ownership includes direct ownership of (i) 1,591,682 shares of common stock and (ii) options to purchase 419,457 shares of common stock that are exercisable within 60 days.
−Removed: Faulkes’ beneficial ownership also includes indirect ownership of 356,000 shares of common stock held directly by The Dill Faulkes Educational Trust Limited, or DFET.
−Removed: Faulkes serves as the chairman, director and trustee of DFET and shares voting and dispositive control over such shares.
−Removed: On December 8, 2015, Dr.
−Removed: Faulkes pledged 12,500 shares to secure a loan.
−Removed: Futcher’s beneficial ownership includes direct ownership of (i) 61,936 shares of common stock and (ii) options to purchase 63,635 shares of common stock that are exercisable within 60 days.
−Removed: Futcher’s beneficial ownership also includes indirect ownership of 356,000 shares of common stock held directly by DFET.
−Removed: Futcher serves as a director and a trustee of DFET and shares voting and dispositive control over such shares.
−Removed: Henshall’s beneficial ownership consists of direct ownership of 11,206 shares of common stock.
−Removed: Innes’ beneficial ownership includes direct ownership of (i) 617,161 shares of common stock and (ii) options to purchase 143,635 shares of common stock that are exercisable within 60 days.
−Removed: Innes’ beneficial ownership also includes indirect ownership of (x) 618,014 shares of common stock held directly by Mr.
−Removed: Innes’ children, (y) 1,000,000 shares of Company common stock held beneficially owned by The Innes Family Bare Trust 2023, which is a separate legal entity, of which the Mr.
−Removed: Innes is the Trustee, for the benefit of his children, and (z) 356,000 shares of common stock held directly by DFET.
−Removed: Innes serves as a director and a trustee of DFET and shares voting and dispositive control over such shares.
−Removed: Michel’s beneficial ownership includes direct ownership of (i) 48,252 shares of common stock and (ii) options to purchase 75,360 shares of common stock that are exercisable within 60 days.
−Removed: Nguyen’s beneficial ownership includes direct ownership of (i) 27,186 shares of common stock and (ii) options to purchase 8,635 shares of common stock that are exercisable within 60 days.
−Removed: Nguyen’s beneficial ownership also includes indirect ownership of 30,556 shares of common stock held directly by Ms.
−Removed: Nguyen’s spouse.
−Removed: Reynolds’ beneficial ownership includes direct ownership of (i) 1,245,185 shares of common stock and (ii) options to purchase 581,486 shares of common stock that are exercisable within 60 days.
−Removed: Reynolds’ beneficial ownership also includes indirect ownership of (x) 34,076 shares of common stock held directly by Mr.
−Removed: Reynolds’ spouse and (y) 1,007,718 shares of common stock held directly by Concord International, Inc., of which Mr.
−Removed: Reynolds is the majority stockholder and shares voting and dispositive control over such shares.
−Removed: The number of executive officers, directors as a group includes 2 executive officers of the Company’s subsidiaries.
−Removed: The amount beneficially owned by the executive officers, directors as a group consists of an aggregate of (i) 7,703,955 shares of common stock, (ii) options to purchase 2,997,102 shares of common stock that are exercisable within 60 days, (iii) restricted stock units for 50,000 shares of common stock that may be settled within 60 days, and (iii) warrants to purchase 310,000 shares of common stock that are exercisable within 60 days.
−Removed: Based on the information contained in the Form 4 filed with the SEC on January 3, 2024, Eight Corporation Limited, or Eight, which is a director of Cotterford Company Limited, (“Cotterford”), and Hever Investments Limited, or Hever, together beneficially owns 12,005,332 shares of common stock, including those held by Cotterford and Hever.
−Removed: Amy Slee, is a director of Eight and Hever and holds dispositive and voting control over the shares of common stock beneficially owned by Cotterford and Hever.
−Removed: Changes in Control
−Removed: We are not aware of any arrangements that have resulted, or may at a subsequent date result, in a change in control of the Company.
