VOLITIONRX LTD 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA VOLITIONRX LIMITED Consolidated Financial Statements For the Years Ended December 31, 2024 and 2023 Index Report of Independent Registered Public Accounting Firm (PCAOB ID: 3627 ) F - 35 Consolidated Balance Sheets F - 36 Consolidated Statements of Operations and Comprehensive Loss F - 37 Consolidated Statements of Stockholders’ Deficit F - 38 Consolidated Statements of Cash Flows F - 39 Notes to the Consolidated Financial Statements F - 40 F-34 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of VolitionRx Limited: O pinion on the Financial Statements We have audited the accompanying consolidated balance sheets of VolitionRx Limited(“the Company”) as of December 31, 2024, and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph Regarding Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, negative cash flows from operations and minimal revenues which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Sadler, Gibb & Associates, LLC We have served as the Company’s auditor since 2011. Draper, UT March 31, 2025 F-35 Table of Contents VOL ITIONRX LIMITED Consolidated Balance Sheets (Expressed in United States Dollars, except share numbers) December 31, December 31, 2024 2023 $ $ ASSETS Current Assets Cash and cash equivalents 3,264,429 20,729,983 Accounts receivable, net 110,574 242,617 Prepaid expenses 338,660 521,370 Other current assets 343,145 360,125 Total Current Assets 4,056,808 21,854,095 Property and equipment, net 4,429,152 5,523,013 Operating lease right-of-use assets 599,816 549,504 Intangible assets, net 313,747 23,886 Total Assets 9,399,523 27,950,498 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable 2,766,178 3,211,287 Accrued liabilities 3,476,903 3,928,761 Deferred revenue 230,000 106,600 Management and directors’ fees payable 30,086 59,625 Current portion of long-term debt 860,223 1,207,007 Warrant liability 97,886 126,649 Current portion of financing lease liabilities 46,737 48,570 Current portion of operating lease liabilities 221,755 199,323 Current portion of grants repayable 60,979 55,855 Total Current Liabilities 7,790,747 8,943,677 Long-term debt, net of current portion 3,952,846 3,624,860 Deferred revenue, net of current portion 22,663,400 22,893,400 Finance lease liabilities, net of current portion 328,338 400,022 Operating lease liabilities, net of current portion 410,686 378,054 Grants repayable, net of current portion 361,242 422,707 Total Liabilities 35,507,259 36,662,720 Stockholders' Deficit Common stock Authorized: 175,000,000 shares of common stock, at $ 0.001 par value Issued and outstanding: 96,097,485 shares and 81,898,321 shares, respectively 96,098 81,898 Additional paid-in capital 204,154,994 194,448,414 Accumulated other comprehensive income 385,631 243,940 Accumulated deficit ( 229,544,343 ) ( 202,576,507 ) Total VolitionRx Limited Stockholders' Deficit ( 24,907,620 ) ( 7,802,255 ) Non-controlling interest ( 1,200,116 ) ( 909,967 ) Total Stockholders’ Deficit ( 26,107,736 ) ( 8,712,222 ) Total Liabilities and Stockholders’ Deficit 9,399,523 27,950,498 (The accompanying notes are an integral part of these consolidated financial statements) F-36 Table of Contents VOL ITIONRX LIMITED Consolidated Statements of Operations and Comprehensive Loss (Expressed in United States Dollars, except share numbers) For the Years Ended December 31, 2024 December 31, 2023 $ $ Revenues Royalty - 1,369 Service 228,138 175,476 Product 1,005,373 598,457 Total Revenues 1,233,511 775,302 Operating Expenses Research and development 14,406,486 19,551,523 General and administrative 8,487,562 10,368,314 Sales and marketing 5,364,433 6,843,160 Total Operating Expenses 28,258,481 36,762,997 Operating Loss ( 27,024,970 ) ( 35,987,695 ) Other Income (Expenses) Grant income 103,368 214,451 Loss on disposal of fixed assets ( 34,731 ) ( 15,843 ) Interest income 9,947 93,324 Interest expense ( 340,362 ) ( 221,622 ) Gain on change in fair value of warrant liability 28,763 240,311 Total Other Income (Expenses) ( 233,015 ) 310,621 Net Loss ( 27,257,985 ) ( 35,677,074 ) Net Loss attributable to Non-Controlling Interest 290,149 357,996 Net Loss attributable to VolitionRx Limited Stockholders ( 26,967,836 ) ( 35,319,078 ) Other Comprehensive Income (Loss) Foreign currency translation adjustments 141,691 16,843 Net Comprehensive Loss ( 27,116,294 ) ( 35,660,231 ) Loss Per Common Share Attributable to Common Stockholders - Basic and Diluted ( 0.31 ) ( 0.50 ) Weighted Average Shares Outstanding – Basic and Diluted 86,531,172 71,234,565 (The accompanying notes are an integral part of these consolidated financial statements) F-37 Table of Contents VOLITIONRX LIMITED Consolidated Statement of Stockholders’ Deficit For the Years Ended December 31, 2024 and 2023 (Expressed in United States Dollars, except share numbers) Additional Accumulated Other Non Common Stock Paid-in Comprehensive Accumulated Controlling Shares Amount Capital Income Deficit Interest Total # $ $ $ $ $ $ Balance, December 31, 2022 57,873,379 57,873 164,397,468 227,097 ( 167,257,429 ) ( 551,971 ) ( 3,126,962 ) Common stock issued for settlement of RSUs 658,102 658 ( 658 ) - - - - Common stock issued for cash, net of issuance costs and allocation to warrant liability 23,380,134 23,380 27,997,696 - - - 28,021,076 Common stock repurchased and retired ( 13,294 ) ( 13 ) ( 31,759 ) - - - ( 31,772 ) Tax withholdings paid related to stock-based compensation - - ( 203,878 ) - - - ( 203,878 ) Stock-based compensation - - 2,289,545 - - - 2,289,545 Foreign currency translation - - - 16,843 - - 16,843 Net loss - - - - ( 35,319,078 ) ( 357,996 ) ( 35,677,074 ) Balance, December 31, 2023 81,898,321 81,898 194,448,414 243,940 ( 202,576,507 ) ( 909,967 ) ( 8,712,222 ) Common stock issued for settlement of RSUs 730,395 731 ( 731 ) - Common stock issued in lieu of license fee 129,132 129 125,258 125,387 Common stock issued for cash, net of issuance costs 13,339,637 13,340 8,453,449 8,466,789 Tax withholdings paid related to stock-based compensation ( 139,939 ) ( 139,939 ) Stock-based compensation 1,268,543 1,268,543 Foreign currency translation 141,691 141,691 Net loss ( 26,967,836 ) ( 290,149 ) ( 27,257,985 ) Balance, December 31, 2024 96,097,485 96,098 204,154,994 385,631 ( 229,544,343 ) ( 1,200,116 ) ( 26,107,736 ) (The accompanying notes are an integral part of these consolidated financial statements) F-38 Table of Contents VOL ITIONRX LIMITED Consolidated Statements of Cash Flows (Expressed in United States Dollars) For the Years Ended December 31, 2024 December 31, 2023 $ $ Operating Activities: Net loss ( 27,257,985 ) ( 35,677,074 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,113,184 1,152,534 Amortization of operating lease right-of-use assets 225,748 260,743 Loss on disposal of fixed assets 34,731 15,843 Stock based compensation 1,268,543 2,289,545 Gain on change in fair value of warrant liability ( 28,763 ) ( 240,311 ) Changes in operating assets and liabilities: Accounts receivable 132,045 ( 169,666 ) Prepaid expenses 182,710 263,550 Other current assets 16,980 87,441 Accounts payable and accrued liabilities ( 1,217,013 ) 1,224,743 Deferred revenue ( 106,600 ) 13,000,000 Management and directors’ fees payable - ( 11,494 ) Operating lease liabilities ( 257,204 ) ( 258,853 ) Net Cash Used In Operating Activities ( 25,893,624 ) ( 18,062,999 ) Investing Activities: Purchases of property and equipment ( 277,499 ) ( 1,083,749 ) Purchase of license ( 296,353 ) - Net Cash Used In Investing Activities ( 573,852 ) ( 1,083,749 ) Financing Activities: Net proceeds from issuance of common shares 8,592,177 28,388,036 Tax withholdings paid related to stock-based compensation ( 139,939 ) ( 203,878 ) Common stock repurchased - ( 31,772 ) Proceeds from grants repayable - 25,315 Proceeds from long-term debt 1,368,502 1,854,877 Payments on long-term debt ( 1,087,550 ) ( 981,291 ) Payments on grants repayable ( 28,213 ) ( 22,096 ) Payments on financing leases ( 47,723 ) ( 46,506 ) Net Cash Provided By Financing Activities 8,657,254 28,982,685 Effect of foreign exchange on cash and cash equivalents 344,668 26,996 Net Change in Cash and Cash Equivalents ( 17,465,554 ) 9,862,933 Cash and Cash Equivalents – Beginning of Year 20,729,983 10,867,050 Cash and Cash Equivalents – End of Year 3,264,429 20,729,983 Supplemental Disclosures of Cash Flow Information: Cash paid for Interest 340,362 221,622 Non-Cash Investing and Financing Activities: Common stock issued for settlement of vested RSUs 731 658 Common stock issued for license rights 125,258 - Offering costs from issuance of common stock 325,090 392,822 Fair value of warrants issued in connection with public offering at issuance - 366,960 Non-cash note payable 294,603 356,258 (The accompanying notes are an integral part of these consolidated financial statements) F-39 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 1 – Organization and Nature of Operations The Company was incorporated under the laws of the State of Delaware on September 24, 1998. On September 22, 2011, the Company filed a Certificate for Renewal and Revival of Charter with the Secretary of State of Delaware. Pursuant to Section 312(1) of the Delaware General Corporation Law, the Company was revived under the new name of “VolitionRX Limited” and the name change became effective on October 11, 2011. On October 7, 2016, the Company amended its Certificate of Incorporation to reflect a name change to “VolitionRx Limited.” On October 6, 2011, the Company entered into a share exchange agreement with Singapore Volition Pte. Limited, a Singapore corporation incorporated on August 5, 2010 (“Singapore Volition”), and the shareholders of Singapore Volition. Pursuant to the terms of the share exchange agreement, the former shareholders of Singapore Volition held 85% of the issued and outstanding common shares of the Company. The issuance was deemed to be a reverse acquisition for accounting purposes and as such, Singapore Volition is regarded as the predecessor of the Company. The number of shares outstanding and per share amounts of the Company have been restated to recognize the foregoing recapitalization. The Company’s principal business objective through its subsidiaries is to develop and bring to market simple, easy to use, cost effective blood tests designed to help diagnose and monitor a range of life-altering diseases, including certain cancers and diseases associated with NETosis such as sepsis. The tests are based on the science of Nucleosomics TM , which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid – an indication that disease is present. The Company has two wholly owned subsidiaries, Volition Global Services SRL (“Volition Global”) which was formed in August 2021 and Singapore Volition. Singapore Volition has one wholly owned subsidiary, Belgian Volition SRL, a Belgium private limited liability company (“Belgian Volition”), which it acquired in September 2010. Belgian Volition has three subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), which was formed in November 2015, Volition America, Inc. (“Volition America”), which was formed in February 2017, as well as its majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”), which was formed in June 2019. Following the acquisition of Singapore Volition in 2011, the Company’s fiscal year end was changed from August 31 to December 31. No te 2 – Liquidity and Go ing Concern Assessment Management assesses liquidity and going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period. The Company has incurred substantial losses since its inception of $ 229.5 million, has negative cash flows from operations, and has minimal revenues and expects to continue to incur operating losses in the near-term. These factors raise substantial doubt about its ability to continue as a going concern. The Company believes that it has access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations, related party funding, or other means to continue as a going concern. The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing and/or generate revenues as may be required to sustain its operations. Management plans to address the above as needed by, (a) securing additional grant funds, (b) obtaining additional financing through debt or equity transactions; (c) granting licenses and/or distribution rights to third parties in exchange for specified up-front and/or back-end payments, and (d) developing and commercializing its products in an efficient manner. Management continues to exercise tight cost controls to conserve cash. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and to eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. F-40 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 3 - Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the Unites States of America (“U.S. GAAP”) as codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The consolidated financial statements of the Company are expressed in US dollars and the Company’s fiscal year end is December 31. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets and valuations of stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experiences and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected. Principles of Consolidation The accompanying consolidated financial statements for the year ended December 31, 2024 include the accounts of the Company and its subsidiaries. The Company has two wholly owned subsidiaries, Singapore Volition Pte. Limited and Volition Global Services SRL. Singapore Volition has one wholly owned subsidiary, Belgian Volition SRL. Belgian Volition has three subsidiaries, Volition Diagnostics UK Limited, Volition America, Inc, and its one majority owned subsidiary Volition Veterinary Diagnostics Development LLC. See Note 10(f), Commitments and Contingencies – Other Commitments, for more information regarding Volition Vet, and Volition America. All intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, 2024, and December 31, 2023, the Company had $ 3,264,429 and $ 20,729,983 , respectively, in cash and cash equivalents. As of December 31, 2024, and December 31, 2023, the Company had $ 1,125,750 and $ 15,220,237 , respectively, in its domestic accounts in excess of Federal Deposit insured limits. As of December 31, 2024, and December 31, 2023, the Company had $ 820,066 and $ 4,227,147 , respectively, in its foreign accounts in excess of the Belgian Deposit insured limits. As of December 31, 2024, and December 31, 2023, the Company had $ 140,289 and $ 107,349 , respectively, in its foreign accounts in excess of the Singapore Deposit insured limits. As of December 31, 2024, and December 31, 2023, the Company had $ 356,985 and $ 320,124 , respectively, in its foreign accounts in excess of the UK Deposit insured limits. F-41 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 3 - Summary of Significant Accounting Policies (continued) Accounts Receivable Accounts receivable consist of trade receivables arising from credit sales in the normal course of business. Accounts receivable are recorded at the time of sale, net of an allowance for current expected credit losses (“CECL”) in accordance with ASC Topic 326, “ Financial Instruments – Credit Losses .” The Company estimates CECL based on historical bad debt experience, the aging of accounts receivable, the current creditworthiness of our customers, prevailing economic conditions, and reasonable and supportable forward looking information. Accounts receivable balances are written off when they are determined to be uncollectible. As of December 31, 2024, and December 31, 2023, the Company estimated an allowance for CECL of $ 31,735 .and $ 0 , respectively. Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Depreciation is calculated using the straight-line method over the estimated useful lives. Refer to Note 4 - Property and Equipment for further details. Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC Topic 260, “Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share is calculated by adjusting the weighted average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents. Common stock equivalents whose effect would be antidilutive are not included in diluted loss per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase shares of common stock of the Company at the average closing market price during the period. There were 42,572,283 and 9, 197,021 potential common stock equivalents from stock options, RSUs and warrants excluded from the diluted EPS calculations as their effect is anti-dilutive for the years ended December 31, 2024, and December 31, 2023, respectively. Foreign Currency Translation The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted ASC Topic 830-20, “Foreign Currency Matters – Foreign Currency Transactions” . All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation of foreign currency denominated transactions are included in other comprehensive income. Other Comprehensive Income (Loss) ASC Topic 220, “ Other Comprehensive Income”, establishes standards for the reporting and display of other comprehensive loss and its components in the financial statements. As of December 31, 2024, the Company had $ 385,631 of accumulated other comprehensive income, relating to foreign currency translation. F-42 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 3 - Summary of Significant Accounting Policies (continued) Financial Instruments Pursuant to ASC Topic 820, “ Fair Value Measurements and Disclosures,” an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consists of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Included in the following table are the Company’s major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and December 31, 2023. Fair Value Measurements at December 31, 2024 Description Level 1 Level 2 Level 3 Total $ $ $ $ Liabilities Warrant liability - 97,886 - 97,886 Fair Value Measurements at December 31, 2023 Description Level 1 Level 2 Level 3 Total $ $ $ $ Liabilities Warrant liability - 126,649 - 126,649 F-43 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 3 - Summary of Significant Accounting Policies (continued) Warrant Liability The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis for the year ended December 31, 2024 and December 31, 2023, as follows: $ Balance at December 31, 2022 - Fair value of warrant liability, at issuance 366,960 Gain on change in fair value of warrant liability ( 240,311 ) Balance at December 31, 2023 126,649 Gain on change in fair value of warrant liability ( 28,763 ) Balance at December 31, 2024 97,886 Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC Topic 740, “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Refer to Note 9 for further details. Segment Reporting The Company reports segment information in accordance with ASC Topic 280, “ Segment Reporting .” Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer. Management has determined that the Company operates as a single operating and reportable segment. The CODM reviews financial information on a consolidated basis to make operating decisions, allocate resources, and assess performance, and does not evaluate discrete financial information for individual components such as subsidiaries, product lines, or geographic regions. The Company’s principal business objective, through its subsidiaries, is to develop and bring to market simple, easy to use, cost effective blood tests designed to help diagnose and monitor a range of life-altering diseases. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.” Under ASC 606, the Company recognizes revenues when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s). The Company generates product revenues from the sale of its Nu.Q® Vet Cancer Test, from the sale of nucleosomes, and from the sale of research use only kits. In addition, revenue is received from external third parties for services the Company performs for them in its laboratory. Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: F-44 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 3 - Summary of Significant Accounting Policies (continued) Revenue Recognition (continued) Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented under “Royalty” under the consolidated statements of operations. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product” in the consolidated statements of operations and comprehensive loss. Service The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties under “Service” under the consolidated statements of operations. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Licensing The Company includes revenue recognized from the licensing of certain rights to third parties in “Licensing” in the consolidated statements of operations and comprehensive loss. For each licensing, development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. F-45 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 3 - Summary of Significant Accounting Policies (continued) Revenue Recognition (continued) Revenue from Heska Agreement On March 28, 2022, Belgian Volition entered into a Master License and Supply Agreement (the “License Agreement”) with Heska Corporation (“Heska”), now an Antech company, a leading global provider of advanced veterinary diagnostics, pursuant to which Belgian Volition granted Heska worldwide exclusive rights to sell the Nu.Q® Vet Cancer Test at the point of care (“POC”) initially for the screening of lymphoma and hemangiosarcoma in dogs (“Canine Lymphoma & HSA”), and non-exclusive rights to sell its Nu.Q® Vet Cancer Test in kit format (“Kits”) through Heska’s network of central reference laboratories (“Central Lab”) initially for Canine Lymphoma & HSA. Under and subject to the terms of the License Agreement, Belgian Volition received an upfront payment of $10.0 million in 2022, and received further milestone payments in 2023 of (i) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC screening test for Canine Lymphoma & HSA and (ii) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC monitoring test for the same conditions. A further milestone payment of $5.0 million will be payable to Volition pursuant to the Agreement upon the earlier of (a) the first commercial sale by or on behalf of Heska of a screening or monitoring test for lymphoma in felines, or (b) the 9-month anniversary of the first peer reviewed paper evidencing clinical utility for the screening or monitoring of lymphoma in felines being published in any one of a number of periodicals identified by the parties. Any further expansion of the License Agreement to cover the use of the Nu.Q® Vet Cancer Test for other cancer and non-cancer indications is subject to negotiation between the parties. Pursuant to the terms of the License Agreement, Belgian Volition will also supply Central Lab Kits and will receive a pre-agreed price per test, adjusted annually for inflation. The price per test for POC key components (“Key Components”) is also discounted to reflect the lower cost to Belgian Volition and additional assembly costs for Heska, as well as consideration for Heska’s upfront and milestone payments. Heska will assemble the Key Components for use at the POC, and is additionally responsible for marketing and distribution efforts and related costs. The License Agreement may be terminated by either party for a material breach by the other party, subject to notice and cure provisions, or in the event of the other party’s insolvency. Heska also has the option to terminate if it is unable to adapt the Key Components for use on a POC platform. Unless earlier terminated, the License Agreement will continue in effect for an initial term of 22 years for POC and 5 years for Central Lab, with the Central Lab term then continuing on a rolling one-year basis for the POC term. According to ASC Topic 606, “ Revenue from Contracts with Customers ”, a performance obligation is a commitment to provide a distinct good or service or a series of distinct goods or services. Goods and services that are not distinct are bundled with other goods or services in the contract until a bundle of goods or services