What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-03-31 · 539 added, 340 removed, 861 unchanged (51% of the section changed)

11 unchanged sentences

To the Board of Directors and Shareholders of VolitionRx Limited:

O pinion on the Financial Statements

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of VolitionRx Limited (“the Company”) as of December 31, 2025, and 2024, 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, 2025 and the related notes (collectively referred to as the “financial statements”).

20 unchanged sentences

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.

Critical audit matters 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) relate to accounts or disclosures that are material to the financial statements and (2) involve our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

/s/ Sadler, Gibb & Associates, LLC

20 unchanged sentences

Current portion of long-term debt

Warrant liability

Current portion of financing lease liabilities

1 unchanged sentence

Current portion of grants repayable

Warrant liability

Derivative liability

Current portion of convertible note payable, net

Total Current Liabilities

4 unchanged sentences

Grants repayable, net of current portion

Convertible note payable, net of current portion

Total Liabilities

13 unchanged sentences

( 1,346,418 )

( 1,200,116 )

Total Stockholders’ Deficit

17 unchanged sentences

Other Income (Expenses)

Loss on disposal of fixed assets

Gain /( Loss) on disposal of fixed assets

Interest income

Interest expense

Amortization of debt discount

( 1,957,147 )

Gain on change in fair value of warrant liability

Gain on change in fair value of derivative liability

Total Other Income (Expenses)

1 unchanged sentence

( 23,503,329 )

( 27,257,985 )

Net Loss attributable to Non-Controlling Interest

10 unchanged sentences

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

VOLITIONRX LIMITED

VOL ITIONRX LIMITED

Consolidated Statement of Stockholders’ Deficit

For the Years Ended December 31, 2024 and 2023

(Expressed in United States Dollars, except share numbers)

Comprehensive

For the Years Ended December 31, 2025 and 2024

Additional Paid in

Accumulated Other Comprehensive

Non Controlling

Balance, December 31, 2023

2 unchanged sentences

Common stock issued for settlement of RSUs

Common stock issued in lieu of license fee

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

Common stock repurchased and retired

Tax withholdings paid related to stock-based compensation

6 unchanged sentences

( 1,200,116 )

( 26,107,736 )

Common stock issued for settlement of RSUs

Common stock issued in lieu of license fee

Common stock issued for cash, net of issuance costs

Issuance of warrants in connection with convertible note offering

Common stock issued for cash upon exercise of warrants

Tax withholdings paid related to stock-based compensation

Stock-based compensation

Stock-based compensation in relation to modification of options

Foreign currency translation

10 unchanged sentences

For the Years Ended

December 31, 2025

December 31, 2024

Operating Activities:

4 unchanged sentences

Amortization of operating lease right-of-use assets

Loss on disposal of fixed assets

Amortization of debt discount

(Gain) / Loss on disposal of fixed assets

Stock based compensation

Gain on change in derivative liability

Gain on change in fair value of warrant liability

13 unchanged sentences

Purchases of property and equipment

( 1,083,749 )

Purchase of license

Net Cash Used In Investing Activities

( 1,083,749 )

Financing Activities:

1 unchanged sentence

Tax withholdings paid related to stock-based compensation

Common stock repurchased

Proceeds from grants repayable

Proceeds from long-term debt

Net proceeds from issuance of convertible note and warrants

Payments on long-term debt

( 1,087,550 )

Payments on convertible loan note

Payments on grants repayable

4 unchanged sentences

( 2,147,401 )

( 17,465,554 )

Cash and Cash Equivalents – Beginning of Year

4 unchanged sentences

Common stock issued for settlement of vested RSUs

Fair value of derivative liability recognized upon issuance of convertible note

Issuance of warrants in connection with convertible note offering

Debt issuance cost recognized upon issuance of convertible note

Common stock issued for license rights

Offering costs from issuance of common stock

Fair value of warrants issued in connection with public offering at issuance

Non-cash note payable

22 unchanged sentences

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.

2 unchanged sentences

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 Company may seek to obtain additional capital through 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.

11 unchanged sentences

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.

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

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

13 unchanged sentences

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.

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

All intercompany balances and transactions have been eliminated in consolidation.

13 unchanged sentences

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 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 its customers, prevailing economic conditions, and reasonable and supportable forward looking information.

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

20 unchanged sentences

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.

As of December 31, 2025, the Company had $ 295,071 of accumulated other comprehensive loss, relating to foreign currency translation.

VOLITIONRX LIMITED

14 unchanged sentences

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.

Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets.

The Company believes that the recorded values of all of its 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, 2025 and December 31, 2024.

1 unchanged sentence

Warrant liability

Derivative Liability

Total Liability

Fair Value Measurements at December 31, 2024

8 unchanged sentences

Balance at December 31, 2023

Fair value of warrant liability, at issuance

Gain on change in fair value of warrant liability

2 unchanged sentences

Balance at December 31, 2025

Derivative Liability

Balance at December 31, 2024

Initial fair value of embedded derivative liability upon issuance

Gain on change in fair value of derivative liability

Balance at December 31, 2025

Embedded Derivative Liability

The Company evaluates the embedded features of its financial instruments, including its convertible notes payable and warrants in accordance with Accounting Standards Codification (“ASC”) Topic 480, “ Distinguishing Liabilities from Equity ,” and ASC Topic 815 “ Derivatives and Hedging .” Certain conversion options and redemption features are required to be bifurcated from their host instrument and accounted for as free-standing derivative financial instruments should certain criteria be met.

The Company applies significant judgment to identify and evaluate complex terms and conditions for its financial instruments to determine whether such instruments are derivatives or contain features that qualify as embedded derivatives.

Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met.

The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract and the features of the derivatives.

Bifurcated embedded derivatives are recognized at fair value.

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

3 unchanged sentences

Refer to Note 9 for further details.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2025 and 2024

($ expressed in United States Dollars)

Note 3 - Summary of Significant Accounting Policies (continued)

Segment Reporting

5 unchanged sentences

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 revenue in accordance with ASCTopic 606, “ Revenue from Contracts with Customers.” Under ASC 606, the Company recognizes revenue 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:

7 unchanged sentences

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

The Company receives royalty revenue 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” in the consolidated statements of operations and comprehensive loss.

The Company has not recognized any revenue under royalty for the years ended December 31, 2025, and December 31, 2024.

The Company does not have future performance obligations under this revenue stream.

In accordance with ASC 606, the Company records these amounts 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 in the period in which they become known.

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.

VOLITIONRX LIMITED

4 unchanged sentences

Revenue Recognition (continued)

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

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.

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.

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.

32 unchanged sentences

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.

In conjunction with the License Agreement, the Company evaluated whether 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.

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 were included as deferred revenue on the accompanying consolidated balance sheet.

The Company allocated the milestone payments that were not constrained to the single performance obligation in the contract.

6 unchanged sentences

Revenue Recognition (continued)

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

In determining the transaction price, the Company analyzed the variable consideration and whether 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.