−Removed: Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: Under the 2015 Plan, we may grant incentive awards, including options, restricted stock, stock bonuses, stock appreciation rights, restricted stock units or performance awards, to any qualified employee, officer, director, consultant or other service provider that provides services to us or any of our affiliates.
−Removed: An aggregate of 9,700,000 shares of our common stock are reserved for issuance under the 2015 Plan.
−Removed: The purpose of the 2015 Plan is to provide additional incentives to eligible participants to devote their utmost effort and skill to the advancement and betterment of the registrant, by providing them an opportunity to participate in the ownership of the registrant and thereby have an interest in the success and increased value of the Company.
−Removed: The 2015 Plan replaced the 2011 Plan which was approved by the stockholders.
−Removed: No further grants will be made under the 2011 Plan.
−Removed: The following table sets forth information about the securities authorized for issuance under our equity compensation plans as of December 31, 2023.
−Removed: Plan Category
−Removed: Number of Securities to be issued upon exercise of outstanding options, warrants and rights
−Removed: Weighted-average exercise price of outstanding options, warrants and rights
−Removed: Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
−Removed: Equity compensation plans approved by security holders:
−Removed: 2011 Equity Incentive Plan
−Removed: 2015 Equity Incentive Plan
−Removed: Equity compensation plans not approved by security holders (2)
−Removed: The weighted-average exercise price does not take into account 3,634,952 shares of common stock issuable upon vesting of outstanding restricted stock units, which have no exercise price.
−Removed: Consists of warrants to purchase (i) 414,000 shares of the Company’s common stock issued as a material inducement to certain employees for entering into employment with the Company and/or its subsidiaries;
−Removed: and (ii) 448,500 shares of the Company’s common stock issued as compensation to the representative of the underwriters pursuant to an underwritten public offering.
−Removed: The aggregate number of warrants issued to employees is comprised of (a) 125,000 shares that vested as of January 1, 2022 and expire on January 1, 2027, with an exercise price of $3.95 per share, (b) 185,000 shares that vested as of February 1, 2022 and expire on February 1, 2027, with an exercise price of $4.90 per share, (c) 50,000 shares that vested as of September 1, 2021 and expire on March 1, 2026, with an exercise price of $3.45 per share and (d) 54,000 shares that vested as of April 4, 2023 and expire on April 4, 2028, with an exercise price of $3.05 per share.
−Removed: The aggregate number of warrants issued to the underwriters pursuant to the underwritten public offering is comprised of (x) 390,000 shares that vested as of December 4, 2023 and expire on June 5, 2028, with an exercise price of $2.00 per share, and (y) 58,500 shares that vested as of December 20, 2023 and expire on June 23, 2028, with an exercise price of $2.00 per share.
+Added: The information required under this item is incorporated herein by reference from the Proxy Statement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
−Removed: Executive Compensation – Employment and Consulting Agreements of this Report.
−Removed: We provide indemnification to our directors and officers so that they will be free from undue concern about personal liability in connection with their service to the Company.
−Removed: Under our Bylaws and Certificate of Incorporation, we are required to indemnify our directors and officers to the extent permitted by Delaware law.
−Removed: Additionally, as part of the engagement letters and/or Independent Director Agreements with each of our directors and/or executive officers, certain indemnification provisions may require us, among other things, to indemnify our directors and executive officers for expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers.
−Removed: Other than the foregoing, we are not aware of any transaction to which we are a party that has occurred during the past two fiscal years, or in any currently proposed transaction, involving our directors, nominees for directors, executive officers, or any person who owned of record or was known to own beneficially more than 5% of our outstanding shares of common stock, or any associate or affiliate of such persons or companies, where such person or entity has any material interest, direct or indirect, in such transaction and that requires disclosure under Item 404(a) of Regulation S-K.
−Removed: Director Independence
−Removed: For purposes of determining director independence, the board of directors reviews a summary of the relationships of each director, including any of his or her family members or related parties, with the Company or management and other facts relevant to the analysis of whether the directors qualify as “independent directors” under the NYSE American Company Guide §803(A)(2).
−Removed: No director qualifies as independent unless the board of directors affirmatively determines that the director does not have a relationship that would interfere with the exercise of his or her independent judgment in carrying out his or her responsibilities as a director.
−Removed: In addition, the NYSE American Company Guide provides a non-exclusive list of persons who may not be considered independent.
−Removed: The board of directors has affirmatively determined that each of Drs.
−Removed: Barnes, Colman and Futcher, Mss.
−Removed: Henshall and Nguyen, and Mr.
−Removed: Innes, is an independent director under the NYSE American Company Guide.
−Removed: In addition, the members of the Audit Committee are independent directors pursuant to the heightened independence criteria for members of Audit Committees set forth in the applicable SEC rules.
−Removed: Our independent directors meet as often as is necessary to fulfill their responsibilities but at least annually in executive session without management or non-independent directors in accordance with the requirements of NYSE American Company Guide §802(c).
−Removed: Policy on the Review, Approval or Ratification of Transactions with Related Persons
−Removed: The Company has not adopted a separate written policy for the approval or ratification of all transactions with related parties that are required to be reported under Item 404(a) of Regulation S-K.
−Removed: Rather, at this time and pursuant to its existing charter, and unless otherwise provided by the board of directors, the Audit Committee of the board of directors reviews the material facts of all such transactions and either ratifies, approves or disapproves of the entry into the transaction.
−Removed: No director is allowed to participate in the approval of a transaction for which he or she is a related party and the director has to provide all material information concerning the transaction to the Audit Committee.
+Added: The information required under this item is incorporated herein by reference from the Proxy Statement.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: Audit-Related fees
−Removed: All other fees
−Removed: Represents the aggregate fees billed to us for each of the last two fiscal years for professional services rendered by the principal accountants for the audit of our annual financial statements and review of financial statements included in our Form 10-Q filings or services that are normally provided by the accountants in connection with statutory and regulatory filings or engagement for those fiscal years.
−Removed: Audit-Related Fees
−Removed: Represents the aggregate fees billed to us in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements that are not already reported in Audit Fees.
−Removed: These services include accounting consultations and attestation services that are not required by statute.
−Removed: Represents the aggregate fees billed to us in each of the last two fiscal years for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning.
−Removed: All Other Fees
−Removed: Represents the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountants to us, excluding those enumerated above.
−Removed: Policy on Audit Committee Pre-approval of Audit and Permissible Non-audit Services of Independent Auditor
−Removed: All audit and non-audit services by our independent registered public accounting firm are pre-approved by our Audit Committee.
−Removed: For audit services, the independent registered public accounting firm provides the Audit Committee with an audit plan, including proposed fees in advance of the annual audit.
−Removed: The Audit Committee approves the plan and fees for the audit.
−Removed: Pursuant to its charter, the Audit Committee may establish pre-approval policies and procedures, subject to SEC and NYSE American rules and regulations, to approve audit and non-audit services;
−Removed: however, it has not yet done so.
+Added: The information required under this item is incorporated herein by reference from the Proxy Statement.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
13 unchanged sentences
Description of Capital Stock.
+Added: Form of Underwriter Warrant issued to Prime Executions, Inc.
+Added: dba Freedom Capital Markets.
+Added: Form of Pre-Funded Warrant.
+Added: Form of Series A Common Stock Warrant.
+Added: Form of Series B Common Stock Warrant.
+Added: Form of Form A Common Stock Purchase Warrant.
+Added: Form of Form B Common Stock Purchase Warrant.
Non-Exploitation and Third-Party Patent License Agreement, by and among ValiBio SA, ValiRX plc and The Walloon Region, dated December 17, 2009.
2 unchanged sentences
VolitionRx Limited 2011 Equity Incentive Plan dated November 17, 2011.
−Removed: VoitionRx Limited 2011 Equity Incentive Plan Form of Stock Option Agreement.
+Added: VolitionRx Limited 2011 Equity Incentive Plan Form of Stock Option Agreement.
VolitionRx Limited 2011 Equity Incentive Plan Form of Stock Award Agreement for Restricted Stock.
−Removed: VolitionRx Limited 2015 Stock Incentive Plan, as amended March 27, 2019.
+Added: VolitionRx Limited 2015 Stock Incentive Plan, as amended April 17, 2023.
Form of Notice of Stock Option Grant and Stock Option Agreement under the VolitionRx Limited 2015 Stock Incentive Plan.
15 unchanged sentences
and the Regents of the University of Michigan, dated February 17, 2020.
−Removed: Equity Distribution Agreement, by and among VolitionRx, Oppenheimer & Co.
−Removed: and Cantor Fitzgerald & Co., dated November 12, 2020.
Consulting Services Agreement, by and between Singapore Volition Pte.
7 unchanged sentences
Employment Agreement Group Chief Commercial Officer, by and between Volition America and Gael Forterre, dated February 1, 2021.
+Added: Volition Veterinary Diagnostics Development, LLC Employment Agreement Chief Executive Officer, by and between Volition Veterinary Diagnostics Development, LLC and Salvatore Thomas Butera, dated March 25, 2021.
Incorporated by Reference
Exhibit Description
−Removed: Volition Veterinary Diagnostics Development, LLC Employment Agreement Chief Executive Officer, by and between Volition Veterinary Diagnostics Development, LLC and Salvatore Thomas Butera, dated March 25, 2021.
−Removed: Equity Distribution Agreement, by and among VolitionRx Limited, Oppenheimer & Co.
−Removed: and Cantor Fitzgerald & Co., dated September 24, 2021.
Volition America, Inc.
5 unchanged sentences
Equity Distribution Agreement, by and between VolitionRx Limited and Jefferies LLC, dated May 20, 2022.
−Removed: Underwriting Agreement, by and between VolitionRx Limited and Newbridge Corporation, dated July 29, 2022.
Underwriting Agreement, by and between VolitionRx Limited and Newbridge Securities Corporation, dated February 17, 2023.
5 unchanged sentences
dba Freedom Capital Markets.
−Removed: Form of Underwriter Warrant issued to Prime Executions, Inc.
−Removed: dba Freedom Capital Markets.
Contract of Employment, by and between Volition Diagnostics UK Ltd.
Andrew Retter, dated March 19, 2024
+Added: 2024 Stock Incentive Plan.
+Added: Form of Notice of Stock Option Grant and Stock Option Agreement under the 2024 Stock Incentive Plan
+Added: Form of Notice of Performance Shares Award and Performance Shares Agreement under the 2024 Stock Incentive Plan
+Added: Form of Notice of Restricted Stock Award and Restricted Stock Agreement under the 2024 Stock Incentive Plan
+Added: Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement under the 2024 Stock Incentive Plan
+Added: Form of Notice of Stock Appreciation Right Award and Stock Appreciation Right Award Agreement under the 2024 Stock Incentive Plan.
+Added: Form of Notice of Stock Bonus Award and Stock Bonus Award Agreement under the 2024 Stock Incentive Plan
+Added: Form of Securities Purchase Agreement, dated August 8, 2024, by and among the Company and the purchaser party thereto.
+Added: Permanent employment contract, by and among Belgian Volition SPRL and Gaetan Michel, effective September 2, 2024 .
+Added: First amendment to Consulting Services Agreement, between Volition Global Services SRL and 3F Management SPRL, effective September 1, 2024.
+Added: Independent Director Agreement, dated November 6, 2024, by and between VolitionRx Limited and Timothy I.
+Added: Securities Purchase Agreement, dated as of December 5, 2024, by and among the Company and the purchasers on the signature pages thereto.
+Added: Incorporated by Reference
+Added: Exhibit Description
+Added: Insider Trading & Blackout Policy.
List of Subsidiaries.
39 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: Martin Faulkes
+Added: /s/ Timothy I Still
March 31, 2025
−Removed: Martin Faulkes
/s/ Guy Innes
4 unchanged sentences
Phillip Barnes
−Removed: Edward Futcher
March 31, 2025
−Removed: Edward Futcher
/s/ Kim Nguyen
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.