that is distinct is created. A good or service promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. In conjunction with the License Agreement, the Company evaluated whether or not the performance obligations granted under the License Agreement were distinct and concluded that they were not distinct as Heska could not benefit from the license without the supply (manufacturing) services. The supply services are highly specialized and are dependent on the supply of the product from the Company. As such, the performance obligations granted under the License Agreement were combined to constitute a single performance obligation and the Company accounts for them as a single contract. During the first quarter of 2022, the Company received a $ 10.0 million upfront payment under the License Agreement and further upfront payments totaling $ 13.0 million in the fourth quarter of 2023, which is included as deferred revenue on the accompanying consolidated balance sheet as of $ 23.0 million. The Company allocated the milestone payments that were not constrained to the single performance obligation in the contract. The Company expects to recognize the total $ 28.0 million of milestone amounts under the License Agreement over time using an output method based on Key Components and Kits supplied to Heska. F-46 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 3 - Summary of Significant Accounting Policies (continued) Revenue Recognition (continued) In determining the transaction price, the Company analyzed the variable consideration and whether or not such variable consideration was constrained. The Company will reassess this variable consideration at each reporting period and adjust the transaction price, if necessary. The total Key Components and Kits that the Company expects to manufacture for Heska over the life of the contract is a significant judgment in recognizing revenue. Sales to the Company’s three largest customers represented over 67 % of total sales for the year ended December 31, 2024 and over 61 % of total sales for the year ended December 31, 2023. Deferred Revenue (Contract Liabilities) and Contract Assets Deferred revenue consists of amounts for which the Company has an unconditional right to bill, and/or amounts for which payment has been received (including non-refundable amounts) but have not been recognized as revenue because the related performance obligations are deemed incomplete. During 2024, $ 106,600 was recognized as deferred revenue based on the estimated number of components and kits sold during the year. As of December 31, 2024, the Company recorded $ 22.9 million as deferred revenue in respect of a non-refundable payment received in relation to a licensing and product supply agreement with Heska Corporation. As of December 31, 2023, the Company recorded $ 23.0 million as deferred revenue. Research and Development In accordance with ASC Topic 730, “ Research and Development,” the Company follows the policy of expensing its research and development costs in the period in which they are incurred. The Company incurred research and development expenses of $ 14.4 million and $ 19.6 million during the years ended December 31, 2024 and 2023, respectively. Impairment of Long-Lived Assets In accordance with ASC Topic 360, “Property Plant and Equipment”, the Company reviews the carrying value of long-lived assets such as intangible assets with definite lives, property and equipment, and right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets might not be recoverable. These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used by the Company or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of future operating or cash flow losses, significant disposal activity, a significant decline in the Company’s share price, a significant decline in revenue or adverse changes in the economic environment. If such facts indicate a potential impairment, the Company would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, the Company will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset group’s carrying amount and its estimated fair value. Impairment losses of $nil were recognized during the years ended December 31, 2024, and December 31, 2023, respectively. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants in accordance with ASC Topic 480, “ Distinguishing Liabilities from Equity ,” and ASC Topic 815-40, “ Contracts in Entity’s Own Equity .” This assessment, which requires the use of professional judgment, considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own shares and whether the events where holders of the warrants could potentially require net cash settlement are within the Company’s control, among other conditions for equity classification. Warrant liabilities are recognized at fair value, with changes in fair value recognized in the consolidated statement of operations each period. F-47 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 3 - Summary of Significant Accounting Policies (continued) Stock-Based Compensation The Company records stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation” . Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period. The fair value of our stock options and warrants is estimated using a Black-Scholes option valuation model. Restricted stock units (“RSUs)” are valued based on the closing stock price on the date of grant (intrinsic value method). The fair value of RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring, with the estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. The Company has elected to recognize forfeitures as they occur. Refer to Note 8 for further details. Operating Leases The Company accounts for leases in accordance with ASC Topic 842, “ Leases. ” The Company determines whether a contract is a lease at contract inception or for a modified contract at the modification date. At inception or modification, the Company recognizes right-of-use assets (“ROU”) and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If the lease contains a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company is reasonably certain that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The IBR is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. When calculating the present value of minimum lease payments, we account for leases as one single lease component if a lease has both lease and non-lease fixed cost components. Variable lease and non-lease cost components are expensed as incurred. We do not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. We recognize the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. Grant Income The Company receives funding from public bodies for a proportion of the costs of specific projects. Funds are received in line with claims submitted for the agreed expenditure. The Company recognizes grant income once claims submitted are approved and funds are received. General working capital funding received at the commencement of a project is treated as deferred income and is recorded in accrued liabilities until it has been utilized for the expenditure claimed. Funding received that is repayable is shown as a liability. Reclassifications Certain reclassifications within operating expenses have been made to the prior period’s financial statements to conform to the current period financial statement presentation. There is no impact in total to the results of operations and cash flows in all periods presented. F-48 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 3 - Summary of Significant Accounting Policies (continued) Concentration of Credit Risk Financial instruments that potentially subject the company to concentration of credit risk consist primarily of accounts receivable. The company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Management does not believe significant credit risks exist at December 31, 2024. As at December 31, 2024 the two largest customer balances represented over 65% of the total outstanding accounts receivable balance. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ,” which updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the CODM and included within each reported measure of a segment’s profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 retrospectively on December 31, 2024. The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2023, the FASB issued ASU 2023-05, “ Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement ,” which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net assets at fair value on the formation date. ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ,” which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires disclosure of qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its consolidated financial statements. F-49 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 4 - Property and Equipment The Company’s property and equipment consist of the following amounts as of December 31, 2024 and December 31, 2023: December 31, 2024 December 31, 2023 Useful Life Cost $ Cost $ Computer hardware and software 3 years 701,505 724,534 Laboratory equipment 5 years 4,600,168 4,753,253 Office furniture and equipment 5 years 359,337 378,800 Buildings 30 years 1,981,247 2,113,031 Building improvements 5 - 15 years 1,637,139 1,610,016 Land Not amortized 124,206 132,468 Total property and equipment 9,403,602 9,712,102 Less accumulated depreciation 4,974,450 4,189,089 Total property and equipment, net 4,429,152 5,523,013 During the years ended December 31, 2024 and December 31, 2023, the total capital expenditure was $ 0.3 million and $ 1.1 million, respectively, the majority of which was from purchases of laboratory equipment. During the years ended December 31, 2024 and December 31, 2023, the Company recognized $ 1.1 million and $ 1.1 million, respectively, in depreciation expense. F-50 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 5 - Intangible Assets The Company’s intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years. December 31, 2024 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,354,274 1,040,527 313,747 December 31, 2023 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,130,936 1,107,050 23,886 During the years ended December 31, 2024 and December 31, 2023, the Company recognized $nil and $ 84,910 , respectively, in amortization expense. The Company amortizes the long-lived assets on a straight-line basis with terms ranging from 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows: 2025 $ 20,748 2026 $ 20,748 2027 $ 20,748 2028 $ 20,748 2029 $ 20,748 Greater than 5 years $ 210,007 Total Intangible Assets $ 313,747 The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 as of December 31, 2024. The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, 2024. Note 6 - Related Party Transactions See Note 7 for common stock issued to related parties and Note 8 for stock options, warrants and RSUs issued to related parties. The Company has agreements with related parties for the purchase of products and consultancy services which are accrued under accruals and management and directors’ fees payable (see consolidated balance sheets). F-51 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 7 - Common Stock As of December 31, 2024, the Company was authorized to issue 175 million shares of common stock par value $ 0.001 per share, of which 96,097,485 and 81,898,321 shares were issued as of December 31, 2024 and December 31, 2023, respectively. Common Stock Issued Pursuant to License Agreement On March 12, 2024, the Company issued 129,132 shares of restricted common stock to EpiCypher, Inc. at a price of $ 0.97 per share as partial consideration for license rights in connection with a License Agreement between EpiCypher and Belgian Volition. Equity Capital Raises 2024 On August 8, 2024, the Company entered into a securities purchase agreement with a purchaser pursuant to which the Company issued and sold to such purchaser, in a registered direct offering pursuant to the Company’s “shelf” registration statement on Form S-3 (declared effective by the