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

Sales to the Company’s three largest customers represented over 43 % of total sales for the year ended December 31, 2025 and over 67 % of total sales for the year ended December 31, 2024.

1 unchanged sentence

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, 2025, the Company recorded $ 22.3 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.

As of December 31, 2024, the Company recorded $ 22.9 million as deferred revenue in relation to that same agreement.

During the year 2025, $ 0.6 million was recognized as revenue, and during 2024, $ 0.1 million was recognized as revenue during the year.

Research and Development

19 unchanged sentences

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.

The fair value of the Company’s 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).

22 unchanged sentences

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.

VOLITIONRX LIMITED

7 unchanged sentences

Management does not believe significant credit risks exist at December 31, 2025.

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

At December 31, 2025 the two largest customer balances represented over 38% 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):

In August 2023, the FASB issued Accounting Standards Update (“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.

1 unchanged sentence

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.

The adoption of ASU 2023-05 did not have a material impact on the Company’s 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.

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.

1 unchanged sentence

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.

The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

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.

Disaggregation of Income Statement Expenses ,” which requires 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 a 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.

In July 2025, the FASB issued ASU 2025-05, “ Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ,” which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets.

The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted.

This amendment is to be applied on a prospective basis.

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

In September 2025, the FASB issued ASU 2025-06, “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .” This guidance removes references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs.

Under the new standard, cost capitalization should only commence when an entity has committed to funding a software project and it is probable the project will be completed and the software will be used for its intended purpose.

The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Entities may apply the guidance using a prospective, retrospective or modified transition approach.

Early adoption is permitted as of the beginning of an annual reporting period.

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.

3 unchanged sentences

($ expressed in United States Dollars)

Note 4 - Property and Equipment

No te 4 - Property and Equipment

The Company’s property and equipment consist of the following amounts as of December 31, 2025 and December 31, 2024:

15 unchanged sentences

($ expressed in United States Dollars)

Note 5 - Intangible Assets

No te 5 - Intangible Assets

The Company’s intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition.

2 unchanged sentences

December 31, 2024

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

During the years ended December 31, 2025 and December 31, 2024, the Company recognized $ 24,012 and $ 0 , respectively, in amortization expense.

The Company amortizes the long-lived assets on a straight-line basis with terms ranging from 8 to 20 years.

6 unchanged sentences

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).

See Note 7 – Common Stock – 2025 Equity Capital Raises and – 2024 Equity Capital Raises for common stock issued to related parties and Note 8 – Stock-Based Compensation 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, the related amounts of which are accrued under accrued liabilities and management and directors’ fees payable (see consolidated balance sheets).

VOLITIONRX LIMITED

3 unchanged sentences

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

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

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

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

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

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

Wainwright & Co.

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

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

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

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

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

As of December 31, 2025, the Company was authorized to issue 325,000,000 shares of common stock par value $ 0.001 per share, of which 125,779,769 and 96,097,485 shares were issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.

Stock Option Exercises

During the year ended December 31, 2025 and December 31, 2024 no shares of common stock were issued pursuant to the exercise of stock options.

See Note 8 – Stock-Based Compensation – Stock Options, Warrants and RSUs for additional information regarding stock option activity, including grants, forfeitures, cancellations, and outstanding options.

Stock Options Forfeited or Expired

During the year ended December 31, 2025, and December 31, 2024 certain stock options were forfeited or expired.

See Note 8 – Stock-Based Compensation – Stock Options, Warrants and RSUs for additional information regarding stock option forfeitures and cancellations during the periods.

Exercise of Pre-Funded Warrants

On May 1, 2025, a holder of Pre-Funded Warrants (as defined under –August 2024 Registered Direct Offering below) 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 .

The shares issued upon exercise of the Pre-Funded Warrants were registered pursuant to a Registration Statement on Form S-1 (File No.

333-286401) declared effective by the SEC on April 15, 2025 (the “2025 Form S-1”).

On July 7, 2025, a holder of Pre-Funded Warrants partially exercised such warrants and purchased 991,000 shares of the Company’s common stock, at an exercise price of $ 0.001 per share, resulting in gross proceeds to the Company of $ 991 .

The shares issued upon exercise of the Pre-Funded Warrants were registered pursuant to the 2025 Form S-1.

On September 23, 2025, a holder of Pre-Funded Warrants partially exercised such warrants and purchased 608,000 shares of the Company’s common stock, at an exercise price of $ 0.001 per share, resulting in gross proceeds to the Company of $ 608 .

The shares issued upon exercise of the Pre-Funded Warrants were registered pursuant to the 2025 Form S-1.

RSU Settlements

During the years ended December 31, 2025 and December 31, 2024, RSUs granted under the Company’s equity incentive plans vested and settled in shares of common stock.

See Note 8 – Stock-Based Compensation – Stock Options, Warrants and RSUs for additional information regarding RSU grants, vesting and settlements during the periods.

VOLITIONRX LIMITED

3 unchanged sentences

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 .

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.

2025 Equity Capital Raises

March 2025 Registered Direct Offering

On March 24, 2025, the Company entered into a securities purchase agreement with the several purchasers party thereto, 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.

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 were $2.3 million, before deducting offering expenses of $0.1 million paid by the Company .

The net proceeds exclude any proceeds that may be received upon 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 the 2025 Form S-1 and were withdrawn from the 2021 Form S-3.

August 2025 Registered Direct Offering

On August 4, 2025, the Company entered into a securities purchase agreement with the several purchasers party thereto, 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 (Reg.

333-283088) filed with the SEC on November 8, 2024, as amended on April 11, 2025, and declared effective by the SEC on April 18, 2025 (the “2025 Form S-3”), an aggregate of (i) 156,250 shares of the Company’s common stock to certain of its directors and executive officers (collectively, the “Insider Purchasers”) at an offering price of $0.64 per share (the “August 2025 Insider Shares”), and (ii) 1,734,375 shares of common stock (the “August 2025 Warrant Investor Shares” and, together with the August 2025 Insider Shares, the “August 2025 Shares”), together with common stock purchase warrants to purchase up to 1,734,375 shares of common stock (the “August 2025 Warrants”), at a combined offering price of $0.64 per August 2025 Warrant Investor Share and accompanying August 2025 Warrant, to certain other existing stockholders of the Company.

Each August 2025 Warrant has an exercise price per share of $0.768, and is exercisable on or after August 4, 2025 through and until August 4, 2030.

The Insider Purchasers did not receive any August 2025 Warrants in the offering .

The net proceeds received by the Company for the issuance and sale of the August 2025 Shares and the August 2025 Warrants were $ 1.21 million, before deducting offering expenses of $ 0.1 million paid by the Company.

The net proceeds exclude any proceeds that may be received upon the exercise of the August 2025 Warrants.

