VOLITIONRX LTD 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Page Condensed Consolidated Balance Sheets 5 Condensed Consolidated Statements of Operations and Comprehensive Loss 6 Condensed Consolidated Statements of Stockholders’ Deficit 7 Condensed Consolidated Statements of Cash Flows 8 Notes to the Condensed Consolidated Financial Statements 9 4 Table of Contents VOL ITIONRX LIMITED Condensed Consolidated Balance Sheets (Expressed in United States Dollars, except share numbers) March 31, December 31, 2025 2024 $ $ ASSETS (UNAUDITED) Current Assets Cash and cash equivalents 2,600,342 3,264,429 Accounts receivable 187,830 110,574 Prepaid expenses 250,061 338,660 Other current assets 255,769 343,145 Total Current Assets 3,294,002 4,056,808 Property and equipment, net 4,348,316 4,429,152 Operating lease right-of-use assets 560,610 599,816 Intangible assets, net 317,129 313,747 Total Assets 8,520,057 9,399,523 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable 3,011,897 2,766,178 Accrued liabilities 3,698,868 3,476,903 Deferred revenue 230,000 230,000 Management and directors’ fees payable 54,392 30,086 Current portion of long-term debt 862,475 860,223 Current portion of finance lease liabilities 49,179 46,737 Current portion of operating lease liabilities 224,690 221,755 Current portion of grant repayable 63,750 60,979 Warrant liability 77,848 97,886 Total Current Liabilities 8,273,099 7,790,747 Deferred revenue, net of current portion 22,663,400 22,663,400 Long-term debt, net of current portion 5,532,382 3,952,846 Finance lease liabilities, net of current portion 330,847 328,338 Operating lease liabilities, net of current portion 369,342 410,686 Grant repayable, net of current portion 377,662 361,242 Total Long-Term Liabilities 29,273,633 27,716,512 Total Liabilities 37,546,732 35,507,259 Stockholders' Deficit Common Stock Authorized: 175,000,000 shares of common stock, at $ 0.001 par value per share Issued and outstanding: 100,746,467 shares and 96,097,485 shares, respectively 100,747 96,098 Additional paid-in capital 206,961,962 204,154,994 Accumulated other comprehensive income 131,702 385,631 Accumulated deficit ( 234,968,102 ) ( 229,544,343 ) Total VolitionRx limited Stockholders' Deficit ( 27,773,691 ) ( 24,907,620 ) Non-controlling interest ( 1,252,984 ) ( 1,200,116 ) Total Stockholders’ Deficit ( 29,026,675 ) ( 26,107,736 ) Total Liabilities and Stockholders’ Deficit 8,520,057 9,399,523 (The accompanying notes are an integral part of these condensed consolidated financial statements) 5 Table of Contents VOL ITIONRX LIMITED Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Expressed in United States Dollars, except share numbers) Three Months Ended March 31, 2025 2024 $ $ Revenues Service 115,476 2,938 Product 130,909 168,597 Total Revenues 246,385 171,535 Operating Expenses Research and development 2,607,444 4,629,527 General and administrative 2,243,362 2,253,743 Sales and marketing 917,299 1,672,769 Total Operating Expenses 5,768,105 8,556,039 Operating Loss ( 5,521,720 ) ( 8,384,504 ) Other Income (Expenses) Grant income 121,566 - Interest income 158 8,654 Interest expense ( 96,669 ) ( 77,233 ) Gain (Loss) on change in fair value of warrant liability 20,038 ( 18,922 ) Total Other Income (Expenses) 45,093 ( 87,501 ) Net Loss ( 5,476,627 ) ( 8,472,005 ) Net Loss attributable to Non-Controlling Interest 52,868 104,617 Net Loss attributable to VolitionRx Stockholders ( 5,423,759 ) ( 8,367,388 ) Other Comprehensive Income (Loss) Foreign currency translation adjustments ( 253,929 ) 15,026 Net Comprehensive Loss ( 5,730,556 ) ( 8,456,979 ) Loss Per Common Share – Attributable to Common Stockholders - Basic and Diluted ( 0.06 ) ( 0.10 ) Weighted Average Shares Outstanding – Basic and Diluted 96,536,052 81,956,660 (The accompanying notes are an integral part of these condensed consolidated financial statements) 6 Table of Contents VOL ITIONRX LIMITED Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited) (Expressed in United States Dollars, except share numbers) For the Three Months Ended March 31, 2025 and March 31, 2024 Accumulated Additional Other Non - Common Stock Paid-in Comprehensive Accumulated Controlling Shares Amount Capital Income Deficit Interest Total # $ $ $ $ $ $ Balance, December 31, 2024 96,097,485 96,098 204,154,994 385,631 ( 229,544,343 ) ( 1,200,116 ) ( 26,107,736 ) Common stock issued for cash, net of issuance costs 4,551,429 4,551 2,380,103 - - - 2,384,654 Common stock issued for settlement of RSUs 97,553 98 ( 98 ) - - - - Stock-based compensation in relation to modification of options 103,573 103,573 Stock-based compensation - - 347,801 - - - 347,801 Tax withholdings paid related to stock-based compensation - - ( 24,411 ) - - - ( 24,411 ) Foreign currency translation - - - ( 253,929 ) - - ( 253,929 ) Net loss for the period - - - - ( 5,423,759 ) ( 52,868 ) ( 5,476,627 ) Balance, March 31, 2025 100,746,467 100,747 206,961,962 131,702 ( 234,968,102 ) ( 1,252,984 ) ( 29,026,675 ) Accumulated Additional Other Non - Common Stock Paid-in Comprehensive Accumulated Controlling Shares Amount Capital Income (Loss) Deficit Interest Total # $ $ $ $ $ $ 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 cash, net of issuance costs 13,350 13 15,721 - - - 15,734 Common stock issued for settlement of RSUs 68,169 69 ( 69 ) - - - - Stock-based compensation - - 411,220 - - - 411,220 Tax withholdings paid related to stock-based compensation - - ( 3,062 ) - - - ( 3,062 ) Common stock issued in lieu of license fee 129,132 129 125,129 - - - 125,258 Foreign currency translation - - - 15,026 - - 15,026 Net loss for the period - - - - ( 8,367,388 ) ( 104,617 ) ( 8,472,005 ) Balance, March 31, 2024 82,108,972 82,109 194,997,353 258,966 ( 210,943,895 ) ( 1,014,584 ) ( 16,620,051 ) (The accompanying notes are an integral part of these condensed consolidated financial statements) 7 Table of Contents VOL ITIONRX LIMITED Condensed Consolidated Statements of Cash Flows (Unaudited) (Expressed in United States Dollars) Three Months Ended March 31, 2025 2024 $ $ Operating Activities Net loss ( 5,476,627 ) ( 8,472,005 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 251,941 263,207 Amortization of operating lease right-of-use assets 56,325 58,866 Stock-based compensation 451,374 411,220 Gain on change in fair value of warrant liability ( 20,038 ) 18,922 Changes in operating assets and liabilities: Prepaid expenses 88,599 ( 572,917 ) Accounts receivable ( 77,256 ) 106,325 Other current assets 87,376 ( 109,978 ) Accounts payable and accrued liabilities 372,042 11,755 Management and directors’ fees payable 24,306 621 Right-of-use assets operating leases liabilities ( 56,060 ) ( 58,400 ) Net Cash Used In Operating Activities ( 4,298,018 ) ( 8,342,384 ) Investing Activities Purchases of property and equipment ( 1,808 ) ( 28,809 ) Purchase of License - ( 50,000 ) Net Cash Used In Investing Activities ( 1,808 ) ( 78,809 ) Financing Activities Net proceeds from issuances of common stock 2,384,654 15,733 Tax withholdings paid related to stock-based compensation ( 24,411 ) ( 3,062 ) Proceeds from long-term debt 1,570,176 - Payments on long-term debt ( 251,759 ) ( 210,183 ) Payments on finance lease obligations ( 11,580 ) ( 11,886 ) Net Cash Provided By (Used In) Financing Activities 3,667,080 ( 209,398 ) Effect of foreign exchange on cash ( 31,341 ) ( 327,229 ) Net change in cash and cash equivalents ( 664,087 ) ( 8,957,820 ) Cash and cash equivalents – Beginning of the Period 3,264,429 20,729,983 Cash and cash equivalents – End of the Period 2,600,342 11,772,163 Supplemental Disclosures of Cash Flow Information Interest paid 96,669 77,233 Non-Cash Financing Activities Common stock issued upon settlement of vested RSUs 98 197 Offering costs from issuance of common stock 134,329 - Common stock issued for License rights - 125,258 Non-cash note payable 292,470 294,603 (The accompanying notes are an integral part of these condensed consolidated financial statements) 8 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 1 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and use of estimates The accompanying unaudited condensed consolidated financial statements of VolitionRx Limited (the “Company” or “VolitionRx”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2024 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2025 (the “Annual Report”). The interim unaudited condensed consolidated financial statements should be read in conjunction with those audited consolidated financial statements included in the Annual Report. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The preparation of the Company's Condensed Consolidated Financial Statements requires management to make certain estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported and reported amounts of revenues and expenses. Such estimates include impairment of long-lived assets, accounts receivable, useful lives of intangible assets and property and equipment, fair values of stock-based awards, income taxes among others. These estimates and assumptions are based on management’s judgment. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the circumstances or experiences on which the estimate was based or as a result of new information. Changes in estimates, including those resulting from changes in the economic environment, are reflected in the period in which the change in estimate occurs. Recently Issued Accounting Pronouncements The Company has implemented all applicable new accounting pronouncements that are in effect. The Company does not believe that there are any other applicable new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 9 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) Note 1 - Basis of Presentation and Summa ry of Significant Accounting Policies (continued) Fair Value Measurements Pursuant to ASC 820, “ Fair Value Measurements and Disclosures,” an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 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 financial instruments of the Company consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt, and a warrant liability. These items are considered Level 1 due to their short-term nature and their market interest rates, except for the warrant liability, which is considered Level 2 and is recorded at fair value at the end of each reporting period. 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 March 31, 2025. Fair Value Measurements at March 31, 2025 Description Level 1 Level 2 Level 3 Total $ $ $ $ Liabilities Warrant liability - 77,848 - 77,848 Fair Value Measurements at December 31, 2024 Description Level 1 Level 2 Level 3 Total $ $ $ $ Liabilities Warrant liability - 97,886 - 97,886 10 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) Note 1 - Basis of Presentation and Summa ry of Significant Accounting Policies (continued) Fair Value Measurements (continued) As of March 31, 2025, the warrant liability was $ 77,848 . The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis for the three months ended March 31, 2025. Warrant Liability Total $ 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 Gain on change in fair value of warrant liability ( 20,038 ) Balance at March 31, 2025 77,848 Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, “ Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations and comprehensive loss. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of March 31, 2025, 48,265,651 potential common shares equivalents from warrants, options, and restricted stock units (“RSUs”) were excluded from the diluted EPS calculations as their effect is anti-dilutive. 11 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 2 – Liquidity and Going Concern Assessment The Company's condensed consolidated financial statements are prepared using GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. 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 financial statements are 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 considered various scenarios, forecasts, projections, estimates and made 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. For the three months ended March 31, 2025, the Company incurred a net loss of $ 5.5 million and used cash flows in operating activities of $ 4.3 million. As of March 31, 2025, the Company had cash and cash equivalents of $ 2.6 million and an accumulated deficit of $ 235.0 million. The Company has generated operating losses and has experienced negative cash flows from operations since inception. The Company has not generated significant revenues and expects to incur further losses in the future, particularly from continued development of its clinical-stage diagnostic tests and commercialization activities. The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions or, financing, and/or generate revenues as may be required to sustain its operations. Management plans to address the above as needed by, (a) granting licenses and/or distribution rights to third parties in exchange for specified up-front and/or back-end payments, (b) obtaining additional financing through debt or equity transactions, (c) securing additional grant funds, and (d) developing and commercializing its products in an efficient manner. Management continues to exercise tight cost controls to conserve cash. As part of the Company’s cash conservation efforts, directors and certain employees have elected to exchange a portion of their fees earned or paid in cash or salary, respectively, for RSUs in the Company for a period of up to six months. 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. Management assessed the mitigating effect of these plans to determine if it is probable that the plans would be effectively implemented within one year after the condensed consolidated financial statements are issued and when implemented, would mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. These plans are subject to market conditions and reliance on third parties, and there is no assurance that effective implementation of the Company’s plans will result in the necessary funding to continue current operations and satisfy current and expected debt obligations. The Company has implemented short-term cash preservation and cost-saving initiatives to conserve cash. The Company concluded that these plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern beyond one year from the date the condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. 12 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 3 - Property and Equipment The Company’s property and equipment consisted of the following amounts as of March 31, 2025 and December 31, 2024: March 31, 2025 December 31, 2024 Useful Life Cost $ Cost $ Computer hardware and software 3 years 727,262 701,505 Laboratory equipment 5 years 4,747,553 4,600,168 Office furniture and equipment 5 years 372,712 359,337 Buildings 30 years 2,071,304 1,981,247 Building improvements 5 - 15 years 1,711,554 1,637,139 Land Not amortized 129,852 124,206 Total property and equipment 9,760,237 9,403,602 Less accumulated depreciation 5,411,921 4,974,450 Total property and equipment, net 4,348,316 4,429,152 During the three-month periods ended March 31, 2025 and March 31, 2024, the Company recognized $ 246,248 and $ 277,501 , respectively, in depreciation expense. 13 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 4 - Intangible Assets The Company’s intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years. March 31, 2025 December 31, 2024 Cost $ Cost $ Patents and Licenses 1,408,333 1,354,274 Total Patents and Licenses 1,408,333 1,354,274 Less accumulated amortization 1,091,204 1,040,527 Total Patents and Licenses, net 317,129 313,747 During the three-month periods ended March 31, 2025 and March 31, 2024, the Company recognized $ 5,693 and $( 14,294 ), respectively, in amortization expense. The Company amortizes the patents and licenses 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 $ 15,561 2026 $ 20,748 2027 $ 20,748 2028 $ 20,748 2029 $ 20,748 Greater than 5 years $ 218,576 Total Intangible Assets $ 317,129 The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360, “ Property, Plant and Equipment, ” as of December 31, 2024. The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, 2024. No te 5 - Related-Party Transactions See Note 6, Common Stock , for common stock issued to related parties and Note 7, Stock-Based Compensation, for stock options, warrants and RSUs issued to related parties. The Company has agreements with related parties for the purchase of consultancy services which are accrued under management and directors’ fees payable (see condensed consolidated balance sheets). 14 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 6 - Common Stock As of March 31, 2025, the Company was authorized to issue 175 million shares of common stock, par value $ 0.001 per share, of which 100,746,467 and 96,097,485 shares were issued and outstanding as of March 31, 2025 and December 31, 2024, respectively. Stock Option Exercises During the three months ended March 31, 2025, no shares of common stock were issued pursuant to the exercise of stock options. Stock Options Expired / Cancelled On March 20, 2025, 26,200 vested stock options previously granted to an employee were cancelled and returned as authorized shares under the 2015 Stock Incentive Plan (the “2015 Plan”) on the expiration of the exercise period following the resignation of such employee. RSU Settlements Below is a table summarizing the RSUs that vested and settled during the three months ended March 31, 2025, all of which were issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs Vested (#) Vest Date Shares Issued (#) Shares Withheld for Taxes (#) 2015 21,583 Jan 1, 2025 21,583 - 2015 4,667 Feb 22, 2025 2,750 1,917 2015 33,503 Mar 13, 2025 21,643 11,860 2015 38,198 Mar 13, 2025 24,676 13,522 2015 41,642 Mar 13, 2025 26,901 14,741 139,593 97,553 42,040 2025 Equity Capital Raise 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 Company’s Registration Statement on Form S-3 (File No. 333-259783) declared effective by the SEC on November 8, 2021 (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 “March 2025 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 March 2025 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 $0.1 million paid by the Company . The net proceeds above excludes any proceeds arising from the exercise of the March 2025 Warrants. The shares of common stock underlying the March 2025 Warrants were initially registered pursuant to the 2021 Form S-3. The shares of common stock underlying the March 2025 Warrants were subsequently registered pursuant to a Registration Statement on Form S-1 (File No. 333-286401) declared effective by SEC on April 15, 2025 (the “2025 Form S-1”), and were withdrawn from the 2021 Form S-3. 15 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 6 - Common Stock (continued) 2024 Equity Capital Raise 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 under 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 (the “Pre-Funded Warrants”) to purchase up to 3,557,273 shares of the Company’s common stock (the “Pre-Funded Warrant Shares”), Series A common stock warrants (the “Series A Warrants”) to purchase up to 12,727,273 shares of the Company’s common stock (the “Series A Warrant Shares”) and Series B common stock warrants (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 “Securities”) to purchase up to 12,727,273 shares of the Company’s common stock the “Series B Warrant Shares,” together with the Pre-Funded Warrant Shares and the Series A Warrant Shares, the “August 2024 Warrant Shares” . The exercise prices of the Pre-Funded Warrants and the Common Warrants is $ 0.001 per share and $ 0.57 per share, respectively. 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 Securities was $ 6.4 million, before deducting offering expenses of $ 0.1 million paid by the Company. In addition, the Company issued warrants to 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. The August 2024 Warrant Shares were initially registered pursuant to the 2021 Form S-3. The August 2024 Warrant Shares were subsequently registered pursuant to the 2025 Form S-1, and were withdrawn from the 2021 Form S-3. 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 “December 2024 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 December 2024 Warrant Investor Share and accompanying December 2024 Warrants, to certain existing stockholders of the Company and new investors (collectively, the “Warrant Investors”). The December 2024 Shares, Form A Warrants, and Form B Warrants were separately issued. Each Form A Warrant has an exercise price per share of $0.5722 and each Form B Warrant has an exercise price per share of $0.71525. Each December 2024 Warrant is exercisable on or after December 9, 2024 through and until December 9, 2029. The net proceeds received by the Company for the issuance and sale of the December 2024 Shares and the December 2024 Warrants was $1.9 million, before deducting offering expenses of $0.1 million paid by the Company . The net proceeds above excludes any proceeds arising from the exercise of the December 2024 Warrants. The shares of common stock underlying the December 2024 Warrants were initially registered pursuant to the 2021 Form S-3. The shares of common stock underlying the December 2024 Warrants were subsequently registered pursuant to a Registration Statement on Form S-1 (File No. 333-286401) declared effective by SEC on April 15, 2025 (the “2025 Form S-1”), and were withdrawn from the 2021 Form S-3. Common Stock Issued for EpiCypher 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. 16 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 6 - Common Stock (continued) Equity Distribution Agreement 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 three months ended March 31, 2025, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 262,484 under the 2022 EDA through the sale of 448,706 shares of its common stock. As of March 31, 2025, the Company has raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 2.4 million under the 2022 EDA through the sale of 1,945,838 shares of its common stock. 17 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 7 – Stock-Based Compensation a) Common Stock Warrants The following table summarizes the changes in common stock warrants of the Company outstanding during the three-month period ended March 31, 2025. Number of Warrants Weighted Average Exercise Price ($) Outstanding at December 31, 2024 34,542,219 0.581 Granted 1,739,087 0.660 Expired/Cancelled - - Outstanding at March 31, 2025 36,281,306 0.585 Exercisable at March 31, 2025 36,281,306 0.585 Below is a table summarizing the common stock warrants issued and outstanding as of March 31, 2025, which have an aggregate weighted average remaining contractual life of 4.09 years. The proceeds if exercised assume the warrants are exercised for cash. Number Outstanding Number Exercisable Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised ($) 3,557,273 3,557,273 0.0010 - 3,557 25,454,546 25,454,546 0.5700 3.36 14,509,091 2,857,389 2,857,389 0.5722 4.70 1,634,998 1,739,087 1,739,087 0.6600 4.99 1,147,797 381,818 381,818 0.6875 4.36 262,500 1,428,693 1,428,693 0.7153 4.70 1,021,873 448,500 448,500 2.0000 3.21 897,000 54,000 54,000 3.0500 3.51 164,700 50,000 50,000 3.4500 0.92 172,500 125,000 125,000 3.9500 1.76 493,750 185,000 185,000 4.9000 1.84 906,500 36,281,306 36,281,306 21,214,266 Stock-based compensation expense related to warrants of nil and $ 5,071 was recorded in the three months ended March 31, 2025 and March 31, 2024, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is $nil. As of March 31, 2025, the total intrinsic value of warrants outstanding was $ 2,973,879 . 18 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 7 – Stock-Based Compensation (continued) b) Options The following table summarizes the changes in options outstanding of the Company during the three-month period ended March 31, 2025, all of which were issued pursuant to the 2011 Equity Incentive Plan (the “2011 Plan”) and the 2015 Plan. Number of Options Weighted Average Exercise Price ($) Outstanding at December 31, 2024 4,637,748 3.88 Forfeited ( 66,200 ) 3.31 Outstanding at March 31, 2025 4,571,548 3.89 Exercisable at March 31, 2025 4,571,548 3.89 On January 29, 2025, the Company amended the terms of certain outstanding options granted pursuant to the 2015 Plan, such that the expiration date for outstanding options to purchase 545,000 shares of the Company's common stock, granted on February 11, 2019, was extended from six years from the date of grant to ten years from the date of grant, or an expiration date of February 11, 2029. As a result of these amendments $ 103,573 was recorded as an additional options expense. Below is a table summarizing the options issued and outstanding as of March 31, 2025, all of which were issued pursuant to the 2011 Plan (for option issuances prior to 2016) or the 2015 Plan (for option and RSU issuances commencing in 2016)and which have an aggregate weighted average remaining contractual life of 3.43 years. As of March 31, 2025, an aggregate of 9,700,000 shares of common stock were authorized for issuance under the 2015 Plan, of which 106,429 shares of common stock remained available for future issuance thereunder. As of March 31, 2025, an aggregate of 7,500,000 shares of common stock were authorized for issuance under the 2024 Stock Incentive Plan ("the 2024 Plan"), of which 3,452,322 shares of common stock remained available for future issuance thereunder. Number Outstanding Number Exercisable Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised ($) 545,000 545,000 3.25 3.87 1,771,250 893,548 893,548 3.40 6.35 3,038,063 740,000 740,000 3.60 5.11 2,664,000 1,607,837 1,607,837 4.00 1.49 6,431,348 89,163 89,163 4.38 2.82 390,534 50,000 50,000 4.80 1.76 240,000 646,000 646,000 5.00 1.99 3,230,000 4,571,548 4,571,548 17,765,195 Stock-based compensation expense related to stock options of $nil and $nil was recorded in the three months ended March 31, 2025 and March 31, 2024, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is $nil. As of March 31, 2025, the total intrinsic value of stock options outstanding was $nil. 19 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) c ) (i) Restricted Stock Units – 2015 Plan Below is a table summarizing the RSUs issued and outstanding as of March 31, 2025, all of which were issued pursuant to the 2015 Plan. RSUs (#) Weighted Average Grant Date Fair Value Share Price ($) Outstanding at December 31, 2024 3,392,316 0.8000 Granted 204,412 0.6004 Vested/Settled ( 139,593 ) 0.6564 Cancelled / Forfeited ( 92,016 ) 1.7021 Outstanding at March 31, 2025 3,365,119 0.77 Below is a table summarizing the RSUs granted during the three months ended March 31, 2025, all of which were issued pursuant to the 2015 Plan. The RSUs vest equally over periods stated on the dates noted, subject to the recipient’s continued service to the Company, and will result in the RSU compensation expense stated. Equity Incentive Plan RSUs Granted (#) Grant Date Vesting Period First Vesting Date Second Vesting Date Third Vesting Date RSU Expense ($) 2015 16,912 Jan 15, 2025 12 Months Jan 16, 2026 N/A N/A 10,656 2015 50,000 Jan 15, 2025 36 Months Jan 15, 2026 Jan 15, 2027 Jan 15, 2028 31,505 2015 125,000 Feb 26, 2025 67 Days May 13, 2025 N/A N/A 73,000 2015 12,500 Mar 7, 2025 12 Months Mar 7, 2026 N/A N/A 7,563 204,412 122,724 Below is a table summarizing the RSUs vested and settled during the three months ended March 31, 2025, all of which were issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs Vested (#) Vest Date Shares Issued (#) Shares Withheld for Taxes (#) 2015 21,583 Jan 1, 2025 21,583 - 2015 4,667 Feb 22, 2025 2,750 1,917 2015 33,503 Mar 13, 2025 21,643 11,860 2015 38,198 Mar 13, 2025 24,676 13,522 2015 41,642 Mar 13, 2025 26,901 14,741 139,593 97,553 42,040 20 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 7 – Stock-Based Compensation (continued) c ) (i) Restricted Stock Units – 2015 Plan (continued) Below is a table summarizing the RSUs cancelled during the three months ended March 31, 2025, all of which were originally issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs (#) Forfeited Date Vesting Date RSUs Cancelled (#) 2015 3,600 Jan 3, 2025 Sep 28, 2025 3,600 2015 2,666 Jan 3, 2025 Oct 4, 2025 2,666 2015 3,600 Jan 3, 2025 Sep 28, 2026 3,600 2015 1,800 Feb 5, 2025 Sep 28, 2025 1,800 2015 1,800 Feb 5, 2025 Sep 28, 2026 1,800 2015 8,100 Feb 28, 2025 Sep 28, 2025 8,100 2015 12,000 Feb 28, 2025 Oct 4, 2025 12,000 2015 8,100 Feb 28, 2025 Sep 28, 2026 8,100 2015 34,000 Mar 15, 2025 Apr 4, 2025 34,000 2015 5,175 Mar 15, 2025 Sep 28, 2025 5,175 2015 6,000 Mar 15, 2025 Oct 4, 2025 6,000 2015 5,175 Mar 15, 2025 Sep 28, 2026 5,175 92,016 92,016 21 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 7 – Stock-Based Compensation (continued) c ) (i) Restricted Stock Units – 2015 Plan (continued) Below is a table summarizing the RSUs issued and outstanding as of March 31, 2025, all of which were issued pursuant to the 2015 Plan and which have an aggregate weighted average remaining contractual life of 0.77 years. RSUs Outstanding (#) Weighted Average Grant Date Fair Value Share Price ($) Weighted Average Remaining Contractual Life (Years) 125,000 0.5840 0.12 15,000 0.6010 1.50 400,000 0.6020 1.60 12,500 0.6050 0.93 66,912 0.6301 0.79 450,000 0.6750 2.05 450,000 0.6900 1.01 138,452 0.6949 0.17 581,400 0.7000 0.62 297,340 0.7057 0.08 343,192 0.7200 0.17 115,000 0.7425 1.15 9,333 0.9707 0.93 4,000 1.3100 0.63 9,333 1.3200 0.52 291,659 1.4600 0.23 17,332 1.5800 0.35 38,333 1.7200 0.42 333 2.1500 0.33 3,365,119 Stock-based compensation expense related to RSUs of $ 347,800 and $ 406,149 was recorded in the three months ended March 31, 2025 and March 31, 2024, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $ 2,565,365 . 22 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 7 – Stock-Based Compensation (continued) c ) (ii) Restricted Stock Units - 2024 Plan Below is a table summarizing the RSUs issued and outstanding as of March 31, 2025, all of which were issued pursuant to the 2024 Plan. RSUs (#) Weighted Average Grant Date Fair Value Share Price ($) Outstanding at December 31, 2024 1,000,000 0.2070 Granted 3,047,678 0.5727 Vested/Settled - - Cancelled / Forfeited - - Outstanding at March 31, 2025 4,047,678 0.584 Exercisable at March 31, 2025 - - 23 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 7 – Stock-Based Compensation (continued) c ) ii) Restricted Stock Units - 2024 Plan (continued) Below is a table summarizing the RSUs granted during the three months ended March 31, 2025, all of which were issued pursuant to the 2024 Plan. The RSUs vest equally over periods stated on the dates noted, subject to the recipient’s continued service to the Company, and will result in the RSU compensation expense stated. Equity Incentive Plan RSUs Granted (#) Grant Date Vesting Period First Vesting Date Second Vesting Date Third Vesting Date RSU Expense ($) 2024 25,000 Feb 26, 2025 77 Days May 13, 2025 N/A N/A 14,626 2024 154,678 Mar 1, 2025 12 Months Mar 1, 2026 N/A N/A 95,900 2024 2,868,000 Mar 17, 2025 36 Months Mar 17, 2026 Mar 17, 2027 Mar 17, 2028 1,635,048 3,047,678 1,745,574 24 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 8 – Commitments and Contingencies a) Finance Lease Obligations The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of March 31, 2025. For the Three Months Ending March 31, 2025 Amount $ 2025 43,652 2026 58,202 2027 58,203 2028 58,202 2029 58,202 Greater than 5 years 138,213 Total 414,674 Less: Amount representing interest ( 34,648 ) Present value of minimum lease payments 380,026 b) Operating Lease Right-of-Use Obligations Operating leases as of March 31, 2025, and December 31, 2024, consisted of the following: March 31, 2025 December 31, 2024 $ $ Operating right-of-use assets 560,610 599,816 Operating lease liabilities, current portion 224,690 221,755 Operating lease liabilities, long term 369,342 410,686 Total operating lease liabilities 594,032 632,441 Weighted average remaining lease (months) 44 48 Weighted average discount rate 3.74 % 3.70 % During the three months ended March 31, 2025, cash paid for amounts included for the measurement of lease liabilities was $ 58,083 and the Company recorded operating lease expense of $ 58,349 . 25 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 8 – Commitments and Contingencies b) Operating Lease Right-of-Use Obligations (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 March 31, 2025. For the Three Months Ending March 31, 2025 Amount $ 2025 187,225 2026 234,826 2027 154,155 2028 56,798 Total 633,004 Less: imputed interest ( 38,972 ) Total Operating Lease Liabilities 594,032 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 three months ended March 31, 2025, the Company recognized $ 26,764 in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows: For the Three Months Ending March 31, 2025 Amount $ 2025 67,450 2026 7,603 Total Operating Lease Liabilities 75,053 c) Grants Repayable As of March 31, 2025, the total grant balance repayable was $ 441,412 and the payments remaining were as follows: For the Three Months Ending March 31, 2025 Amount $ 2025 63,749 2026 44,228 2027 49,103 2028 52,511 2029 53,976 Greater than 5 years 177,845 Total Grants Repayable 441,412 26 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 8 – Commitments and Contingencies (continued) d) Long-Term Debt As of March 31, 2025, the total balance for long-term debt payable was $ 6,394,857 and the payments remaining were as follows: For the Three Months Ending March 31, 2025 Amount $ 2025 1,065,503 2026 1,121,248 2027 2,005,890 2028 3,220,798 2029 133,082 Greater than 5 years 184,325 Total 7,730,846 Less: amount representing interest ( 1,335,989 ) Total Long-Term Debt 6,394,857 e) Collaborative Agreement Obligations In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a three-year research period for a cost to the Company of up to $ 2.55 million payable over such period. As of March 31, 2025, $ 510,000 is still to be paid by the Company under this agreement. As of March 31, 2025, $ 510,000 is due 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 $ 277,092 . As of March 31, 2025, $ 277,092 is still to be paid by the Company under this agreement. As of March 31, 2025, $ 138,971 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 March 31, 2025, $ 81,447 is still to be paid by the Company under this agreement and as of March 31, 2025, $ 26,142 is due by the Company under this agreement. In August 2023, the Company entered into a project research agreement with Guy’s and St Thomas’ NHS Foundation Trust to evaluate the practical clinical utility of the Nu.Q ® H3.1 nucleosome levels in adult patients with sepsis to facilitate early diagnosis and prognostication for a cost to the Company of $ 168,232 . As of March 31, 2025, $ 168,232 is still to be paid by the Company under this agreement. As of March 31, 2025, $ 0 is due by the Company under this agreement. In January 2024, the Company entered into an agreement with the University Medical Centre Amsterdam (“UMC”). to 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 $ 93,433 . As of March 31, 2025 , $ 93,433 is still to be paid by the Company under this agreement. As of March 31, 2025, $ 93,433 is due by the Company under this agreement. 27 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) e) Collaborative Agreement Obligations (continued) As of March 31, 2025, the total amount to be paid for future research and collaboration commitments was $ 1,130,204 and the 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 168,232 168,232 Xenetic Biosciences 81,447 81,447 UMC 93,433 93,433 Total Collaborative Obligations 1,130,204 1,130,204 f) Other Commitments 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. Volition Germany has been dissolved and its assets transferred to Belgian Volition. As of March 31, 2025, $ 211 is payable under the 6 % royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of $ 119,031 . VolitionRx On February 5, 2025, the Company entered into a 9-month loan agreement with First Insurance Funding for a maximum of $ 294,603 with fixed interest rate of 7.82 %, maturing in November 2025. As of March 31, 2025, the maximum has been drawn down under this agreement and the principal balance payable was $ 163,668 . The agreement is in relation to the directors and officers insurance policy. 28 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 8 – Commitments and Contingencies (continued) g) Legal Proceedings In the ordinary course of business, the Company may be subject to claims, counter-claims, lawsuits and other litigation of the type that generally arise from the conduct of its business. The Company knows of no legal proceedings which the Company believes will have a material adverse effect on its financial position. h) Commitments in Respect of Corporate Goals and Performance-Based Awards As of March 31, 2025, the Company has recognized total compensation expense of $ 1,452,150 of which $ 527,940 is in relation to RSUs from grants in 2022 that vested in 2023, $ 516,040 is in relation to RSUs from such grants that will vest in 2024, and $ 408,170 is in relation to RSUs from such grants that will vest in 2025. The Company has unrecognized compensation expense of $ 72,588 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards. Total Vesting Amortized Amortized Amortized Amortized Award Year 2025 2024 2023 2022 Un-Amortized $ $ $ $ $ $ $ 527,940 2023 - - 393,853 134,087 - 516,040 2024 - 190,833 260,119 65,088 - 480,758 2025 12,382 171,518 177,584 46,686 72,588 1,524,738 12,382 362,351 831,556 245,861 72,588 As of March 31, 2025, the Company had recognized total compensation expense of $ 522,799 . The Company has unrecognized compensation expense of $ 151,597 in relation to the RSUs from grants in 2023, of which, $ 50,316 in relation to RSUs that will vest in 2025, and $ 101,281 in relation to RSUs that will vest in 2026 based on the outcomes related to the prescribed performance targets on the outstanding awards. Total Vesting Amortized Amortized Amortized Un-Amortized Award Year 2025 2024 2023 2025 $ $ $ $ $ $ 242,902 2024 - 148,132 94,770 - 218,193 2025 16,786 103,578 47,513 50,316 213,301 2026 11,201 69,116 31,703 101,281 674,396 27,987 320,826 173,986 151,597 29 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 8 – Commitments and Contingencies (continued) h) Commitments in Respect of Corporate Goals and Performance-Based Awards (continued) 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 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. As of March 31, 2025, the Company had recognized total compensation expense of $ 40,973 . The Company has unrecognized compensation expense of $ 1,594,074 in relation to the RSUs from grants in 2025, of which $ 522,689 is in relation to RSUs that will vest in 2026, $ 533,831 in relation to RSUs that will vest in 2027, and $ 537,554 in relation to RSUs that will vest in 2028 based on the outcomes related to the prescribed performance targets on the outstanding awards. Total Vesting Amortized Un-Amortized Award Year 2025 2025 $ $ $ $ 545,026 2026 22,337 522,689 545,015 2027 11,184 533,831 545,006 2028 7,452 537,554 1,635,047 40,973 1,594,074 30 Table of Contents VOLITIONRX LIMITED Notes to the Condensed Consolidated Financial Statements (Unaudited) ($ expressed in United States Dollars) No te 9 – Subsequent Events Settlement of RSUs On April 4, 2025, 31,667 RSUs previously granted to employees settled and resulted in the issuance of 28,867 shares of common stock. 2,800 shares of common stock were withheld for taxes and returned to the 2015 Plan. On May 1, 2025, 297,340 RSUs previously granted to executive officers of the Company or its subsidiaries vested and resulted in the issuance of 248,908 shares of common stock. 48,432 shares of common stock were withheld for taxes and returned to the 2015 Plan. On May 13, 2025, 350,000 RSUs previously granted to a consultant vested and resulted in the issuance of 350,000 shares of common stock. Termination of 2022 EDA Effective April 20, 2025, the Company terminated the 2022 EDA and no further sales of the Company's common stock will be made under the 2022 EDA. No additional sales of shares of the Company's common stock under the 2022 EDA were made between April 1, 2025 and April 20, 2025. 2025 ATM Sales Agreement On April 22, 2025, the Company entered into a Capital On DemandTM Sales Agreement (the "2025 ATM Sales Agreement") with JonesTrading Institutional Services, LLC ("JonesTrading") to sell shares of the Company's common stock, with an aggregate offering price of up to $7.5 million, from time to time through an "at the market" offering pursuant to the Company's Registration Statement on Form S-3 filed November 8, 2024, as amended April 11, 2025 (File No. 333-283088) and declared effective April 18, 2025 (the "2024 Form S-3") through JonesTrading acting as the Company's agent. Although the Company is not obligated to sell any shares under the 2025 ATM Sales Agreement, from April 22, 2025 through May 1, 2025, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $20,574 through the sale of 40,162 shares of its common stock pursuant to the 2025 ATM Sales Agreement . Exercise of Pre-Funded Warrants On May 1, 2025, a holder of Pre-Funded Warrants partially exercised such warrants and purchased 1,958,273 shares of the Company’s common stock, at an exercise price of $ 0.001 per share, resulting in gross proceeds to the Company of $ 1,958 .27. The shares issued upon exercise of the Pre-Funded Warrants were registered pursuant to the 2025 Form S-1. RSUs Cancellations On April 1, 2025, 3,000 RSUs previously granted to a Company employee were cancelled and returned as authorized shares under the 2015 Plan upon resignation prior to vesting. RSUs Granted Effective May 5, 2025, the Company granted RSUs of 200,000 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 $ 100,020 . Debt Financing Transaction On May 15, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) with Lind Global Asset Management XII LLC, a Delaware limited liability company (“Lind”). Under the SPA, within ten (10) business days of signing, and subject to the satisfaction of certain closing conditions, the Company will receive $ 6,250,000 in funding from Lind in exchange for the issuance to Lind of a Senior Secured Convertible Promissory Note in the amount of $ 7,500,000 (the “Lind Note”) and a Common Stock Purchase Warrant for the purchase of 13,020,834 shares of the Company’s common stock at a price of $ 0.672 per share, subject to adjustment, and exercisable for 5 years (the “Lind Warrant”). As additional consideration to Lind, the Company has agreed to pay a commitment fee in the amount of $ 218,750 , which shall be paid by deduction from the funding to be received. The Lind Note, which does not accrue interest, shall be repaid in eighteen (18) consecutive monthly installments in the amount of $ 416,666 beginning six months from the issuance date. Lind may elect with respect to no more than two (2) monthly payments to increase the amount of such monthly payment up to $ 1,000,000 upon notice to the Company. The monthly payments due under the Lind Note may be made by the issuance of common stock valued at the Repayment Share Price (as defined below), cash in an amount equal to 1.05 times the required payment amount, or a combination of cash and shares. The “Repayment Share Price” is defined in the Lind Note as ninety percent (90%) of the average of the five (5) lowest daily VWAPs for our common stock during the twenty (20) trading days prior to the payment date. The Lind Note may be converted by Lind from time to time at a price of $ 0.72 per share, subject to adjustment (the “Conversion Price”). The dollar amount of any conversions by Lind will be applied to toward upcoming Lind Note payments in reverse chronological order. The Lind Note may be prepaid in whole upon written notice on any business day following thirty (30) days after the earlier to occur of (i) the resale registration statement for the shares underlying the Lind Note and Lind Warrant being declared effective by the Securities and Exchange Commission or (ii) the date that the shares issued pursuant to conversion of the Lind Note may be immediately resold under Rule 144 without restriction on the number of shares to be sold or the manner of sale; but in the event of a prepayment notice, Lind may convert up to one-third (1/3) of principal amount due at the lesser of the Repayment Share Price or the Conversion Price. END NOTES TO FINANCIALS 31 Table of Contents