SEC on November 8, 2021, File No. 333-259783) (as amended and supplemented from time to time, the “2021 Form S-3”) (the “2024 Equity Capital Raise”), an aggregate of 9,170,000 shares of the Company’s common stock, pre-funded warrants to purchase up to 3,557,273 shares of the Company’s common stock (the “Pre-Funded Warrants”), Series A common stock warrants to purchase up to 12,727,273 shares of the Company’s common stock (the “Series A Warrants”) and Series B common stock warrants to purchase up to 12,727,273 shares of the Company’s common stock (the “Series B Warrants” and, together with the Series A Warrants, the “Common Warrants” and, together with the shares of common stock offered in the 2024 Equity Capital Raise and the Pre-Funded Warrants, the “August 2024 Securities”). The Pre-Funded Warrants have an exercise price of $ 0.001 , are immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. Each of the respective Common Warrants have an exercise price of $ 0.57 per share. The Series A Warrants are exercisable on or after February 12, 2025 (the “Initial Exercise Date”) and will be exercisable until the earlier of (a) the two (2) year anniversary of the Initial Exercise Date and (b) the date that is 60 days following the Company’s public announcement on a Current Report on Form 8-K of the occurrence of the Company entering into one or more agreements relating to the development and commercialization of a product, technology, or process in the human space, provided at least one such agreement covers a territory that includes all or a part of the European Union, the United States, the United Kingdom, Japan, or China, and which, during the term of all such agreements and pursuant to the terms thereof, collectively such agreements include aggregate (i) potential milestone payments to the Company of at least $10.0 million, or (ii) potential milestone payments to the Company of at least $5.0 million and potential total payments of at least $20.0 million. The Series B Warrants are exercisable on or after the Initial Exercise Date, and will be exercisable until the earlier of (a) the five (5) year anniversary of the Initial Exercise Date and (b) the date that is six (6) months following the Company’s public announcement on a Current Report on Form 8-K of the occurrence of the Company or a third party receiving the first U.S. Food and Drug Administration (“FDA”) approval of a product, technology, or process in the human space utilizing the Company’s intellectual property, provided, however, that the FDA’s approval of a protocol for a clinical trial of a product, technology, or process in the human space, or the FDA’s acceptance of data from invitro trials or in vivo animal trials, shall not constitute “FDA approval” for purposes of this definition of this milestone. H.C. Wainwright & Co. acted as the exclusive placement agent for the Company in the offering. The combined offering price for a share of common stock and accompanying Common Warrants was $ 0.55 and the combined offering price for a Pre-Funded Warrant and accompanying Common Warrants was $ 0.549 . The net proceeds received by the Company for the issuance and sale of the August 2024 Securities was $ 6.4 million, before deducting offering expenses of $ 0.1 million paid by the Company. In addition, the Company issued warrants to designees of the placement agent to purchase an aggregate of 381,818 shares of Company common stock on substantially the same terms as the Series B Warrants at an exercise price of $ 0.6875 per share. The net proceeds above assumes the exercise of the Pre-Funded Warrants but excludes any proceeds arising from the exercise of the Common Warrants or the placement agent warrants. F-52 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 7 - Common Stock (continued) Equity Capital Raises (continued) On December 5, 2024, the Company entered into a securities purchase agreement with several purchasers, including certain of its directors and executive officers (the “Insider Investors”), pursuant to which the Company issued and sold to such purchasers, in a registered direct offering pursuant to the 2021 Form S-3, an aggregate of (i) 445,648 shares to the Insider Investors at an offering price of $0.5722 per share and (ii) a further 2,857,389 shares of our common stock (the “Warrant Investor Shares” and, together with the Insider Shares, the “December 2024 Shares”), together with 2,857,389 common stock purchase warrants to purchase up to 2,857,389 shares of our common stock (the “Form A Warrants”) and 2,857,389 common stock purchase warrants to purchase up to 1,428,693 shares of our common stock (the “Form B Warrants” and, together with the Form A Warrants, the “December 2024 Warrants”), at a combined offering price of $0.5722 per Warrant Investor Share and accompanying December 2024 Warrants, to certain existing stockholders of the Company and new investors (collectively, the “Warrant Investors”). The December 2024 Shares, Form A Warrants, and Form B Warrants were separately issued. Each Form A Warrant has an exercise price per share of $0.5722 and each Form B Warrant has an exercise price per share of $0.71525. Each December 2024 Warrant is exercisable on or after December 9, 2024 through and until December 9, 2029. The net proceeds received by the Company for the issuance and sale of the December 2024 Shares and the December 2024 Warrants was $1.9 million, before deducting offering expenses of $0.1 million paid by the Company. The net proceeds above excludes any proceeds arising from the exercise of the December 2024 Warrants . 2023 On February 17, 2023, the Company entered into an underwriting agreement with Newbridge Securities Corporation (“Newbridge”) in connection with an underwritten public offering of 4,945,000 shares of the Company’s common stock, which includes Newbridge’s exercise in full of its overallotment option, pursuant to the “2021 Form S-3”. The public offering price was $ 1.75 per share. The underwriter purchased the shares from the Company at a price of $ 1.6275 per share on February 22, 2023, after taking into account the underwriting discounts and commissions. The net proceeds received by the Company for the sale and issuance of the shares were approximately $ 8.0 million, before deducting offering expenses of $ 0.2 million paid by the Company. On June 1, 2023, the Company entered into an underwriting agreement with Prime Executions, Inc. dba Freedom Capital Markets (“Freedom”) acting as the book-running manager of the offering and Bancroft Capital, LLC acting as co-manager in connection with an underwritten public offering of 14,950,000 shares of the Company’s common stock, which includes Freedom’s exercise in full of its overallotment option, pursuant to the 2021 Form S-3. The underwriter purchased 13,000,000 shares and 1,950,000 shares from the Company on June 5 and June 23, 2023, respectively. The public offering price was $ 1.27 per share. The underwriter purchased the shares from the Company at a price of $ 1.1811 per share. The net proceeds received by the Company for the sale and issuance of the shares were approximately $ 17.6 million, before deducting offering expenses of $ 0.1 million paid by the Company. In addition, the Company issued warrants to purchase an aggregate of 448,500 shares of Company common stock to Freedom, at an exercise price of $ 2.00 per share. The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815-40. The Company determined the warrants issued in the Freedom offering failed the indexation guidance under ASC 815-40, specifically, the warrants provide for a Black-Scholes value calculation in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815-40, the Company has classified the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration. F-53 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 7 - Common Stock (continued) The fair values of the warrants issued to Freedom as of December 31, 2024, December 31, 2023 and Issuance date June 1, 2023, are disclosed in the following table. The warrant liabilities were estimated using the Black-Scholes pricing model with the following assumptions. Total fair value Risk-free interest rate Expected volatility Expected life (years) Expected dividend yield (At Issuance) June 1, 2023 $ 366,960 3.70 % 71.56 % 5.03 - - December 31, 2023 $ 126,649 3.89 % 76.30 % 4.44 - December 31, 2024 $ 97,886 4.29 % 88.44 % 3.44 - On December 5, 2023, the Company issued 3,205,431 shares of its common stock in a private placement to Wallonie Entreprendre S.A at a purchase price of $ 0.8337 per share, or an aggregate purchase price of approximately $ 2.7 million (€2.5 million). The shares of common stock will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Equity Distribution Agreements 2024 On May 20, 2022, the Company entered into an equity distribution agreement (the “2022 EDA”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, with an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the 2021 Form S-3 through Jefferies acting as the Company’s agent and/or principal. The Company is not obligated to sell any shares under the 2022 EDA. During the year ended December 31, 2024, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 683,289 under the 2022 EDA through the sale of 866,600 shares of its common stock. As of December 31, 2024, the Company has raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 2.1 million under the 2022 EDA through the sale of 1,497,132 shares of its common stock. See Note 11 for additional details regarding sales under the 2022 EDA subsequent to December 31, 2024. 2023 During the year ended December 31, 2023, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 0.7 million under the 2022 EDA through the sale of 279,703 shares of its common stock. As of December 31, 2023, the Company had raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 1.5 million under the 2022 EDA through the sale of 630,532 shares of its common stock. Issuances Upon Warrant Exercises 2024 and 2023 For the years ended December 31, 2024 and December 31, 2023 no warrants were exercised. F-54 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 7 - Common Stock (continued) Stock Option Exercises 2024 and 2023 During the year ended December 31, 2024 and December 31, 2023 no shares of common stock were issued pursuant to the exercise of stock options. Stock Options Expired / Cancelled 2024 The table below summarizes the stock options granted under the Company’s 2015 Stock Incentive Plan (the “2015 Plan”) or the 2011 Equity Incentive Plan (the “2011 Plan”), as indicated, that expired or were cancelled during the year ended December 31, 2024. Equity Incentive Plan Options (#) Grant Date Options Forfeited (#) Grant Price ($) Forfeiture Date 2015 12,500 Sep 7, 2021 12,500 3.40 Nov 4, 2024 2015 12,500 Sep 7, 2021 12,500 3.40 Nov 4, 2024 2015 18,410 Mar 8, 2021 18,410 3.40 Apr 16, 2024 2015 18,411 Mar 8, 2021 18,411 3.40 Apr 16, 2024 61,821 61,821 RSU Settlements 2024 During the year ended December 31, 2024 we issued a total of 730,395 shares of common stock from the vesting of RSUs, as follows: Equity Incentive Plan RSUs # Vesting Date Shares Issued # Shares Withheld for Taxes # 2015 21,582 Feb 8, 2024 21,582 - 2015 9,000 Mar 1, 2024 6,057 2,943 2015 44,217 Mar 27, 2024 40,530 3,687 2015 51,000 Apr 4, 2024 32,337 18,663 2015 50,000 May 1, 2024 34,496 15,504 2015 11,500 Jun 1, 2024 6,670 4,830 2015 14,962 Jun 15, 2024 11,684 3,278 2015 4,667 Jul 13, 2024 3,165 1,502 2015 29,000 Aug 15, 2024 21,291 7,709 2015 2,000 Sep 11, 2024 2,000 - 2015 2,500 Sep 21, 2024 2,500 - 2015 332,775 Sep 28, 2024 265,300 67,475 2015 337,666 Oct 04, 2024 272,242 65,424 2015 333 Nov 29, 2024 333 - 2015 13,334 Dec 11, 2024 10,208 3,126 924,536 730,395 194,141 F-55 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 7 - Common Stock (continued) RSU Settlements (continued) 2023 During the year ended December 31, 2023 we issued a total of 658,102 shares of common stock from the vesting of RSUs, as follows: Equity Incentive Plan RSUs # Vesting Date Shares Issued # Shares Withheld for Taxes # 2015 4,000 Feb 8, 2023 2,369 1,631 2015 15,000 Mar 1, 2023 9,609 5,391 2015 15,000 Mar 25, 2023 15,000 - 2015 2,500 Apr 4, 2023 1,759 741 2015 13,500 Apr 4, 2023 7,995 5,505 2015 35,000 Apr 4, 2023 22,610 12,390 2015 50,000 May 1, 2023 35,707 14,293 2015 4,000 Jun 1, 2023 2,270 1,730 2015 7,500 Jun 1, 2023 4,257 3,243 2015 208,809 Aug 3, 2023 167,809 41,000 2015 34,102 Aug 15, 2023 23,764 10,338 2015 12,000 Sep 7, 2023 7,046 4,954 2015 12,500 Sep 21, 2023 7,434 5,066 2015 357,346 Oct 4, 2023 298,738 58,608 2015 19,904 Oct 4, 2023 6,883 13,021 2015 21,583 Oct 13, 2023 21,583 - 2015 21,750 Nov 1, 2023 21,750 - 2015 334 Nov 29, 2023 334 - 2015 2,000 Dec 15, 2023 1,185 815 836,828 658,102 178,726 F-56 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-Based Compensation a) (i) Common Stock Warrants The following table summarizes the changes in warrants outstanding of the Company during the year ended December 31, 2024 and December 31, 2023: Warrants # Weighted Average Exercise Price $ Outstanding at December 31, 2022 539,000 3.800 Granted 448,500 2.000 Expired ( 125,000 ) 2.470 Outstanding at December 31, 2023 862,500 3.050 Granted - Pre Funded Warrants 3,557,273 0.001 Granted - Form A Warrants 2,857,389 0.5722 Granted - Form B Warrants 1,428,693 0.7153 Expired - - Outstanding at December 31, 2024 8,705,855 0.608 Exercisable at December 31, 2024 8,705,855 0.608 See also Warrants – Series A and Series B Common Stock Warrants below regarding additional warrants not included in the table above. Warrants Granted 2024 On August 12, 2024, in connection with a registered direct offering pursuant to the 2021 Form S-3, the Company issued Pre-Funded Warrants to purchase up to an aggregate of 3,557,273 shares of our common stock at an exercise price of $ 0.001 per share. The Pre-Funded Warrants are immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. See Note 7 – Common Stock – Equity Capital Raises – 2024 for further details. On December 9, 2024, in connection with a registered direct offering pursuant to the 2021 Form S-3, the Company issued Form A Warrants to purchase up to an aggregate of 2,857,389 shares of our common stock and Form B Warrants to purchase up to an aggregate of 1,428,693 shares of our common stock. Each Form A Warrant has an exercise price per share of $ 0.57 22 and each Form B Warrant has an exercise price per share of $0 0.71 525. Each Form A Warrant and each Form B Warrant is exercisable on or after December 9, 2024 through and until December 9, 2029. See Note 7 – Common Stock – Equity Capital Raises – 2024 for further details. F-57 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-based Compensation(continued) a ) Warrants (continued) 2023 The Company issued warrants to purchase an aggregate of 448,500 shares of Company common stock to Freedom, at an exercise price of $ 2.00 per share. See Note 7 – Common Stock – Equity Capital Raises – 2023 for further details. The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815-40. The Company determined the warrants issued in the Freedom offering failed the indexation guidance under ASC 815-40, specifically, the warrants provide for a Black-Scholes value calculation in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater . The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815-40, the Company has classified the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration. Warrant Expiration 2024 During the year ended December 31, 2024, no warrants expired unexercised. 2023 Effective February 26, 2023, a warrant to purchase 125,000 shares of common stock expired unexercised. Outstanding Warrants Below is a table summarizing the warrants issued and outstanding as of December 31, 2024. The warrants outstanding have a weighted average price of $ 0.608 per share and an aggregate weighted average remaining contractual life of 2.71 years. The warrants exercisable have a weighted average price of $ 0.60 8 per share. Outstanding # Exercisable # Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised ($) 3,557,273 3,557,273 0.001 0.00 3,557 2,857,389 2,857,389 0.5722 4.94 1,634,998 1,428,693 1,428,693 0.7153 4.94 1,021,873 448,500 448,500 2.000 3.45 897,000 54,000 27,000 3.050 3.76 164,700 50,000 50,000 3.450 1.16 172,500 125,000 125,000 3.950 2.00 493,750 185,000 185,000 4.900 2.09 906,500 8,705,855 8,678,855 5,294,878 See also Warrants – Series A and Series B Common Stock Warrants below regarding additional warrants not included in the table above. F-58 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-based Compensation(continued) a ) Warrants (continued) Stock-based compensation expense related to warrants of $ 5,238 and $ 30,574 was recorded for the years ended December 31, 2024, and December 31, 2023, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is approximately $nil and is expected to be recognized over a period of nil years. As of December 31, 2024, the total intrinsic value of warrants was $nil. a) (ii) Warrants – Series A and Series B Common Stock Warrants Warrants Granted 2024 On August 12, 2024, in connection with a registered direct offering pursuant to the 2021 Form S-3, the Company issued Series A Warrants to purchase up to an aggregate of 12,727,273 shares of our common stock at an exercise price of $ 0.57 per share, and Series B Warrants to purchase up to an aggregate of 12,727,273 shares of our common stock at an exercise price of $ 0.57 per share. In addition, the Company issued warrants to designees of the placement agent to purchase an aggregate of 381,818 shares of Company common stock on substantially the same terms as the Series B Warrants at an exercise price of $ 0.68 75 per share. The Series A Warrants are exercisable on or after February 12, 2025 (the “Initial Exercise Date”) and will be exercisable until the earlier of (a) the two (2) year anniversary of the Initial Exercise Date and (b) the date that is 60 days following the Company’s public announcement on a Current Report on Form 8-K of the occurrence of the Company entering into one or more agreements relating to the development and commercialization of a product, technology, or process in the human space, provided at least one such agreement covers a territory that includes all or a part of the European Union, the United States, the United Kingdom, Japan, or China, and which, during the term of all such agreements and pursuant to the terms thereof, collectively such agreements include aggregate (i) potential milestone payments to the Company of at least $10.0 million, or (ii) potential milestone payments to the Company of at least $5.0 million and potential total payments of at least $20.0 million . The Series B Warrants are exercisable on or after the Initial Exercise Date, and will be exercisable until the earlier of (a) the five (5) year anniversary of the Initial Exercise Date and (b) the date that is six (6) months following the Company’s public announcement on a Current Report on Form 8-K of the occurrence of the Company or a third party receiving the first FDA approval of a product, technology, or process in the human space utilizing the Company’s intellectual property, provided, however, that the FDA’s approval of a protocol for a clinical trial of a product, technology, or process in the human space, or the FDA’s acceptance of data from invitro trials or in vivo animal trials, shall not constitute “FDA approval” for purposes of this definition of this milestone. See Note 7 – Common Stock – Equity Capital Raises – 2024 for further details F-59 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-based Compensation(continued) a) (ii) Warrants – Series A and Series B Common Stock Warrants (continued) The following table summarizes the changes in Series A and Series B Warrants of the Company outstanding during the year ended December 31, 2024 and December 31, 2023: Warrants # Weighted Average Exercise Price $ Outstanding at December 31, 2022 - - Granted - - Exercised - - Expired - - Outstanding at December 31, 2023 - - Granted 25,836,364 0.570 Exercised - - Expired - - Outstanding at December 31, 2024 25,836,364 0.570 Exercisable at December 31, 2024 - - See also Warrants –Common Stock Warrants above regarding additional warrants not included in the table above. Below is a table summarizing the Series A and Series B common stock warrants issued and outstanding as of December 31, 2024, which have a maximum aggregate weighted average remaining contractual life of 3.62 years (assuming that certain Company milestones set forth in the warrants are not achieved). The proceeds if exercised as reflected in the table below assume the warrants are exercised for cash. Description Outstanding # Exercisable # Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised ($) Investor Series A Warrants 12,727,273 0.000 0.570 2.11 7,254,546 Investor Series B Warrants 12,727,273 0.000 0.570 5.11 7,254,546 Placement Agent Series B Warrants 381,818 0.000 0.688 4.61 262,500 25,836,364 14,771,592 F-60 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 -Stock-based Compensation(continued) b) Options The Company currently has options outstanding under both its 2011 Plan (for option issuances prior to 2016,) and its 2015 Plan (for option issuances commencing in 2016). Effective as of January 1, 2016, no additional awards were or may be made under the 2011 Plan. The Company also has the 2024 Plan (as defined below), however, as of December 31, 2024 no options had been awarded under such Plan. The 2015 Plan was adopted by the Board of Directors on August 18, 2015 and approved by the stockholders at an annual meeting held on October 30, 2015. On August 5, 2016, the Board of Directors adopted an amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 1,750,000 shares, which amendment was approved by the stockholders at an annual meeting held on October 7, 2016. On June 13, 2017, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 2,500,000 shares, which amendment was approved by the stockholders at an annual meeting held on September 8, 2017. On June 15, 2018, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 3,250,000 shares, which amendment was approved by the stockholders at an annual meeting held on September 7, 2018. On March 27, 2019, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 1,000,000 shares to an aggregate maximum of 4,250,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 14, 2019. On March 31, 2021, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 1,750,000 shares to an aggregate maximum of 6,000,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 17, 2021. On April 4, 2022, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such plan by 1,750,000 shares to an aggregate maximum of 7,750,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 13, 2022. On April 17, 2023, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such plan by 1,950,000 shares to an aggregate maximum of 9,700,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 28, 2023. The 2015 Plan permits the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock bonus awards, stock appreciation rights, restricted stock units and performance awards. The primary purpose of the 2015 Plan is to enhance the Company’s ability to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company that is tied to the Company’s performance, thereby giving them an interest in the success and increased value of the Company. The 2015 Plan is administered by the Compensation Committee comprised solely of members of the Board of Directors or by the Board of Directors as a whole. At the Annual Meeting on July 2, 2024, the stockholders approved and adopted the Company’s 2024 Stock Incentive Plan (the “2024 Plan ”) which authorizes up to 7,500,000 shares of common stock for issuance pursuant to awards granted under the 2024 Plan. The 2024 Plan had previously been approved by the Board of Directors of the Company on April 24, 2024. As of December 31, 2024, no options had been awarded under such Plan, however, RSUs for 1,000,000 shares had been awarded under the 2024 Plan. See Note 8- Stock Compensation – Restricted Stock Units . F-61 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-based Compensation(continued) b ) Options (continued) The following table summarizes the changes in options outstanding of the Company during the years ended December 31, 2024 and December 31, 2023. Options # Weighted Average Exercise Price $ Outstanding at December 31, 2022 4,985,105 3.87 Forfeited ( 285,536 ) 3.89 Outstanding at December 31, 2023 4,699,569 3.87 Forfeited ( 61,821 ) 3.40 Outstanding at December 31, 2024 4,637,748 3.88 Exercisable at December 31, 2024 4,637,748 3.88 Options Granted 2023 and 2024 During the years ended December 31, 2024 and December 31, 2023, no options were granted. Options Forfeited 2024 During the year ended December 31, 2024, the following table summarizes the options were forfeited. Equity Incentive Plan Options (#) Grant Date Options Forfeited (#) Grant Price ($) Forfeiture Date 2015 12,500 Sep 7, 2021 12,500 3.40 Nov 4, 2024 2015 12,500 Sep 7, 2021 12,500 3.40 Nov 4, 2024 2015 18,410 Mar 8, 2021 18,410 3.40 Apr 16, 2024 2015 18,411 Mar 8, 2021 18,411 3.40 Apr 16, 2024 61,821 61,821 F-62 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-based Compensation(continued) b ) Options (continued) 2023 During the year ended December 31, 2023, the following table summarizes the options were forfeited. Equity Incentive Plan Options (#) Grant Date Options Forfeited (#) Grant Price ($) Forfeiture Date 2015 25,000 Apr 15, 2016 25,000 4.00 Feb 18, 2023 2015 55,000 Apr 13, 2020 55,000 3.60 Feb 18, 2023 2015 50,000 Mar 30, 2017 50,000 5.00 Feb 18, 2023 2015 50,000 Feb 11, 2019 50,000 3.25 Feb 18, 2023 2015 50,000 Jan 23, 2018 50,000 4.00 Feb 18, 2023 2015 32,383 Aug 3, 2021 32,383 3.40 Feb 18, 2023 2011 5,267 Mar 20, 2013 5,267 4.35 Mar 20, 2023 2011 1,100 Mar 20, 2013 1,100 4.35 Mar 20, 2023 2015 4,317 Aug 3, 2021 4,317 3.40 Jun 28, 2023 2011 550 Sep 2, 2013 550 3.35 Sep 2, 2023 2011 550 Sep 2, 2013 550 4.35 Sep 2, 2023 2011 550 Sep 2, 2013 550 4.35 Sep 2, 2023 2011 2,167 Sep 2, 2013 2,167 3.35 Sep 2, 2023 2011 2,167 Sep 2, 2013 2,167 4.35 Sep 2, 2023 2011 2,167 Sep 2, 2013 2,167 4.35 Sep 2, 2023 2015 4,318 Aug 3, 2021 4,318 3.40 Sep 28, 2023 285,536 285,536 F-63 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-based Compensation(continued) b ) Options (continued) Below is a table summarizing the options issued and outstanding as of December 31, 2024, all of which were issued pursuant to the 2011 Plan (for option issuances prior to 2016) or the 2015 Plan (for option issuances commencing in 2016)and which have a weighted average exercise price of $ 3.88 per share and an aggregate weighted average remaining contractual life of 3.19 years. As of December 31, 2024, an aggregate of 9,700,000 shares of common stock were authorized for issuance under the 2015 Plan, of which 182,252 shares of common stock remained available for future issuance thereunder. Outstanding # Exercisable # Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised $ 585,000 585,000 3.25 0.11 1,901,250 919,748 919,748 3.40 6.59 3,127,143 740,000 740,000 3.60 5.35 2,664,000 1,607,837 1,607,837 4.00 1.73 6,431,348 89,163 89,163 4.38 3.06 390,534 50,000 50,000 4.80 2.00 240,000 646,000 646,000 5.00 2.24 3,230,000 4,637,748 4,637,748 17,984,275 Stock-based compensation expense related to stock options of $ 0 and $ 287,363 was recorded for the year ended December 31, 2024 and December 31, 2023 respectively. Total remaining unrecognized compensation cost related to non-vested stock options is approximately $nil and is expected to be recognized over a period of nil years. As of December 31, 2024, the total intrinsic value of stock options was $nil. As of December 31, 2024, an aggregate of 182,252 shares of common stock remained available for future issuance under the 2015 Plan. F-64 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-Based Compensation(continued) c ) Restricted Stock Units (RSUs) 2015 Plan Below is a table summarizing the RSUs issued and outstanding as of December 31, 2024, all of which were issued pursuant to the 2015 Plan. RSUs # Weighted Average Exercise Price $ Outstanding at December 31, 2022 2,262,908 2.05 Granted 2,317,882 0.79 Vested ( 836,828 ) 2.35 Forfeited ( 109,010 ) 1.77 Outstanding at December 31, 2023 3,634,952 1.01 Granted 1,457,910 0.68 Vested ( 924,536 ) 1.41 Forfeited ( 776,010 ) 0.83 Outstanding at December 31, 2024 3,392,316 0.80 RSUs Granted 2024 Below is a table summarizing the RSUs granted during the year ended December 31, 2024, all of which were issued pursuant to the 2015 Plan. These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated. Note Equity Incentive Plan RSUs # Grant Date Vesting Period First Vesting Date Second Vesting Date Third Vesting Date RSU Expense $ 2015 14,000 Feb 22, 2024 36 Months Feb 22, 2025 Feb 21, 2026 Feb 21, 2027 13,589 2015 115,000 May 23, 2024 36 Months May 23, 2025 May 23, 2026 May 23, 2027 85,389 2015 297,340 Jun 1, 2024 11 Months May 1, 2025 N/A N/A 209,832 2015 38,198 Jul 1, 2024 11 Months Jun 1, 2025 N/A N/A 23,645 2015 21,583 Jul 8, 2024 6 Months Jan 1, 2025 N/A N/A 13,209 2015 343,192 Sep 1, 2024 9 Months Jun 1, 2025 N/A N/A 247,098 2015 15,000 Sep 30, 2024 36 Months Sep 30, 2025 Sep 30, 2026 Sep 30, 2027 9,015 2015 33,503 Oct 1, 2024 9 Months Jul 1, 2025 N/A N/A 21,308 2015 400,000 Nov 6, 2024 36 Months Nov 6, 2025 Nov 6, 2026 Nov 6, 2027 240,799 2015 180,094 Dec 1, 2024 6 Months Jun 1, 2025 N/A N/A 125,146 1,457,910 989,030 F-65 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-Based Compensation(continued) c ) Restricted Stock Units (RSUs) (continued) 2023 Below is a table summarizing the RSUs granted during the year ended December 31, 2023, all of which were issued pursuant to the 2015 Plan. These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated. The exception to this is specified in note (i) which is described in detail below. Note Equity Incentive Plan RSUs # Grant Date Vesting Period First Vesting Date Second Vesting Date Third Vesting Date RSU Expense $ 2015 57,000 Mar 27, 2023 36 Months Mar 27, 2024 Mar 27, 2025 Mar 27, 2026 98,040 2015 50,000 Mar 27, 2023 24 Months Mar 27, 2024 Mar 27, 2025 N/A 86,000 2015 5,325 Mar 27, 2023 12 Months Mar 27, 2024 Mar 27, 2025 N/A 9,159 2015 47,000 Jun 15, 2023 36 Months Jun 15, 2024 Jun 15, 2025 Jun 15, 2026 74,260 2015 8,392 Jun 15, 2023 12 Months Jun 15, 2024 N/A N/A 13,260 2015 43,165 Jul 13, 2023 6 Months Jul 13, 2024 Jan 13, 2024 N/A 56,978 2015 14,000 Jul 13, 2023 36 Months Jul 13, 2024 Jul 13, 2025 Jul 13, 2026 18,479 2015 34,000 Sep 11, 2023 36 Months Sep 11, 2024 Sep 11, 2025 Sep 11, 2026 44,540 2015 1,569,000 Sep 28, 2023 36 Months Sep 28, 2024 Sep 28, 2025 Sep 28, 2026 1,098,300 (i) 2015 450,000 Oct 19, 2023 Up to 42 Months Variable Variable Variable 306,000 2015 40,000 Dec 11, 2023 36 Months Dec 11, 2024 Dec 11, 2025 Dec 11, 2026 23,200 2,317,882 1,828,216 (i) These RSUs were granted by the Compensation Committee of the Board of Directors in September 2023, with an effective date of October 19, 2023 and vest upon the share price closing above $ 5.00 per share for a minimum of thirty consecutive trading days within a period of three years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. F-66 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-Based Compensation (continued) c ) Restricted Stock Units (RSUs) (continued) RSUs Vested Below is a table summarizing the RSUs vested during the year ended December 31, 2024, all of which were issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs # Vesting Date Shares Issued # Shares Withheld for Taxes # 2015 21,582 Feb 8, 2024 21,582 - 2015 9,000 Mar 1, 2024 6,057 2,943 2015 44,217 Mar 27, 2024 40,530 3,687 2015 51,000 Apr 4, 2024 32,337 18,663 2015 50,000 May 1, 2024 34,496 15,504 2015 11,500 Jun 1, 2024 6,670 4,830 2015 14,962 Jun 15, 2024 11,684 3,278 2015 4,667 Jul 13, 2024 3,165 1,502 2015 29,000 Aug 15, 2024 21,291 7,709 2015 2,000 Sep 11, 2024 2,000 - 2015 2,500 Sep 21, 2024 2,500 - 2015 332,775 Sep 28, 2024 265,300 67,475 2015 337,666 Oct 04, 2024 272,242 65,424 2015 333 Nov 29, 2024 333 - 2015 13,334 Dec 11, 2024 10,208 3,126 924,536 730,395 194,141 F-67 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 -Stock-Based Compensation(continued) c ) Restricted Stock Units (RSUs) (continued) Below is a table summarizing the RSUs vested during the year ended December 31, 2023, all of which were issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs # Vesting Date Shares Issued # Shares Withheld for Taxes # 2015 4,000 Feb 8, 2023 2,369 1,631 2015 15,000 Mar 1, 2023 9,609 5,391 2015 15,000 Mar 25, 2023 15,000 - 2015 2,500 Apr 4, 2023 1,759 741 2015 13,500 Apr 4, 2023 7,995 5,505 2015 35,000 Apr 4, 2023 22,610 12,390 2015 50,000 May 1, 2023 35,707 14,293 2015 4,000 Jun 1, 2023 2,270 1,730 2015 7,500 Jun 1, 2023 4,257 3,243 2015 208,809 Aug 3, 2023 167,809 41,000 2015 34,102 Aug 15, 2023 23,764 10,338 2015 12,000 Sep 7, 2023 7,046 4,954 2015 12,500 Sep 21, 2023 7,434 5,066 2015 357,346 Oct 4, 2023 298,738 58,608 2015 19,904 Oct 4, 2023 6,883 13,021 2015 21,583 Oct 13, 2023 21,583 - 2015 21,750 Nov 1, 2023 21,750 - 2015 334 Nov 29, 2023 334 - 2015 2,000 Dec 15, 2023 1,185 815 836,828 658,102 178,726 F-68 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 -Stock-Based Compensation(continued) c ) Restricted Stock Units (RSUs) (continued) RSUs Cancelled Below is a table summarizing the RSUs cancelled during the year ended December 31, 2024, all of which were originally issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs # Forfeiture Date RSUs Forfeited # 2015 24,000 Jan 16, 2024 24,000 2015 12,000 Jan 16, 2024 12,000 2015 2,000 Feb 9, 2024 2,000 2015 1,775 Mar 25, 2024 1,775 2015 2,098 Mar 25, 2024 2,098 2015 5,333 May 17, 2024 5,333 2015 2,000 May 17, 2024 2,000 2015 10,000 May 17, 2024 10,000 2015 28,000 May 31, 2024 28,000 2015 6,666 Jul 12, 2024 6,666 2015 13,000 Jul 12, 2024 13,000 2015 5,666 Aug 4, 2024 5,666 2015 10,000 Aug 4, 2024 10,000 2015 25,000 Aug 4, 2024 25,000 2015 5,667 Aug 4, 2024 5,667 2015 486,525 Aug 15, 2024 486,525 2015 16,000 Aug 30, 2024 16,000 2015 12,150 Aug 30, 2024 12,150 2015 9,333 Aug 30, 2024 9,333 2015 25,200 Nov 22, 2024 25,200 2015 13,666 Nov 22, 2024 13,666 2015 2,333 Dec 11, 2024 2,333 2015 4,950 Dec 11, 2024 4,950 2015 3,150 Dec 20, 2024 3,150 2015 1,666 Dec 20, 2024 1,666 2015 13,500 Dec 20, 2024 13,500 2015 7,666 Dec 20, 2024 7,666 2015 26,666 Dec 20, 2024 26,666 776,010 776,010 F-69 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 -Stock-Based Compensation(continued) c ) Restricted Stock Units (RSUs) (continued) Below is a table summarizing the RSUs cancelled during the year ended December 31, 2023, all of which were originally issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs # Forfeiture Date RSUs Forfeited # 2015 23,000 Apr 30, 2023 23,000 2015 21,000 May 5, 2023 21,000 2015 2,000 Jun 15, 2023 2,000 2015 17,343 Jun 28, 2023 17,343 2015 14,000 Jul 28, 2023 14,000 2015 10,000 Sep 22, 2023 10,000 2015 2,667 Oct 4, 2024 2,667 2015 19,000 Oct 20, 2024 19,000 109,010 109,010 F-70 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-Based Compensation (continued) c ) Restricted Stock Units (RSUs) (continued) Below is a table summarizing the RSUs issued and outstanding as of December 31, 2024 all of which were issued under the 2015 Plan, and of which the last to vest have a remaining contractual life of 2.85 years. Outstanding # Weighted Average Grant date Fair Value $ Weighted Average Remaining Contractual Life (Years) 15,000 $ 0.601 1.75 400,000 $ 0.602 1.85 21,583 $ 0.612 0.00 38,198 $ 0.619 0.42 33,503 $ 0.636 0.50 450,000 $ 0.675 2.30 450,000 $ 0.690 1.26 180,094 $ 0.695 0.42 618,750 $ 0.700 0.83 297,340 $ 0.706 0.33 343,192 $ 0.720 0.42 115,000 $ 0.743 1.39 14,000 $ 0.971 1.15 4,000 $ 1.310 0.80 9,333 $ 1.320 0.69 312,325 $ 1.460 0.36 17,332 $ 1.580 0.48 38,333 $ 1.720 0.66 333 $ 2.150 0.46 34,000 $ 2.950 0.06 3,392,316 Stock-based compensation expense related to RSUs of $ 1,263,304 and $ 1,971,607 was recorded in the years ended December 31, 2024, and December 31, 2023, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $ 1,288,827 . F-71 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 8 - Stock-Based Compensation (continued) c ) Restricted Stock Units (RSUs) (continued) 2024 Plan Below is a table summarizing the RSUs issued and outstanding as of December 31, 2024, all of which were issued pursuant to the 2024 Plan. RSUs # Weighted Average Exercise Price $ Outstanding at December 31, 2022 - - Granted - - Vested - - Forfeited - - Outstanding at December 31, 2023 - - Granted 500,000 0.271 Granted 500,000 0.144 Vested - - Forfeited - - Outstanding at December 31, 2024 1,000,000 0.207 2024 Below is a table summarizing the RSUs granted during the year ended December 31, 2024, all of which were issued pursuant to the 2024 Plan. These RSUs vest, subject to continued service and will result in the compensation expense stated in the table with the following details specified in notes (i) and (ii) described in detail below. Note Equity Incentive Plan RSUs # Grant Date Vesting Period First Vesting Date Second Vesting Date Third Vesting Date RSU Expense $ (i) 2024 500,000 Nov 6, 2024 Up to 42 Months Variable Variable Variable 135,280 (ii) 2024 500,000 Nov 6, 2024 Up to 42 Months Variable Variable Variable 72,124 1,000,000 (I) These RSUs vest upon the share price closing above $ 2.50 per share for a minimum of thirty consecutive trading days within a period of three and a half years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. (ii) These RSUs vest upon the share price closing above $ 5.00 per share for a minimum of thirty consecutive trading days within a period of three and a half years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. F-72 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 9 - Income Taxes The Company has estimated net operating losses for the years ended December 31, 2024 and 2023 of $ 37.5 million and $ 33.1 million, respectively, available to offset taxable income in future years. The significant components of deferred income taxes and assets as of December 31, 2024 and December 31, 2023 are as follows: Net Deferred Tax Liability December 31, 2024 December 31, 2023 $ $ Excess of tax over book depreciation and amortization ( 68,649 ) ( 71,391 ) ROU Asset ( 112,615 ) ( 108,326 ) Lease Liability 119,084 113,834 Accrued expenses 7,842 8,933 Capitalized research expenses 3,285,031 2,723,982 Stock-based compensation 313,788 322,177 Net Operating Losses carry-forward 37,535,523 33,092,721 Research and development tax credits 824,069 1,033,416 Gross deferred tax assets 41,904,073 37,115,346 Valuation allowance ( 41,904,073 ) ( 37,115,346 ) Net deferred tax asset - - Change in Valuation Allowance ( 4,788,727 ) Summary Rate Reconciliation December 31, 2024 December 31, 2023 % % Federal statutory rate 21.0 21.0 Permanent Differences ( 0.6 ) ( 3.3 ) Stock based compensation ( 0.5 ) ( 0.8 ) Federal Research & Development Credits 0.3 0.7 Foreign taxes ( 0.4 ) ( 0.2 ) Federal Deferred Rate Decrease - - Change in Valuation Allowance ( 19.8 ) ( 17.5 ) Total - ( 0.1 ) Disclosure Amounts December 31, 2024 Net Operating Losses - United States 50,144,452 Net Operating Losses - Foreign 114,230,276 Credit Carryforward - United States - Credit Carryforward - Foreign 823,069 Increase in Valuation Allowance 4,788,727 F-73 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 10 - Commitments and Contingencies a) Finance Lease Obligations In 2016, the Company entered into a real estate capital lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million, maturing May 2031 , with implicit interest of 2.62 %. As of December 31, 2024, the balance payable was $ 375,075 . The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of December 31, 2024: For the Year Ending December 31, 2024 Amount $ 2025 55,672 2026 55,672 2027 55,672 2028 55,672 2029 55,671 Greater than 5 years 132,204 Total 410,563 Less: Amount representing interest ( 35,488 ) Total Finance Lease Liabilities 375,075 b) Operating Lease Right-of-Use Liabilities Operating leases as of December 31, 2024, and December 31, 2023, consisted of the following: December 31, 2024 December 31, 2023 $ $ Operating right-of-use assets 599,816 549,504 Operating lease liabilities, current portion 221,755 199,323 Operating lease liabilities, long term 410,686 378,054 Total operating lease liabilities 632,441 577,377 Weighted average remaining lease (months) 48 25 Weighted average discount rate 3.70 % 2.38 % During the year ended December 31, 2024, cash paid for amounts included for the measurement of lease liabilities was $ 250,048 and the Company recorded operating lease expense of $ 247,390 . F-74 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 10 – Commitments and Contingencies (continued) b) Operating Lease Right-of-Use Liabilities (continued) The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of December 31, 2024. For the Year Ending December 31, 2024 Amount $ 2025 244,273 2026 229,108 2027 148,590 2028 54,343 2029 - Total 676,314 Less: imputed interest ( 43,873 ) Total Operating Lease Liabilities 632,441 As of December 31, 2024, operating lease right-of-use assets and liabilities arising from operating leases were $ 599,816 and $ 632,441 , respectively. The Company’s office space leases are short term, and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the year ended December 31, 2024, $ 49,988 was recognized in short-term lease costs associated with the office space leases in Singapore and Nevada. The annual payments remaining for such short-term office leases as of December 31, 2024, were as follows: For the Year Ending December 31, 2024 Amount $ 2025 11,874 Total Operating Lease Liabilities 11,874 c) Grants Repayable In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for € 1,048,020 . Per the terms of the agreement, € 314,406 of the grant is to be repaid by installments over the period from June 30, 2014 to June 30, 2023. The Company has recorded the balance of € 733,614 to other income in previous years as there is no obligation to repay this amount. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6% royalty on revenue, is twice the amount of funding received . As of December 31, 2024, the grant balance repayable was $ 25,876 . In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for € 605,000 . Per the terms of the agreement, € 181,500 of the grant is to be repaid by instalments over 12 years commencing in 2020. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received . As of December 31, 2024, the grant balance repayable was $ 84,114 . F-75 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 10 – Commitments and Contingencies (continued) c) Grants Repayable (continued) In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for € 495,000 . Per the terms of the agreement, € 148,500 of the grant is to be repaid by installments over 10 years commencing in 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 2.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received . As of December 31, 2024, the grant balance repayable was $ 82,363 . In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for € 929,433 . Per the terms of the agreement, € 278,830 of the grant is to be repaid by instalments over 15 years commencing in 2022. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 4.34% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received . As of December 31, 2024, the grant balance repayable was $ 229,868 . As of December 31, 2024, the balance repayable was $ 422,221 and the annual payments remaining were as follows: For the Year Ending December 31, 2024 Amount $ 2025 60,978 2026 42,305 2027 46,968 2028 50,228 2029 51,629 Greater than 5 years 170,113 Total Grants Repayable 422,221 F-76 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 10 – Commitments and Contingencies (continued) d) Long-Term Debt In 2016, the Company entered into a 15 -year loan agreement with ING for € 270,000 with a fixed interest rate of 2.62 %, maturing December 2031 . As of December 31, 2024, the principal balance payable was $ 145,654 . In 2017, the Company entered into a 7 -year loan agreement with SOFINEX for up to € 1 million with a fixed interest rate of 4.50 %, maturing September 2024 . As of December 31, 2024, €1 million has been drawn down under this agreement and the principal balance payable was $ 51,753 . In 2020, the Company entered into a 10 -year loan agreement with Namur Invest for a maximum of € 830,000 with fixed interest rate of 4.00 %, maturing March 2031 . As of December 31, 2024, the amount that has been drawn down under this agreement was € 556,828 , representing a principal balance payable of $ 576,345 . On November 23, 2021, the Company entered into a 3 ½ year loan agreement with SOFINEX for a maximum of € 450,000 with fixed interest rate of 5.00 %, maturing June 2025 . As of December 31, 2024, the amount that has been drawn down under this agreement was € 450,000 , representing a principal balance payable of $ 116,443 . In 2022, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 1,000,000 with fixed interest rate of 6.00 %, maturing July 2026 . As of December 31, 2024, the amount that has been drawn down under this agreement was € 1,000,000 , representing a principal balance payable of $ 495,160 . In 2022, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 500,000 with fixed interest rate of 5.45 %, maturing December 2027 . As of December 31, 2024, the amount that has been drawn down under this agreement was € 500,000 , representing a principal balance payable of $ 398,497 . In 2023, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 400,000 with fixed interest rate of 7.00 %, maturing June 2027 . As of December 31, 2024, € 400,000 had been drawn down under this agreement and the principal balance payable was $ 360,883 . In 2023, the Company entered into a 5 -year loan agreement with Wallonie Entreprendre S.A. for a maximum of € 2.5 million with fixed interest rate of 7.68 %, maturing December 2028 . As of December 31, 2024, € 1,500,000 had been drawn down under this agreement and the principal balance payable was $ 2,070,100 . On October 29, 2024, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 577,975 with fixed interest rate of 7.00 %, maturing September 2028 . As of December 31, 2024, € 577,975 had been drawn down under this agreement and the principal balance payable was $ 598,234 . F-77 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 10 – Commitments and Contingencies (continued) d) Long-Term Debt (continued) As of December 31, 2024, the total balance for long-term debt payable was $ 4,813,069 and the payments remaining were as follows: For the Year Ending December 31, 2024 Amount $ 2025 1,263,036 2026 978,784 2027 787,099 2028 2,523,491 2029 127,296 Greater than 5 years 176,311 Total 5,856,017 Less: amount representing interest ( 1,042,948 ) Total Long-Term Debt 4,813,069 e) Collaborative Agreement Obligations As of December 31, 2024, the total amount to be paid, for future research and collaboration commitments was approximately $ 1,120,518 and the annual payments remaining were as follows: Total Amount Remaining 2025 $ $ National University of Taiwan 510,000 510,000 MD Anderson Cancer Center 277,092 277,092 Guys and St Thomas 162,609 162,609 Xenetic Biosciences 81,447 81,447 University Medical Centre Amsterdam 89,370 89,370 Total Collaborative Obligations 1,120,518 1,120,518 In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a 3 -year period for a cost to the Company of up to $ 2.55 million payable over such period. As of December 31, 2024, $ 510,000 is still to be paid by the Company under this agreement. In 2022, the Company entered into a sponsored research agreement with The University of Texas MD Anderson Cancer Center to evaluate the role of neutrophil extracellular traps ("NETs") in cancer patients with sepsis for a cost to the Company of $ 449,406 . As of December 31, 2024, $ 277,092 is still to be paid by the Company under this agreement. F-78 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 10 – Commitments and Contingencies (continued) e) Collaborative Agreement Obligations (continued) In August 2023, the Company entered into a project research agreement with Guy’s and St Thomas’ NHS Foundation Trust to evaluate the practical clinical utility of the Nu.Q ® H3.1 nucleosome levels in adult patients with sepsis to facilitate early diagnosis and prognostication for a cost to the Company of £ 162,338 . As of December 31, 2024, $ 162,609 is still to be paid by the Company under this agreement and as of December 31, 2024, $ 162,609 is due by the Company under this agreement. In July 2023, the Company entered into a research agreement with Xenetic Biosciences Inc and CLS Therapeutics Ltd to evaluate the anti-tumoral effects of Nu.Q ® CAR T cells for a cost to the Company of $ 107,589 . As of December 31, 2024, $ 81,447 is still to be paid by the Company under this agreement and as of December 31, 2024, $ 26,142 is due by the Company under this agreement. In January 2024, the Company entered into an agreement with the University Medical Centre Amsterdam (“UMC”). UMC will perform a retrospective study to evaluate the diagnostic potential of the Nu.Q ® H3.1 nucleosomes as diagnostic, prognostic and phenotyping biomarkers in sepsis for a cost to the Company of $ 134,055 . As of December 31, 2024, $ 89,370 is due by the Company under this agreement. f) Other Commitments Volition Vet On October 25, 2019, the Company entered into an agreement with TAMU for provision of in-kind services of personnel, animal samples and laboratory equipment in exchange for a non-controlling interest of 7.5 % in Volition Vet with an additional 5 %, vesting in a year from the date of the agreement, giving TAMU in aggregate, a 12.5 % equity interest as of such date. As of December 31, 2024, TAMU has a 12.5 % equity interest in Volition Vet. Belgian Volition In connection with the acquisition of the Company’s former subsidiary, Volition Germany GMBH, the Company entered into a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of five years post-closing. As of December 31, 2024, $202 is payable under the 6 % royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of $ 113,856 . g) Legal Proceedings There are no legal proceedings which the Company believes will have a material adverse effect on its financial position. F-79 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 10 – Commitments and Contingencies (continued) h) Commitments in Respect of Corporate Goals and Performance-Based Awards As of December 31, 2024, the Company has recognized total compensation expense of $ 1,439,767 of which $ 527,940 is in relation to RSUs from grants in 2022 that vested in 2023, $ 516,039 is in relation to RSUs from such grants that vested in 2024, and $ 395,788 is in relation to RSUs from such grants that will vest in 2025. The Company has unrecognized compensation expense of $ 115,142 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards. Total Award $ Vesting Year Amortized 2024 $ Amortized 2023 $ Amortized 2022 $ Un-Amortized $ 527,940 2023 - 393,853 134,087 - 516,040 2024 190,833 260,119 65,088 - 510,931 2025 171,519 177,584 46,686 115,142 1,554,911 362,352 831,556 245,861 115,142 In September 2023, the Compensation Committee of the Board of Directors of the Company approved the granting of cash bonuses, payable upon achievement of various corporate goals focused around revenue, operations and regulatory, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries. Pursuant to the terms of the grants, conditional upon the achievement by December 31, 2023 and June 30, 2024 of specified corporate goals as set forth in the minutes of the Compensation Committee, as well as continued service by the award recipients to the Company, the Company at the sole discretion of the Chief Executive Officer and the Chief Financial Officer would pay a cash bonus to such award recipients. As of December 31, 2024, the Company has accrued compensation expense of $ 536,535 in relation to cash bonuses payable on the achievement of specified corporate goals based on the expected outcomes related to the prescribed performance targets. To the extent this is payable, this cash bonus compensation payment has currently been deferred indefinitely. As of December 31, 2024, the Company had recognized total compensation expense of $ 494,812 . The Company has unrecognized compensation expense of $ 205,730 in relation to the RSUs from grants in 2023, of which $ 0 is in relation to RSUs that vested in 2024, $ 80,175 in relation to RSUs that will vest in 2025, and $125,555 in relation to RSUs that will vest in 2026 based on the outcomes related to the prescribed performance targets on the outstanding awards. Total Award $ Vesting Year Amortized 2024 $ Amortized 2023 $ Un-Amortized $ 242,902 2024 148,132 94,770 - 231,266 2025 103,578 47,513 80,175 226,374 2026 69,116 31,703 125,555 700,542 320,826 173,986 205,730 F-80 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 11 - Subsequent Events Equity Distribution Agreement During the period from January 1, 2025 through March 20, 2025, the Company sold 348,706 shares of common stock for aggregate proceeds (net of broker commissions and fees) of approximately $ 210,104 under the 2022 EDA. RSUs Vesting On January 1, 2025, 21,583 RSUs previously granted to a contractor vested and resulted in the issuance of 21,583 shares of common stock. On February 22, 2025, 4,667 RSUs previously granted to an employee vested and resulted in the issuance of 2,750 shares of common stock. An aggregate of 1,917 shares of common stock were withheld for taxes and returned to the 2015 Plan On March 13, 2025, 113,343 RSUs previously granted to an employee vested and resulted in the issuance of 73,220 shares of common stock. An aggregate of 40,123 shares of common stock were withheld as taxes and returned to the 2015 Plan RSUs Granted Effective January 15, 2025, the Company granted RSUs of 50,000 shares of common stock to a non-executive officer and director of the Company in exchange for services provided to the Company. These RSUs vest over 3 years , with approximately one-third vesting on each of January 15, 2026, January 15, 2027 and January 15, 2028, subject to continued service by the employee, and will result in total compensation expense of $ 31,505 . Effective January 15, 2025, the Company granted RSUs of 16,912 shares of common stock to four Scientific Advisory Board members of the Company in exchange for services provided to the Company. These RSUs vest over 1 years , vesting on January 15, 2026, subject to continued service by the to Scientific Advisory Board members, and will result in total compensation expense of $ 10,656 . Effective February 26, 2025, the Company granted RSUs of 125,000 shares of common stock under the 2015 Plan to a consultant in exchange for services provided to the Company. These RSUs vest on May 13, 2025 , subject to continued service by the consultant, and will result in total compensation expense of $ 73,000 . Effective February 26, 2025, the Company granted RSUs of 25,000 shares of common stock under the 2024 Plan to a consultant in exchange for services provided to the Company. These RSUs vest on May 13, 2025 , subject to continued service by the consultant, and will result in total compensation expense of $ 14,600 . Effective March 7, 2025, the Company granted RSUs of 12,500 shares of common stock under the 2015 Plan to a consultant in exchange for services provided to the Company. These RSUs vest on March 7, 2026 , subject to continued service by the consultant, and will result in total compensation expense of $ 7,563 . Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of cash bonuses of up to two months’ gross salary to the salaried employees of the Company and its affiliates, payable upon achievement of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding. Pursuant to the terms of the grants, conditioned upon the achievement by the Company or its affiliates/subsidiaries of one or more of the specified corporate goals as set forth in the minutes of the Compensation Committee, and providing that the bonus recipients commenced employment prior to October 1, 2025 and continued employment until at least December 31, 2025, at the sole discretion of both the Chief Executive Officer and the Chief Financial Officer, the Company would pay a cash bonus to such award recipients in their January 2026 monthly payroll. Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of RSUs of 2,868,000 shares of common stock under the 2024 Plan, payable upon the achievement of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries in exchange for services provided to the Company. Pursuant to the terms of the grants, conditioned upon the achievement by the Company or its affiliates/subsidiaries of one or more of the corporate goals as set forth in the minutes of the Compensation Committee, as determined in the sole discretion of the Compensation Committee, these RSU will vest at a rate of approximately one-third vesting on each of March 17, 2026, March 17, 2027, and March 17, 2028 subject to continued service of the award recipient to the Company through the applicable vesting dates, and will result in total compensation expense of $ 1,634,760 . F-81 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2024 and 2023 ($ expressed in United States Dollars) Note 11 - Subsequent Events (continued) RSUs Cancellations On February 28, 2025, 28,200 RSUs previously granted to a consultant of the Company were cancelled and returned as authorized shares under the 2015 Plan upon cessation of a service contract prior to vesting. On March 15, 2025, 50,350 RSUs previously granted to a Company employee were cancelled and returned as authorized shares under the 2015 Plan upon resignation prior to vesting. Options The following table summarizes the modifications to options on January 29, 2025 where the Company modified a total of 545,000 options to extend their expiry dates to ten years from the original dates of grant. This resulted in $ 103,573 of expense. Amendment Date Equity Incentive Plan Stock Options Grant Date New Expiration Date Option Expense # $ January 29, 2025 2015 545,000 February 11, 2019 February 11, 2029 103,573 545,000 103,573 Options Cancellations On March 20, 2025, 26,200 Options previously granted to a Company employee on August 3, 2021 were cancelled and returned as authorized shares under the 2015 Plan following termination. Registered Direct Offering On March 24, 2025, the Company entered into a securities purchase agreement with the several purchasers, pursuant to which the Company issued and sold to such purchasers, in a registered direct offering pursuant to the 2021 Form S-3, an aggregate of (i) 2,363,636 shares of the Company’s common stock to certain of its directors and executive officers, and certain of its existing stockholders (collectively, the “Insiders”) at an offering price of $ 0.55 per share (the “Insider Shares”), and (ii) 1,739,087 shares of common stock (the “Warrant Investor Shares” and, together with the Insider Shares, the “March 2025 Shares”), together with common stock purchase warrants to purchase up to 1,739,087 shares of common stock (the “March 2025 Warrants”), at a combined offering price of $ 0.55 per Warrant Investor Share and accompanying March 2025 Warrant, to certain other existing stockholders of the Company and new investors (collectively, the “Warrant Investors”). Each March 2025 Warrant has an exercise price per share of $ 0.66 , and is exercisable on or after March 26, 2025 through and until March 26, 2030. The Insiders did not receive any March 2025 Warrants in the offering. The net proceeds received by the Company for the issuance and sale of the March 2025 Shares and the March 2025 Warrants was $ 2.3 million, before deducting offering expenses of $ 0.1 million paid by the Company. The net proceeds above excludes any proceeds arising from the exercise of the March 2025 Warrants. END NOTES TO FINANCIALS F-82 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.