September 2025 Private Placement

On September 18, 2025, the Company entered into a securities purchase agreement with an existing stockholder, pursuant to which the Company issued and sold to such purchaser 483,870 shares of its common stock (the “September 2025 Shares”), together with warrants to purchase an additional 483,870 shares of common stock at an exercise price of $ 0.682 per share (the “September 2025 Warrants”), in a private placement at a combined offering price of $ 0.62 per September 2025 Share and accompanying September 2025 Warrant.

The September 2025 Warrants were exercisable immediately upon issuance and expire on September 18, 2030.

The private placement did not involve any underwriters, underwriting discounts or commissions, or any public offering or registration with the SEC, and the securities are restricted from further transfer as evidenced by the legend thereon.

The net proceeds received by the Company for the issuance and sale of the September 2025 Shares and the September 2025 Warrants were $ 0.3 million, before deducting offering expenses of $ 0.02 million paid by the Company.

The net proceeds exclude any proceeds that may be received upon the exercise of the September 2025 Warrants.

VOLITIONRX LIMITED

3 unchanged sentences

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.

interest rate

dividend yield

(At Issuance) June 1, 2023

December 31, 2023

December 31, 2024

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

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

Equity Distribution Agreements

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.

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.

October 2025 Underwritten Offering

Initial Closing

On October 10, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation (the “Underwriter”), pursuant to which the Company issued and sold to the underwriter in an underwritten public offering pursuant to the 2025 Form S-3, at the initial closing, 11,550,000 shares (the “Closing Shares”) of the Company’s common stock, together with accompanying common stock purchase warrants to purchase up to an aggregate of 11,550,000 shares of Common Stock (the “Closing Warrants”) at a combined offering price to the public of $ 0.52 per share of common stock and accompanying common stock warrant to purchase one share of common stock, including $0.01 per common stock warrant, less an underwriting commission of 7.0%.

Pursuant to the terms of the Underwriting Agreement, the Company also granted the Underwriter a 30-day option (the “Over-Allotment Option”) to purchase up to an additional 1,732,500 shares of common stock (the ”Option Shares” and, together with the Closing Shares, the “Shares”) as well as accompanying common stock purchase warrants to purchase up to an aggregate of 1,732,500 shares of common stock (the “Option Warrants” and collectively with the Closing Warrants, the “Warrants”) at the combined offering price to the public.

The offering of the Shares and the Warrants is referred to as the “Offering”.

The Warrants have an exercise price of $0.60 per share, subject to adjustment as provided therein, are exercisable immediately and remain exercisable for a period of five years from the initial closing of the Offering (or the closing of the Over-Allotment Option, as applicable).

The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the issuance of the shares underlying the Warrants to the holder.

The Company is prohibited from effecting an exercise of any Warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of common stock outstanding immediately after giving effect to the exercise.

The Company also entered into a warrant agent agreement with the Company’s transfer agent, VStock Transfer LLC which acts as warrant agent for the Company, with respect to the Warrants.

Certain directors and officers agreed to purchase an aggregate of 254,229 shares and accompanying warrants in the Offering on the same terms offered to the public.

Net proceeds to the Company from the initial closing of the Offering were approximately $ 5.4 million after deducting estimated Offering expenses payable by the Company (and assuming no exercise of any Warrants).

Pursuant to the Underwriting Agreement, in connection with the initial closing of the Offering on October 14, 2025, the Company reimbursed the Underwriter for $ 100,000 of its expenses, including fees and expenses of counsel to the Underwriter, and issued the Underwriter (and certain of its designees) warrants to purchase up to an aggregate of 808,500 shares of its common stock (the “Closing Underwriter Warrants”), equal to 7.0% of the number of Closing Shares sold in the Offering, at an exercise price of $ 0.63 per share.

The Closing Underwriter Warrants are in substantially the same form as the Warrants and are exercisable at any time during the period commencing April 12, 2026 and expire five years after the date of the Underwriting Agreement.

VOLITIONRX LIMITED

3 unchanged sentences

Note 7 - Common Stock (continued)

Stock Option Exercises

2024 and 2023

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

Stock Options Expired / Cancelled

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 Forfeited (#)

Grant Price ($)

Forfeiture Date

RSU Settlements

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

Equity Incentive Plan

Shares Issued #

Shares Withheld for Taxes #

Overallotment Closing

On November 7, 2025, the Company and the Underwriter entered into an amendment to the Underwriting Agreement (the “Amendment”) to modify the terms of the Over-Allotment Option to permit the Underwriter, in its sole discretion, to exercise the Over-Allotment Option with respect to solely Option Shares, solely Option Warrants, or any combination thereof, rather than only as a combined exercise for both Option Shares and Option Warrants together.

Concurrently with the execution of the Amendment, the Underwriter exercised its Over-Allotment Option to purchase 1,194,000 Option Shares and 1,732,500 Option Warrants at the same price to public as in the initial closing of the Offering, allocated as $ 0.51 per share and $ 0.01 per warrant, less an underwriting discount of 7.0%, for net proceeds to the Company of $ 582,426 after deducting expenses payable (and assuming no exercise of any warrants).

In connection with the Underwriter’s exercise of the Over-Allotment Option and pursuant to the Underwriting Agreement, the Company also issued to the Underwriter (and certain of its designees) warrants to purchase up to an aggregate 83,580 shares of common stock, or 7.0% of the number of 1,194,000 Option Shares sold in the Over-Allotment Option (the “Over-Allotment Underwriter Warrants”), on the same terms as the Closing Underwriter Warrants.

2024 Equity Capital Raises

August 2024 Registered Direct Offering

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.

Wainwright & Co.

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

The net proceeds received by the Company for the issuance and sale of the securities were $ 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 that may be received upon 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.

See Note 8 – Stock-Based Compensation – Warrants Granted – 2024 Capital Raises – August 2024 Registered Direct Offering for additional information regarding the terms of the warrants issued in the August 2024 offering.

VOLITIONRX LIMITED

3 unchanged sentences

Note 7 - Common Stock (continued)

RSU Settlements (continued)

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

Equity Incentive Plan

Shares Issued #

Shares Withheld for Taxes #

December 2024 Registered Direct Offering

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 the Company’s 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 the Company’s common stock (the “Form A Warrants”) and 2,857,389 common stock purchase warrants to purchase up to 1,428,693 shares of the Company’s 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.

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 were $1.9 million, before deducting offering expenses of $0.1 million paid by the Company.

The net proceeds above excludes any proceeds that may be received upon 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 the 2025 Form S-1, and were withdrawn from the 2021 Form S-3.

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.

“At the Market” Offerings

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 2025 Form S-3, through JonesTrading acting as the Company’s agent.

On August 14, 2025, the Company entered into Amendment No.

1 to the 2025 ATM Sales Agreement to increase the maximum offering price of shares of common stock that may be offered, issued, and sold under the 2025 ATM Sales Agreement from $7.5 million to $30.0 million .

Although the Company is not obligated to sell any shares under the 2025 ATM Sales Agreement, from April 22, 2025 through December 31, 2025, the Company raised aggregate proceeds (net of broker commissions and fees) of approximately $ 1,690,334 through the sale of 4,364,087 shares of its common stock pursuant to the 2025 ATM Sales Agreement.

