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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 47 added, 31 removed, 170 unchanged (31% of the section changed)

39 unchanged sentences

OTHER INFORMATION

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 on March 16, 2026, 2,408,473 shares of common stock to satisfy a $416,666 payment obligation and 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 reliance on the exemption afforded by Section 3(a)(9) or alternatively Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and/or Rule 506 of Regulation D under the Securities Act, and corresponding provisions of state securities or “blue sky” laws.

The issuance of the shares of common stock was to an existing securityholder, did not involve any paid commissions, did not involve a public offering and was made without general solicitation or general advertising.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

16 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Report:

(a) The following documents are filed as part of this Report:

Financial Statements.

8 unchanged sentences

Agreement, Consent and Waiver by and between Standard Capital Corporation and its Shareholders, dated September 27, 2011.

Second Amended and Restated Certificate of Incorporation, as currently in effect.

Second Amended and Restated Certificate of Incorporation, as amended and currently in effect.

Amended and Restated Bylaws, as currently in effect.

Description of Capital Stock.

Common Stock Warrant issued by VolitionRx Limited to Gael Forterre, dated January 1, 2021.

Form of Underwriter Warrant issued to Prime Executions, Inc.

dba Freedom Capital Markets.

Form of Pre-Funded Warrant.

Form of Series A Common Stock Warrant.

2 unchanged sentences

Form of Form B Common Stock Purchase Warrant.

Non-Exploitation and Third-Party Patent License Agreement, by and among ValiBio SA, ValiRX plc and The Walloon Region, dated December 17, 2009.

Form of Common Stock Purchase Warrant dated March 26, 2025.

Incorporated by Reference

Exhibit Description

VolitionRx Limited 2011 Equity Incentive Plan dated November 17, 2011.

VolitionRx Limited 2011 Equity Incentive Plan Form of Stock Option Agreement.

VolitionRx Limited 2011 Equity Incentive Plan Form of Stock Award Agreement for Restricted Stock.

Form of Senior Secured Convertible Promissory Note, dated May 15, 2025 issued by the Company to Lind Global Asset Management XII LLC.

Form of Common Stock Purchase Warrant, dated May 15, 2025 issued by the Company to Lind Global Asset Management XII LLC.

Form of Common Stock Purchase Warrant dated August 5, 2025.

Form of Common Stock Purchase Warrant dated October 14, 2025.

Form of Underwriter Common Stock Purchase Warrant.

Warrant Agent Agreement, dated October 14, 2025, by and between the Company and VStock Transfer, LLC.

Form of Common Stock Purchase Warrant issued September 18, 2025.

Form of Senior Security Convertible Promissory Note, dated January 2026, issued by the Company to Lind Global Asset Management XII LLC.

Form of Common Stock Purchase Warrant, dated January 2026, issued by the Company to Lind Global Asset Management XII LLC.

Non-Exploitation and Third-Party Patent License Agreement by and among ValiBio SA, ValiRX plc and The Walloon Region, dated December 17, 2009.

VolitionRx Limited 2015 Stock Incentive Plan, as amended April 17, 2023.

Form of Notice of Stock Option Grant and Stock Option Agreement under the VolitionRx Limited 2015 Stock Incentive Plan.

Form of Notice of Restricted Stock Award and Restricted Stock Agreement under the VolitionRx Limited 2015 Stock Incentive Plan.

Form of Notice of Stock Bonus Award and Stock Bonus Award Agreement under the VolitionRx Limited 2015 Stock Incentive Plan.

Form of Notice of Stock Appreciation Right Award and Stock Appreciation Right Agreement under the VolitionRx Limited 2015 Stock Incentive Plan.

Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement under the VolitionRx Limited 2015 Stock Incentive Plan.

Form of Notice of Performance Shares Award and Performance Shares Award Agreement under the VolitionRx Limited 2015 Stock Incentive Plan.

Form of Independent Director Agreement.

3 unchanged sentences

Exhibit Description

Employment Agreement, by and between Volition Diagnostics UK Limited and Martin Faulkes, dated March 7, 2017.

Unsecured Credit Agreement, by and among VolitionRx Limited, SPRL Belgian Volition and Wallonne de Financement a l’ Exportation et de l’Internationalisation des Enterprises Wallones (English translation of French original), dated September 20, 2017.

3 unchanged sentences

and the Regents of the University of Michigan, dated February 17, 2020.

Consulting Services Agreement, by and between Singapore Volition Pte.

Limited and PB Commodities Pte.

(Cameron Reynolds), dated December 1, 2020.

Common Stock Warrant issued by VolitionRx Limited to Gael Forterre, dated January 1, 2021.

Singapore Volition Pte.

4 unchanged sentences

Volition Veterinary Diagnostics Development, LLC Employment Agreement Chief Executive Officer, by and between Volition Veterinary Diagnostics Development, LLC and Salvatore Thomas Butera, dated March 25, 2021.