See Note 11 – Subsequent Events for additional details regarding sales under the 2025 ATM Sales Agreement subsequent to December 31, 2025.

2022 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 a maximum aggregate offering price of $ 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.

During the years ended December 31, 2025 and December 31, 2024, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $ 262,484 and $ 683,289 , respectively under the 2022 EDA through the sale of 448,706 and 866,600 shares, respectively, of its common stock.

As of December 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.

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.

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

Note 8 - Stock-Based Compensation

a) (i) Common Stock Warrants

No te 8 - Stock-Based Compensation

The following table summarizes the changes in warrants outstanding of the Company during the year ended December 31, 2025 and December 31, 2024:

1 unchanged sentence

Outstanding at December 31, 2023

Granted-Pre Funded Warrants

2 unchanged sentences

Outstanding at December 31, 2024

Granted-Warrants

( 3,557,273 )

Outstanding at December 31, 2025

Exercisable at December 31, 2025

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

Warrants Granted

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

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

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

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

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

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

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

VOLITIONRX LIMITED

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)

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

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

Warrant Expiration

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

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

Outstanding Warrants

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

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 ($)

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

2025 Capital Raises

March 2025 Registered Direct Offering

In March 2025, the Company issued common stock purchase warrants in connection with a registered direct offering.

See Note 7 – Common Stock – 2025 Equity Capital Raises – March 2025 Registered Direct Offering for a description of the offering and the warrants issued in connection therewith.

May 2025 Private Placement

On May 15, 2025, the Company entered into a securities purchase agreement (the “SPA”) with Lind Global Asset Management XII LLC (“Lind”), pursuant to which the Company issued Lind (i) a Senior Secured Convertible Promissory Note in the principal amount $ 7.5 million (the “Lind Note”), and (ii) a Common Stock Purchase Warrant for the purchase of up to 13,020,834 shares of common stock at an exercise price of $ 0.672 per share, subject to standard adjustments as defined in the warrant agreement, and exercisable for 5 years (the “Lind Warrants” and, together with the issuance of the Lind Note, such offering, the “Lind Offering”).

The Company received net cash proceeds of approximately $ 5.8 million in the Lind Offering, excluding any proceeds that may be received upon exercise of the Lind Warrants.

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 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 August 13, 2025;

but in the event of a prepayment notice, Lind may convert up to one-third of the principal amount due at the lesser of the Repayment Share Price or the Conversion Price.

The “Repayment Share Price” is defined in the Lind Note as 90% of the average of the five lowest daily VWAPs (as defined in the Lind Note) during the 20 trading days prior to the payment date.

The shares of common stock issuable upon conversion of the note and exercise of the warrant were registered pursuant to a resale Registration Statement on Form S-3 (File No.

333-288508), which was declared effective by the SEC on July 14, 2025.

See Note 10, Commitments and Contingencies , for further details on the Lind Offering.

A portion of the proceeds from the Lind Offering was allocated to the Lind Warrants based on their relative fair value using a Monte Carlo simulation.

The assumptions used in the model were as follows:

(i) dividend yield of 0%;

(ii) expected volatility of 81.27 %;

(iii) risk-free interest rate of 4.0 %;

(iv) simulated term of 5 .0 years;

(v) estimated fair value of the shares underlying such warrants of $ 0.45 per share;

(vi) exercise price of $0.672;

and (vii) various probability assumptions related to down round price adjustments.

The fair value of the Lind Warrants was $ 3,941,059 , resulting in the amount allocated to the warrants, based on their relative fair value of $ 1,998,869 , which was recorded as additional paid-in capital.

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

Note 8 - Stock-based Compensation(continued)

No te 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

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.

August 2025 Registered Direct Offering

In August 2025, the Company issued common stock purchase warrants in connection with a registered direct offering.

See Note 7 – Common Stock – 2025 Equity Capital Raises – August 2025 Registered Direct Offering for a description of the offering and the warrants issued in connection therewith.

September 2025 Private Placement

In September 2025, the Company issued common stock purchase warrants in connection with a private placement transaction.

See Note 7 – Common Stock – 2025 Equity Capital Raises – September 2025 Private Placement for a description of the offering and the warrants issued in connection therewith.

October 2025 Underwritten Offering

In October and November 2025, the Company issued common stock purchase warrants in connection with an underwritten public offering.

See Note 7 – Common Stock – 2025 Equity Capital Raises – October 2025 Underwritten Offering for a description of the offering and the warrants issued in connection therewith.

2024 Capital Raises

August 2024 Registered Direct Offering

In August 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.

See Note 7 – Common Stock – 2024 Equity Capital Raises – August 2024 Registered Direct Offering for further details regarding the issuance of the Pre-Funded Warrants.

In addition, in connection with the offering, the Company issued Series A Warrants to purchase up to an aggregate of 12,727,273 shares of our common stock at an exercise price of $ 0.57 per share, and Series B Warrants to purchase up to an aggregate of 12,727,273 shares of our common stock at an exercise price of $ 0.57 per share.

The Company also 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 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-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

VOLITIONRX LIMITED

2 unchanged sentences

($ 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:

No te 8 - Stock-Based Compensation (Continued)

2024 Capital Raises (continued)

August 2024 Registered Direct Offering (continued)

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 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.

The following table summarizes the changes in Series A and Series B Warrants of Company outstanding during the year ended December 31, 2025 and December 31, 2024:

Weighted Average Exercise Price $

3 unchanged sentences

Exercisable at December 31, 2025

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.

December 2024 Registered Direct Offering

In December 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.

See Note 7 – Common Stock – 2024 Equity Capital Raises – December 2024 Registered Direct Offering for further details.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2025 and 2024

($ expressed in United States Dollars)

No te 8 - Stock-based Compensation (continued)

a ) Warrants (continued)

Outstanding Warrants

Below is a table summarizing the warrants issued and outstanding as of December 31, 2025.

The warrants outstanding have a weighted average price of $ 0.646 per share and an aggregate weighted average remaining contractual life of 3.70 years.

The warrants exercisable have a weighted average price of $ 0.646 per share.

Outstanding #

3 unchanged sentences

Proceeds to Company if Exercised ($)

Investor Series A Warrants

Investor Series B Warrants

Placement Agent Series B Warrants

Stock-based compensation expense related to warrants of $ 0 and $5,238 was recorded for the years ended December 31, 2025, and December 31, 2024, 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, 2025, the total intrinsic value of warrants was $nil.

Warrant Expiration

D uring the years ended December 31, 2025 and December 31, 2024, no warrants expired unexercised.

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

Note 8 -Stock-based Compensation(continued)

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

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

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

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

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.

No te 8 - Stock-based Compensation (continued)

The Company currently has options outstanding under its 2015 Plan.

The Company also has the 2024 Plan (as defined below), however, as of December 31, 2025 no options had been awarded under this Plan.

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

The 2015 Plan has subsequently been amended from time to time to increase the number of shares available for issuance under the plan, most recently increasing the aggregate number of shares authorized for issuance to 9,700,000 shares following stockholder approval 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 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 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.

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.

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.

6 unchanged sentences

($ expressed in United States Dollars)

Note 8 - Stock-based Compensation(continued)

No te 8 - Stock-based Compensation (continued)

b) Options (continued)

3 unchanged sentences

Outstanding at December 31, 2024

( 1,011,568 )

Outstanding at December 31, 2025

1 unchanged sentence

Options Granted

2023 and 2024

During the years ended December 31, 2025 and December 31, 2024, no options were granted.

Options Forfeited

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

Equity Incentive Plan

Options Forfeited (#)

Grant Price ($)

Forfeiture Date

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

Note 8 - Stock-based Compensation(continued)

No te 8 - Stock-based Compensation (continued)

b) Options (continued)

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

Equity Incentive Plan

Options Forfeited

During the year ended December 31, 2025, the following table summarizes the options were forfeited, all of which were issued pursuant to the 2015 Plan.

Options Forfeited (#)

Grant Price ($)

Forfeiture Date

During the year ended December 31, 2024, the following table summarizes the options were forfeited, all of which were issued pursuant to the 2015 Plan.

Options Forfeited (#)

Grant Price ($)

Forfeiture Date

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

Note 8 - Stock-based Compensation(continued)

No te 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.

Below is a table summarizing the options issued and outstanding as of December 31, 2025, all of which were issued pursuant the 2015 Planand which have a weighted average exercise price of $ 3.86 per share and an aggregate weighted average remaining contractual life of 2.96 years.

As of December 31, 2025, an aggregate of 9,700,000 shares of common stock were authorized for issuance under the 2015 Plan, of which no shares of common stock remained available for future issuance thereunder.

Outstanding #

6 unchanged sentences

As of December 31, 2025, 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.

As of December 31, 2025, an aggregate of nil shares of common stock remainedavailable for future issuance under the 2015 Plan.

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

Note 8 - Stock-Based Compensation(continued)

No te 8 - Stock-Based Compensation (continued)

c) Restricted Stock Units (RSUs)

3 unchanged sentences

Outstanding at December 31, 2024

( 2,226,215 )

Outstanding at December 31, 2025

1 unchanged sentence

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

Equity Incentive Plan

RSUs Granted (#)

Vesting Period

7 unchanged sentences

($ expressed in United States Dollars)

Note 8 - Stock-Based Compensation(continued)

No te 8 - Stock-Based Compensation (continued)

c) Restricted Stock Units (RSUs) (continued)

1 unchanged sentence

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.

Equity Incentive Plan

Vesting Period

3 unchanged sentences

RSU Expense $

Up to 42 Months

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.

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, 2025, all of which were issued pursuant to the 2015 Plan.

Equity Incentive Plan

RSUs Vested (#)

Shares Issued (#)

4 unchanged sentences

($ expressed in United States Dollars)

Note 8 -Stock-Based Compensation(continued)

No te 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, 2024, all of which were issued pursuant to the 2015 Plan.

Equity Incentive Plan

Shares Issued #

4 unchanged sentences

($ expressed in United States Dollars)

Note 8 -Stock-Based Compensation(continued)

No te 8 - Stock-Based Compensation (continued)

c) Restricted Stock Units (RSUs) (continued)

1 unchanged sentence

Below is a table summarizing the RSUs cancelled during the year ended December 31, 2025, all of which were originally issued pursuant to the 2015 Plan.

Equity Incentive Plan

Forfeiture Date

4 unchanged sentences

($ expressed in United States Dollars)

Note 8 -Stock-Based Compensation(continued)

No te 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, 2024, all of which were originally issued pursuant to the 2015 Plan.

Equity Incentive Plan

Forfeiture Date

4 unchanged sentences

($ expressed in United States Dollars)

Note 8 - Stock-Based Compensation (continued)

No te 8 - Stock-Based Compensation (continued)

c) Restricted Stock Units (RSUs) (continued)

9 unchanged sentences

($ expressed in United States Dollars)

Note 8 - Stock-Based Compensation (continued)

No te 8 - Stock-Based Compensation (continued)

c) Restricted Stock Units (RSUs) (continued)

3 unchanged sentences

Outstanding at December 31, 2024

( 2,011,800 )

Outstanding at December 31, 2025

Below is a table summarizing the RSUs granted during the year ended December 31, 2025, 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 note (i) described in detail below.

Vesting Period

First Vesting Date

Second Vesting Date

Third Vesting Date

RSU Expense $

Up to 42 Months

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

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2025 and 2024

($ expressed in United States Dollars)

Note 8 - Stock-Based Compensation(continued)

c) Restricted Stock Units (RSUs) (continued)

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

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

Equity Incentive Plan

Vesting Period

11 unchanged sentences

Below is a table summarizing the RSUs vested during the year ended December 31, 2025, all of which were issued pursuant to the 2024 Plan.

Equity Incentive Plan

RSUs Vested (#)

Shares Issued (#)

Shares Withheld for Taxes (#)

During the year ended December 31, 2024, no RSUs issued pursuant to the 2024 Plan vested.

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

No te 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, 2025, all of which were originally issued pursuant to the 2024 Plan.

Forfeiture Date

RSUs Forfeited #

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2025 and 2024

($ expressed in United States Dollars)

Note 8 - Stock-Based Compensation(continued)

c) Restricted Stock Units (RSUs) (continued)

RSUs Cancelled

During the year ended December 31, 2024, no RSUs were forfeited.

Below is a table summarizing the RSUs issued and outstanding as of December 31, 2025 all of which were issued under the 2024 Plan, and of which the last to vest have a remaining contractual life of 2.21 years.

Outstanding #

Weighted Average Grant date Fair Value $

Weighted Average Remaining Contractual Life (Years)

Total remaining unrecognized compensation cost related to non-vested RSUs is $ 493,743 .

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2025 and 2024

($ 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:

For the year ended December 31, 2025, all of the Company’s income tax expense relates to current foreign taxes.

The Company did not record any income tax expense for the year ended December 31, 2024.

Income tax expense (benefit) from continuing operations

December 31, 2025

December 31, 2024

Current tax expense (benefit)

US State and local

Total Current tax expense (benefit)

Deferred tax expense (benefit)

US State and local

Total deferred tax expense (benefit)

The Company has estimated net operating losses for the years ended December 31, 2025 and December 31, 2024, of $ 46.2 million and $ 37.5 million, respectively, available to offset taxable income in future years.

The significant components of deferred income taxes and assets as of December 31, 2025 and 2024, are as follows:

Net Deferred Tax Liability

15 unchanged sentences

( 7,897,039 )

( 4,788,721 )

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2025 and 2024

($ expressed in United States Dollars)

Note 9 - Income Taxes (continued)

Summary Rate Reconciliation

1 unchanged sentence

December 31, 2024

Federal statutory rate

Permanent Differences

Stock based compensation

Federal Research & Development Credits

Foreign taxes

Federal Deferred Rate Decrease

Change in Valuation Allowance

US federal statutory income tax rate

Domestic federal

Non taxable and non deductible items

- Non deductible interest expense

Non taxable partnership loss

Changes in Valuation Allowance

Domestic state and local income taxes, net of federal benefit

Foreign tax effects

-Statutory income tax rate differential

- Changes in valuation allowance

United Kingdom

- Changes in valuation allowance

Other foreign jurisdictions

During the years ended December 31, 2025 and 2024, state and local income taxes in Arizona and Virginia comprise the majority of the domestic state and local income taxes, net of federal effect category.

During the years ended December 31, 2025 and 2024, the Company paid no income taxes to federal, state, or foreign jurisdictions.

Disclosure Amounts

5 unchanged sentences

Increase in Valuation Allowance

The Company adopted ASU 2023-09 on a retrospective basis during the year ended December 31, 2025.

Adoption did not impact the Company’s accounting policies related to disclosure;

there was no effect on income tax expense, deferred tax balances, or cash flows.

Comparative prior-year disclosures have been recast to conform to the ASU.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into U.S.

federal tax law.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the 2017 U.S.

Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The effects of the legislation were reflected in the period of enactment.

The legislation did not have a material impact on the Company’s effective tax rate for the year ended December 31, 2025.

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

Note 10 - Commitments and Contingencies

No te 10 - Commitments and Contingencies

a) Finance Lease Obligations

3 unchanged sentences

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, 2025:

For the Year Ending December 31, 2024

Greater than 5 years

Amount representing interest

Total Finance Lease Liabilities

Present value of minimum lease payments

b) Operating Lease Right-of-Use Liabilities

20 unchanged sentences

As of December 31, 2025, operating lease right-of-use assets and liabilities arising from operating leases were $ 495,749 and $ 526,894 , 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 Company’s office space leases are short term, and the Company has elected under the short-term lease recognition exemption under ASC 842 not to recognize them on the balance sheet.

During the year ended December 31, 2025, $ 111,492 was recognized as short-term lease costs associated with the office space leases in United Kingdom and Nevada.

The annual payments remaining for such short-term office leases as of December 31, 2025, were as follows:

17 unchanged sentences

($ expressed in United States Dollars)

Note 10 – Commitments and Contingencies (continued)

No te 10 – Commitments and Contingencies (continued)

c) Grants Repayable (continued)

9 unchanged sentences

As of December 31, 2025, the grant balance repayable was $ 260,600 .

In 2024, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for € 1,007,657 .

Per the terms of the agreement, € 302,297 of the grant is to be repaid by instalments over 10 years commencing in 2028.

In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 0.89% 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 €302,297 and the 0.89% royalty on revenue, is equal to the amount of funding received .

As of December 31, 2025, the grant balance repayable was $ 58,749 .

In 2024, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for € 428,547 .

Per the terms of the agreement, € 128,564 of the grant is to be repaid by instalments over 10 years commencing in 2027.

In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 0.93% 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 €128,564 and the 0.93% royalty on revenue, is equal to the amount of funding received .

As of December 31, 2025, the grant balance repayable was $ 53,327 .

As of December 31, 2025, the balance repayable was $ 590,745 and the annual payments remaining were as follows:

6 unchanged sentences

($ expressed in United States Dollars)

Note 10 – Commitments and Contingencies (continued)

No te 10 – Commitments and Contingencies (continued)

d) Long-Term Debt

1 unchanged sentence

As of December 31, 2025, the principal balance payable was $ 149,006 .

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, 2025, the amount that has been drawn down under this agreement was € 476,805 , representing a principal balance payable of $ 559,500 .

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 .

In 2021, the Company entered into a 3.5 year loan agreement with SOFINEX for a maximum of € 450,000 with fixed interest rate of 5.00 %.

The loan matured in June 2025 and was repaid in full.

As of December 31, 2025, the amount that has been drawn down under this agreement was € 450,000 , representing a principal balance payable of $ 0 .

8 unchanged sentences

As of December 31, 2025, € 2,500,000 had been drawn down under this agreement and the principal balance payable was $ 2,933,586 .

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 .

In 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, 2025, € 577,975 had been drawn down under this agreement and the principal balance payable was $ 678,216 .

In February 2025, the Company entered into a 2 -year short term credit facility agreement with ING Lease Belgium SA for a maximum of € 1,000,000 with a variable interest rate of Euribor 3 months plus 2.75 %, maturing February 28 2028 .

As of December 31, 2025, € 1,000,000 had been drawn down under this agreement and the principal balance payable was $ 1,173,436 .

In December 2025, the Company entered into a 1.75 year loan agreement with Namur Invest for a maximum of € 350,000 with fixed interest rate of 7.00 %, maturing September 2027 .

As of December 31, 2025, € 350,000 had been drawn down under this agreement and the principal balance payable was $ 410,702 .

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

Note 10 – Commitments and Contingencies (continued)

d) Long-Term Debt (continued)

No te 10 – Commitments and Contingencies (continued)

d) Long-Term Debt

As of December 31, 2025, the total balance for long-term debt payable was $ 6,708,925 and the payments remaining were as follows:

4 unchanged sentences

Total Long-Term Debt

e) Collaborative Agreement Obligations

e) Convertible Note Payable

On May 15, 2025, the Company entered into the SPA with Lind, pursuant to which the Company issued the Lind Note in the principal amount of 7,500,000 and the Lind Warrant for the purchase of up to 13,020,834 shares of common stock.

The Lind Note, which does not accrue interest, is repayable in 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, cash in an amount equal to 1.05 times the required payment amount, or a combination of cash and shares.

The Lind Note sets forth certain conditions that must be satisfied before we may make any monthly payments in shares of common stock.

The Lind Note may be converted by Lind from time to time at the Conversion Price.

The dollar amount of any conversions by Lind will be applied 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 August 13, 2025;

but in the event of a prepayment notice, Lind may convert up to one-third of the principal amount due at the lesser of the Repayment Share Price or the Conversion Price.

Issuance of shares of common stock upon repayment or conversion of the Lind Note (the “Note Shares”) and upon exercise of the Lind Warrant (the “Warrant Shares”) is subject to an ownership limitation equal to 4.99% of the Company’s outstanding shares of common stock;

provided, that if Lind and its affiliates beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, then such limitation shall automatically increase to 9.99% so long as Lind and its affiliates own in excess of 4.99% of such common stock (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon Lind and its affiliates ceasing to own in excess of 4.99% of such common stock).

Additionally, the issuance in the aggregate of any Note Shares and Warrant Shares in excess of 19.99% of the outstanding common stock shall be subject to stockholder approval in accordance with NYSE American Rule 713 .

Upon the occurrence of any Event of Default (as defined in the Lind Note), the Lind Note will become immediately due and payable and the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Note, subject to a reduction to 110% in certain circumstances, in addition to any other remedies under the Lind Note or the other transaction documents.

Events of Default include, among others, failure of the Company to make any Lind Note payment when due, a default in any indebtedness or adverse judgements in excess of threshold amounts, the failure of the Company to instruct its transfer agent to issue unlegended certificates in certain circumstances, the Company’s shares of common stock no longer being public traded or listed on a national securities exchange, any stop order or trading suspension restricting the trading in the Company’s common stock for a specified period, the announcement or consummation of a Change of Control (as defined in the SPA), the failure to file reports or filings required by the SEC, and the Company’s market capitalization falling below a threshold amount for a specified period, each as described in the Lind Note.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2025 and 2024

($ expressed in United States Dollars)

Note 10 – Commitments and Contingencies (continued)

e) Convertible Note Payable (continued)

The Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers.

Additionally, unless waived by Lind, the Company is required to utilize a portion of the net proceeds from certain specified debt or equity transactions and asset sales to repay the outstanding principal amount due under the Lind Note.

The Company evaluated the embedded features within the convertible note in accordance with ASC Topic 480 and ASC Topic 815.

The Company determined that the embedded features, specifically (i) the default penalty on outstanding principal, and (ii) the default conversion option into common shares at 90% of the lowest volume weighted average price for the common shares on the Company’s VWAP in the three days preceding conversion, constitute derivative liabilities.

These features, arising from default provisions, including the contingent default penalty (deemed redemption) and the contingent variable conversion feature, meet the definition of a derivative and do not qualify for derivative accounting exemptions.

Consequently, these embedded features were bifurcated from the debt host as a single derivative liability.

The initial fair value of the derivative liabilities was determined using a Monte Carlo simulation valuation model, considering various potential outcomes and scenarios.

The model used the following assumptions as in the table below.

Subsequent changes in fair value are recognized in the statement of operations for each reporting period.

The issuance costs for the convertible Lind Note, along with the allocated fair values of both the Lind Warrants and the bifurcated embedded derivative liability, were collectively treated as a debt discount.

The debt discount is amortized to interest expense over the term of the Note using the effective interest method.

(At Issuance)

December 31, 2025

Risk-free interest rate

Expected volatility

Simulate term (years)

Discount rate

Estimated fair value of shares

Expected dividend yield

Total fair value

Plus, various probability assumptions related to down round price adjustments.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2025 and 2024

($ expressed in United States Dollars)

Note 10 – Commitments and Contingencies (continued)

e) Convertible Note Payable (continued)

Estimated future minimum principal payments of the convertible note payable for the next five years consists of the following as of December 31, 2025.

For the year Ending December 31, 2025

Total Payments

Debt Carrying Value

Debt discount

( 2,581,725 )

Current portion of convertible note payable, net

Debt Carrying Value

Debt discount

Convertible note payable, net of current portion

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2025 and 2024

($ expressed in United States Dollars)

Note 10 – Commitments and Contingencies (continued)

f) Collaborative Agreement Obligations

As of December 31, 2025, the total amount to be paid, for future research and collaboration commitments was approximately $1,248,176 and the annual payments remaining were as follows:

2 unchanged sentences

MD Anderson Cancer Center

Guys and St Thomas

Guys and St Thomas’ NHS Foundation Trust

Xenetic Biosciences

University Medical Centre Amsterdam

National University of Taiwan

Gustave Roussy

Total Collaborative Obligations

2 unchanged sentences

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.

As of December 31, 2025, $ 245,319 is still to be paid by the Company under this agreement and as of December 31, 2025, $0 is due by the Company under this agreement.

VOLITIONRX LIMITED

2 unchanged sentences

($ expressed in United States Dollars)

Note 10 – Commitments and Contingencies (continued)

e) Collaborative Agreement Obligations (continued)

No te 10 – Commitments and Contingencies (continued)

f) Collaborative Agreement Obligations

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 .

2 unchanged sentences

As of December 31, 2025, $ 81,447 is still to be paid by the Company under this agreement and as of December 31, 2025, $ 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 .

In October 2024, the Company entered into an agreement with the National Taiwan University to undertake a clinical research study entitled Validation of Nu.Q biomarker panel in differentiating between high and low risk of cancer in nodules identified by Lung cancer LDCT screening for a cost to the Company of $ 402,250 .

As of December 31, 2025, $ 160,900 is still to be paid by the Company under this agreement.

As of December 31, 2025, $ 0 is due by the Company under this agreement.

f) Other Commitments

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.

The Company entered into an agreement with Gustave Roussy a leading cancer centre in Europe that treats patients with all types of cancer to perform and be responsible for the co-ordination of a Non-Interventional Phase IV clinical trial to undertake a Prospective analysis of circulating nucleosomes in patients receiving a first line treatment for a non-Hodgkin lymphoma for a cost to the Company of $ 119,540 .

As of December 31, 2025, $ 119,553 is still to be paid by the Company under this agreement.

As of December 31, 2025, $ 32,246 is due by the Company under this agreement.

g) Other Commitments

On October 25, 2019, the Company entered into an agreement with Texas A&M University (“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 on October 25, 2020, giving TAMU in the aggregate, a 12.5 % equity interest in Volition Vet.

As of December 31, 2025, TAMU continued to hold a 12.5 % equity interest in Volition Vet.

Belgian Volition

1 unchanged sentence

As of December 31, 2025, $229 is payable under the 6 % royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of $ 129,078 .

g) Legal Proceedings

h) Legal Proceedings

There are no legal proceedings which the Company believes will have a material adverse effect on its financial position.

3 unchanged sentences

($ expressed in United States Dollars)

Note 10 – Commitments and Contingencies (continued)

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

No te 10 – Commitments and Contingencies (continued)

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

As of December 31, 2025, the Company has recognized total compensation expense of $ 1,511,596 of which $ 527,939 is in relation to RSUs from grants in 2022 that vested in 2023, $ 516,040 is in relation to RSUs from such grants that vested in 2024, and $ 467,617 is in relation to RSUs from such grants that will vest in 2025.

The Company has unrecognized compensation expense of $ 0 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards.

Total Award $

Amortized 2024 $

Amortized 2023 $

Amortized 2022 $

Un-Amortized $

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

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

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

As of December 31, 2025, the Company had recognized total compensation expense of $ 619,864 .

The Company has unrecognized compensation expense of $ 48,908 in relation to the RSUs from grants in 2023, of which, $ 0 in relation to RSUs that will vest in 2025, and $ 48,908 in relation to RSUs that will vest in 2026 subject to the outcomes related to the prescribed performance targets on the outstanding awards.

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 the achievement by the Company or its affiliates of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding.

Pursuant to the terms of the grants, the Company accrued cash bonuses for eligible award recipients who were employed throughout the period noted below.

This amount has currently not been paid although there was partial achievement of the corporate goals.

The bonus recipient should commence 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.

VOLITIONRX LIMITED

Notes to Consolidated Financial Statements

For Years Ended December 31, 2025 and 2024

($ expressed in United States Dollars)

Note 10 – Commitments and Contingencies (continued)

i) 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 RSUs of 2,868,000 shares of common stock under the 2024 Plan, payable upon the achievement of various corporate goals focused on 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, conditional upon the achievement by the Company or its affiliates/subsidiaries 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.

On June 30, 2025 286,800 unvested RSUs expired due to the Company’s failure to achieve the Company’s corporate goals.

On December 31, 2025 1,712,400 unvested RSUs expired due to the Company’s failure to fully achieve the Company’s corporate goals.

The Compensation Committee approved the partial, vesting of 30% of the RSUs granted on March 17, 2025, which amounted to 856,200 shares.

This is subject to continued employment in the Company.

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 may, at the sole discretion of the Chief Executive Officer and the Chief Financial Officer pay a cash bonus to such award recipients.

As of December 31, 2025, the Company has accrued compensation expense of $ 788,501 in relation to cash bonuses payable on the achievement of specified corporate goals for the years 2025 and 2024 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, 2025, the Company had recognized total compensation expense of $ 236,481 .

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

Total Award $

Amortized 2024 $

Amortized 2023 $

Un-Amortized $

The Company has unrecognized compensation expense of $ 251,638 in relation to the RSUs from grants in 2025, of which $ 33,786 is in relation to RSUs that will vest in 2026, $ 98,158 in relation to RSUs that will vest in 2027, and $ 119,694 in relation to RSUs that will vest in 2028 based on the outcomes related to the prescribed performance targets on the outstanding awards.

VOLITIONRX LIMITED

4 unchanged sentences

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.

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.

During the period from January 1, 2026 through March 26, 2026, the Company sold 19,882,615 shares of common stock for aggregate proceeds (net of broker commissions and fees) of approximately $ 5,384,707 under the 2025 ATM Sales Agreement with JonesTrading .

On January 9, 2026, 5,000 RSUs previously granted to a consultant of the Company vested and resulted in the issuance of 5,000 shares of common stock.

On January 15, 2026, 12,684 RSUs previously granted to three Scientific Advisory Board members of the Company vested and resulted in the issuance of 12,684 shares of common stock.

On January 15, 2026, 16,667 RSUs previously granted to a non-executive officer and director of the Company vested and resulted in the issuance of 16,667 shares of common stock.

On February 1, 2026, 101,694 RSUs previously granted to executive officers of the Company or its subsidiaries vested and resulted in the issuance of 90,841 shares of common stock with 10,853 shares of common stock withheld for taxes.

On February 22, 2026, 4,667 RSUs previously granted to an employee vested and resulted in the issuance of 2,746 shares of common stock.

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

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

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

Effective 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 .

An aggregate of 1,921 shares of common stock were withheld for taxes.

On March 7, 2026, 12,500 RSUs previously granted to a consultant of the Company vested and resulted in the issuance of 12,500 shares of common stock.

On March 1, 2026, 154,678 RSUs previously granted to executive officers of the Company or its subsidiaries vested and resulted in the issuance of 136,906 shares of common stock An aggregate of 17,772 shares of common stock were withheld for taxes.

On March 17, 2026, 285,400 RSUs previously granted to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries vested and resulted in the issuance of 240,949 shares of common stock with an aggregate of 44,451 shares of common stock were withheld for taxes.

Effective February 26, 2026, the Company granted RSUs of 2,141,000 shares of common stock under the 2024 Plan to executive officers of the Company or its subsidiaries in exchange for services provided to the Company.

These RSUs vest over 1 year , subject to continued service by the executive officers, and will result in total compensation expense of $ 503,135 .

VOLITIONRX LIMITED

2 unchanged sentences

($ 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.

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

This resulted in $ 103,573 of expense.

Amendment Date

Equity Incentive Plan

Stock Options

New Expiration Date

Option Expense

January 29, 2025

February 11, 2019

February 11, 2029

Options Cancellations

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

Registered Direct Offering

On March 24, 2025, the Company entered into a securities purchase agreement with the several purchasers, pursuant to which the Company issued and sold to such purchasers, in a registered direct offering pursuant to the 2021 Form S-3, an aggregate of (i) 2,363,636 shares of the Company’s common stock to certain of its directors and executive officers, and certain of its existing stockholders (collectively, the “Insiders”) at an offering price of $ 0.55 per share (the “Insider Shares”), and (ii) 1,739,087 shares of common stock (the “Warrant Investor Shares” and, together with the Insider Shares, the “March 2025 Shares”), together with common stock purchase warrants to purchase up to 1,739,087 shares of common stock (the “March 2025 Warrants”), at a combined offering price of $ 0.55 per Warrant Investor Share and accompanying March 2025 Warrant, to certain other existing stockholders of the Company and new investors (collectively, the “Warrant Investors”).

Each March 2025 Warrant has an exercise price per share of $ 0.66 , and is exercisable on or after March 26, 2025 through and until March 26, 2030.

The Insiders did not receive any March 2025 Warrants in the offering.

The net proceeds received by the Company for the issuance and sale of the March 2025 Shares and the March 2025 Warrants was $ 2.3 million, before deducting offering expenses of $ 0.1 million paid by the Company.

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

Warrants Expiration

Effective March 1, 2026, a warrant to purchase 50,000 shares of common stock expired unexercised.

Unregistered Sales of Equity Securities

Pursuant to that certain securities purchase agreement dated May 15, 2025 (as amended and restated on January 7, 2026), the Company issued to Lind Global Asset Management XII LLC, a Delaware limited liability company (“ Lind ”), a senior secured convertible promissory note in the principal amount of $ 7,500,000 .

In connection with its repayment obligations under such note, the Company issued to Lind (a) on January 16, 2026, 1,893,936 shares of common stock to satisfy a $ 416,666 payment obligation;

(b) on January 28, 2026, 2,569,753 shares of common stock to satisfy a $ 583,334 payment obligation;

(d) on March 16, 2026, 2,408,473 shares of common stock to satisfy a $ 416,666 payment obligation;

and (e) on March 25, 2026, 3,472,226 shares of common stock to satisfy a $ 583,334 payment obligation.

The offering and sale of the shares of common stock underlying the note were made in private placement transactions.

Debt Financing Transaction

On January 7, 2026, the Company and Lind entered into an amended and restated securities purchase agreement, pursuant to which the Company received $ 2,000,000 in funding from Lind in exchange for the issuance to Lind of a senior secured convertible promissory note in the principal amount of $ 2,400,000 (the “ 2026 Lind Note ”) and a common stock purchase warrant for the purchase of up to 7,000,350 shares of the Company’s common stock at a price of $ 0.5714 per share, subject to adjustment, and exercisable for five years.

On January 15, 2026, the Company issued Lind the 2026 Lind Note and accompanying common stock purchase warrant.

The offering and sale of the 2026 Lind Note and the accompanying warrant were made in a private placement transaction.

END NOTES TO FINANCIALS

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data