Incorporated by Reference

Exhibit Description

Volition America, Inc.

5 unchanged sentences

Equity Distribution Agreement, by and between VolitionRx Limited and Jefferies LLC, dated May 20, 2022.

Underwriting Agreement, by and between VolitionRx Limited and Newbridge Securities Corporation, dated February 17, 2023.

Singapore Volition Pte.

Limited Employment Agreement Group Chief Executive Officer, by and between Singapore Volition and Cameron Reynolds.

Incorporated by Reference

Exhibit Description

Underwriting Agreement, dated June 1, 2023, by and between Volition Rx Limited and Prime Executions, Inc.

dba Freedom Capital Markets.

Contract of Employment, by and between Volition Diagnostics UK Ltd.

Andrew Retter, dated March 19, 2024

Singapore Volition Pte.

Limited Employment Agreement Group Chief Executive Officer, by and between Singapore Volition and Cameron Reynolds, dated March 13, 2023.

2024 Stock Incentive Plan.

5 unchanged sentences

Form of Notice of Stock Bonus Award and Stock Bonus Award Agreement under the 2024 Stock Incentive Plan

Form of Securities Purchase Agreement, dated August 8, 2024, by and among the Company and the purchaser party thereto.

Form of Securities Purchase Agreement, dated August 8, 2024, by and between the Company and the purchaser party thereto.

Permanent employment contract, by and among Belgian Volition SPRL and Gaetan Michel, effective September 2, 2024.

First amendment to Consulting Services Agreement, between Volition Global Services SRL and 3F Management SPRL, effective September 1, 2024.

Independent Director Agreement, dated November 6, 2024, by and between VolitionRx Limited and Timothy I.

Independent Director Agreement, dated November 6, 2024, by and between the Company and Timothy I.

Securities Purchase Agreement, dated as of December 5, 2024, by and among the Company and the purchasers on the signature pages thereto.

Form of Securities Purchase Agreement, dated March 24, 2025, by and among the Company and the purchasers on the signature page thereto.

Capital on Demand TM Sales Agreement, dated April 22, 2025, by and between the Company and Jones Trading Institutional Services, LLC.

Incorporated by Reference

Exhibit Description

Insider Trading & Blackout Policy.

Amendment No.

1 to Capital on Demand TM Sales Agreement dated April 22, 2025, by and between the Company and Jones Trading Institutional Services, LLC.

Securities Purchase Agreement, dated May 15, 2025, by and between the Company and Lind Global Asset Management XII LLC, as amended June 26,2025.

Security Agreement, dated May 15, 2025, by and between the Company and Lind Global Asset Management XII LLC.

Guaranty, dated May 15, 2025, by and among Singapore Volition Pte.

Limited, Volition Global Services SRL, Belgian Volition SRL, Volition Diagnostics UK Limited, Volition America, Inc.

and Volition Veterinary Diagnostics Development LLC, and Lind Global Asset Management XII LLC.

Pledge Agreement, dated May 15, 2025, by and between the Company and Lind Global Asset Management XII LLC.

Guarantor Security Agreement, dated May 15,2025, by and among Singapore Volition Pte.

Limited, Volition Global Services SRL, Belgian Volition SRL, Volition Diagnostics UK Limited, Volition America, Inc.

and Volition Veterinary Diagnostics Development LLC, and Lind Global Asset Management XII LLC.

Pledge Agreement, dated May 15, 2025, by and between Singapore Volition Pte.

Limited and Lind Global Asset Management XII LLC.

Form of Securities Purchase Agreement, dated as of August 1, 2025, by and among the Company and the purchasers on the signature pages thereto.

Underwriting Agreement, dated October 10, 2025, by and between the Company and Newbridge Securities Corporation.

Amendment to the Underwriting Agreement, dated October 10, 2025, by and between the Company and Newbridge Securities Corporation.

Amended and Restated Securities Purchase Agreement, dated January 7, 2026, by and between the Company and Lind Global Asset Management XII LLC.

Insider Trading Policy.

List of Subsidiaries.

Consent of Independent Registered Public Accounting Firm.

Incorporated by Reference

Exhibit Description

Power of Attorney (included on the signature page of this Report).

4 unchanged sentences

Clawback and Forfeiture Policy

Incorporated by Reference

Exhibit Description

Inline XBRL Instance Document

8 unchanged sentences

The registrant agrees to furnish supplementally any omitted schedules to the SEC upon request.

Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a) (5) of Regulation S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or disclosure document.

The registrant agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request.

The certifications attached as Exhibit 32.1 accompany this Report pursuant to 18 U.S.C.

19 unchanged sentences

(Principal Financial and Accounting Officer)

/s/ Timothy I Still

Timothy I Still

March 31, 2026

12 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures