VOLITIONRX LTD 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA VOLITIONRX LIMITED Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 3627 ) F-38 Consolidated Balance Sheets F-39 Consolidated Statements of Operations and Comprehensive Loss F-40 Consolidated Statements of Stockholders’ Deficit F-41 Consolidated Statements of Cash Flows F-42 Notes to the Consolidated Financial Statements F-43 F-37 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of VolitionRx Limited: 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”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph Regarding Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, negative cash flows from operations, and minimal revenues, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters 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 We have served as the Company’s auditor since 2011. Draper, UT March 31, 2026 F-38 Table of Contents VOL ITIONRX LIMITED Consolidated Balance Sheets (Expressed in United States Dollars, except share numbers) December 31, 2025 December 31, 2024 $ $ ASSETS Current Assets Cash and cash equivalents 1,117,028 3,264,429 Accounts receivable, net 317,808 110,574 Prepaid expenses 433,680 338,660 Other current assets 192,409 343,145 Total Current Assets 2,060,925 4,056,808 Property and equipment, net 4,027,849 4,429,152 Operating lease right-of-use assets 495,749 599,816 Intangible assets, net 316,704 313,747 Total Assets 6,901,227 9,399,523 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable 2,918,768 2,766,178 Accrued liabilities 4,211,828 3,476,903 Deferred revenue 353,846 230,000 Management and directors’ fees payable 80,939 30,086 Current portion of long-term debt 890,571 860,223 Current portion of financing lease liabilities 54,377 46,737 Current portion of operating lease liabilities 250,336 221,755 Current portion of grants repayable 117,093 60,979 Warrant liability 20,978 97,886 Derivative liability 913,742 - Current portion of convertible note payable, net 2,418,275 - Total Current Liabilities 12,230,753 7,790,747 Long-term debt, net of current portion 5,818,354 3,952,846 Deferred revenue, net of current portion 21,938,462 22,663,400 Finance lease liabilities, net of current portion 317,859 328,338 Operating lease liabilities, net of current portion 276,558 410,686 Grants repayable, net of current portion 473,652 361,242 Convertible note payable, net of current portion 1,438,400 - Total Liabilities 42,494,038 35,507,259 Stockholders’ Deficit Common stock Authorized: 325,000,000 shares of common stock, at $ 0.001 par value Issued and outstanding: 125,779,769 shares and 96,097,485 shares, respectively 125,780 96,098 Additional paid-in capital 218,824,268 204,154,994 Accumulated other comprehensive income ( 295,071 ) 385,631 Accumulated deficit ( 252,901,370 ) ( 229,544,343 ) Total VolitionRx Limited Stockholders’ Deficit ( 34,246,393 ) ( 24,907,620 ) Non-controlling interest ( 1,346,418 ) ( 1,200,116 ) Total Stockholders’ Deficit ( 35,592,811 ) ( 26,107,736 ) Total Liabilities and Stockholders’ Deficit 6,901,227 9,399,523 (The accompanying notes are an integral part of these consolidated financial statements) F-39 Table of Contents VOL ITIONRX LIMITED Consolidated Statements of Operations and Comprehensive Loss (Expressed in United States Dollars, except share numbers) For the Years Ended December 31, 2025 December 31, 2024 $ $ Revenues Service 450,805 228,138 Product 1,276,579 1,005,373 Total Revenues 1,727,384 1,233,511 Operating Expenses Research and development 10,081,299 14,406,486 General and administrative 9,463,581 8,487,562 Sales and marketing 3,921,075 5,364,433 Total Operating Expenses 23,465,955 28,258,481 Operating Loss ( 21,738,571 ) ( 27,024,970 ) Other Income (Expenses) Grant income 516,515 103,368 Gain /( Loss) on disposal of fixed assets 1,829 ( 34,731 ) Interest income 600 9,947 Interest expense ( 532,192 ) ( 340,362 ) Amortization of debt discount ( 1,957,147 ) - Gain on change in fair value of warrant liability 76,908 28,763 Gain on change in fair value of derivative liability 128,729 - Total Other Income (Expenses) ( 1,764,758 ) ( 233,015 ) Net Loss ( 23,503,329 ) ( 27,257,985 ) Net Loss attributable to Non-Controlling Interest 146,302 290,149 Net Loss attributable to VolitionRx Limited Stockholders ( 23,357,027 ) ( 26,967,836 ) Other Comprehensive Income (Loss) Foreign currency translation adjustments ( 680,702 ) 141,691 Net Comprehensive Loss ( 24,184,031 ) ( 27,116,294 ) Loss Per Common Share Attributable to Common Stockholders - Basic and Diluted ( 0.22 ) ( 0.31 ) Weighted Average Shares Outstanding – Basic and Diluted 106,832,140 86,531,172 (The accompanying notes are an integral part of these consolidated financial statements) F-40 Table of Contents VOL ITIONRX LIMITED Consolidated Statement of Stockholders’ Deficit (Expressed in United States Dollars, except share numbers) For the Years Ended December 31, 2025 and 2024 Common Stock Additional Paid in Accumulated Other Comprehensive Accumulated Non Controlling Shares Amount Capital Income Deficit Interest Total # $ $ $ $ $ $ Balance, December 31, 2023 81,898,321 81,898 194,448,414 243,940 ( 202,576,507 ) ( 909,967 ) ( 8,712,222 ) Common stock issued for settlement of RSUs 730,395 731 ( 731 ) - - - - Common stock issued in lieu of license fee 129,132 129 125,258 - - - 125,387 Common stock issued for cash, net of issuance costs and allocation to warrant liability 13,339,637 13,340 8,453,449 - - - 8,466,789 Tax withholdings paid related to stock-based compensation - - ( 139,939 ) - - - ( 139,939 ) Stock-based compensation - - 1,268,543 - - - 1,268,543 Foreign currency translation - - - 141,691 - - 141,691 Net loss - - - - ( 26,967,836 ) ( 290,149 ) ( 27,257,985 ) Balance, December 31, 2024 96,097,485 96,098 204,154,994 385,631 ( 229,544,343 ) ( 1,200,116 ) ( 26,107,736 ) Common stock issued for settlement of RSUs 2,091,000 2,091 ( 2,091 ) - - - - Common stock issued for cash, net of issuance costs 24,034,011 24,034 11,142,819 - - - 11,166,853 Issuance of warrants in connection with convertible note offering - - 1,998,869 - - - 1,998,869 Common stock issued for cash upon exercise of warrants 3,557,273 3,557 - - - - 3,557 Tax withholdings paid related to stock-based compensation - - ( 210,034 ) - - - ( 210,034 ) Stock-based compensation - - 1,636,138 - - - 1,636,138 Stock-based compensation in relation to modification of options - - 103,573 - - - 103,573 Foreign currency translation - - - ( 680,702 ) - - ( 680,702 ) Net loss - - - - ( 23,357,027 ) ( 146,302 ) ( 23,503,329 ) Balance, December 31, 2025 125,779,769 125,780 218,824,268 ( 295,071 ) ( 252,901,370 ) ( 1,346,418 ) ( 35,592,811 ) (The accompanying notes are an integral part of these consolidated financial statements) F-41 Table of Contents VOL ITIONRX LIMITED Consolidated Statements of Cash Flows (Expressed in United States Dollars) For the Years Ended December 31, 2025 December 31, 2024 $ $ Operating Activities: Net loss ( 23,503,329 ) ( 27,257,985 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 983,706 1,113,184 Amortization of operating lease right-of-use assets 232,695 225,748 Amortization of debt discount 1,957,147 - (Gain) / Loss on disposal of fixed assets ( 1,829 ) 34,731 Stock based compensation 1,739,711 1,268,543 Gain on change in derivative liability ( 128,729 ) - Gain on change in fair value of warrant liability ( 76,908 ) ( 28,763 ) Changes in operating assets and liabilities: Accounts receivable ( 207,234 ) 132,045 Prepaid expenses ( 95,020 ) 182,710 Other current assets 150,736 16,980 Accounts payable and accrued liabilities 77,977 ( 1,217,013 ) Deferred revenue ( 601,092 ) ( 106,600 ) Management and directors’ fees payable 50,853 - Operating lease liabilities ( 262,018 ) ( 257,204 ) Net Cash Used In Operating Activities ( 19,683,334 ) ( 25,893,624 ) Investing Activities: Purchases of property and equipment ( 89,558 ) ( 277,499 ) Purchase of license - ( 296,353 ) Net Cash Used In Investing Activities ( 89,558 ) ( 573,852 ) Financing Activities: Net proceeds from issuance of common shares 11,170,410 8,592,177 Tax withholdings paid related to stock-based compensation ( 210,034 ) ( 139,939 ) Proceeds from grants repayable 111,043 - Proceeds from long-term debt 1,980,178 1,368,502 Net proceeds from issuance of convertible note and warrants 5,802,779 - Payments on long-term debt ( 877,550 ) ( 1,087,550 ) Payments on convertible loan note ( 833,334 ) - Payments on grants repayable - ( 28,213 ) Payments on financing leases ( 50,634 ) ( 47,723 ) Net Cash Provided By Financing Activities 17,092,858 8,657,254 Effect of foreign exchange on cash and cash equivalents 532,633 344,668 Net Change in Cash and Cash Equivalents ( 2,147,401 ) ( 17,465,554 ) Cash and Cash Equivalents – Beginning of Year 3,264,429 20,729,983 Cash and Cash Equivalents – End of Year 1,117,028 3,264,429 Supplemental Disclosures of Cash Flow Information: Cash paid for Interest 280,718 340,362 Non-Cash Investing and Financing Activities: Common stock issued for settlement of vested RSUs 2,091 731 Fair value of derivative liability recognized upon issuance of convertible note 1,042,471 - Issuance of warrants in connection with convertible note offering 1,983,842 - Debt issuance cost recognized upon issuance of convertible note 1,740,825 - Common stock issued for license rights - 125,258 Offering costs from issuance of common stock 605,514 325,090 Non-cash note payable 292,470 294,603 (The accompanying notes are an integral part of these consolidated financial statements) F-42 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) Note 1 – Organization and Nature of Operations The Company was incorporated under the laws of the State of Delaware on September 24, 1998. On September 22, 2011, the Company filed a Certificate for Renewal and Revival of Charter with the Secretary of State of Delaware. Pursuant to Section 312(1) of the Delaware General Corporation Law, the Company was revived under the new name of “VolitionRX Limited” and the name change became effective on October 11, 2011. On October 7, 2016, the Company amended its Certificate of Incorporation to reflect a name change to “VolitionRx Limited.” On October 6, 2011, the Company entered into a share exchange agreement with Singapore Volition Pte. Limited, a Singapore corporation incorporated on August 5, 2010 (“Singapore Volition”), and the shareholders of Singapore Volition. Pursuant to the terms of the share exchange agreement, the former shareholders of Singapore Volition held 85% of the issued and outstanding common shares of the Company. The issuance was deemed to be a reverse acquisition for accounting purposes and as such, Singapore Volition is regarded as the predecessor of the Company. The number of shares outstanding and per share amounts of the Company have been restated to recognize the foregoing recapitalization. The Company’s principal business objective through its subsidiaries is to develop and bring to market simple, easy to use, cost effective blood tests designed to help diagnose and monitor a range of life-altering diseases, including certain cancers and diseases associated with NETosis such as sepsis. The tests are based on the science of Nucleosomics TM , which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid – an indication that disease is present. The Company has two wholly owned subsidiaries, Volition Global Services SRL (“Volition Global”) which was formed in August 2021 and Singapore Volition. Singapore Volition has one wholly owned subsidiary, Belgian Volition SRL, a Belgium private limited liability company (“Belgian Volition”), which it acquired in September 2010. Belgian Volition has three subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), which was formed in November 2015, Volition America, Inc. (“Volition America”), which was formed in February 2017, as well as its majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”), which was formed in June 2019. Following the acquisition of Singapore Volition in 2011, the Company’s fiscal year end was changed from August 31 to December 31. No te 2 – Liquidity and Go ing Concern Assessment Management assesses liquidity and going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in the generally accepted accounting principles in the United States of America (“GAAP”). As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period. The Company has incurred substantial losses since its inception of $ 252.9 million, has negative cash flows from operations, and has minimal revenues and expects to continue to incur operating losses in the near-term. These factors raise substantial doubt about its ability to continue as a going concern. The Company 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. Management plans to address the above as needed by, (a) securing additional grant funds, (b) obtaining additional financing through debt or equity transactions; (c) granting licenses and/or distribution rights to third parties in exchange for specified up-front and/or back-end payments, and (d) developing and commercializing its products in an efficient manner. Management continues to exercise tight cost controls to conserve cash. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and to eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. F-43 Table of Contents 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 Basis of Presentation 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”). The consolidated financial statements of the Company are expressed in US dollars and the Company’s fiscal year end is December 31. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets and valuations of stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experiences and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected. Principles of Consolidation The accompanying consolidated financial statements for the year ended December 31, 2025 include the accounts of the Company and its subsidiaries. The Company has two wholly owned subsidiaries, Singapore Volition Pte. Limited and Volition Global Services SRL. Singapore Volition has one wholly owned subsidiary, Belgian Volition SRL. Belgian Volition has three subsidiaries, Volition Diagnostics UK Limited, Volition America, Inc, and its one majority owned subsidiary Volition Veterinary Diagnostics Development LLC. See Note 10(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. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, 2025, and December 31, 2024, the Company had $ 1,117,028 and $ 3,264,429 , respectively, in cash and cash equivalents. As of December 31, 2025, and December 31, 2024, the Company had $ 105,091 and $ 1,125,750 , respectively, in its domestic accounts in excess of federal deposit insured limits. As of December 31, 2025, and December 31, 2024, the Company had $ 424,955 and $ 820,066 , respectively, in its foreign accounts in excess of the Belgian Deposit insured limits. As of December 31, 2025, and December 31, 2024, the Company had $ 0 and $ 140,289 , respectively, in its foreign accounts in excess of the Singapore deposit insured limits. As of December 31, 2025, and December 31, 2024, the Company had $ 0 and $ 356,985 , respectively, in its foreign accounts in excess of the UK deposit insured limits. F-44 Table of Contents 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) Accounts Receivable Accounts receivable consist of trade receivables arising from credit sales in the normal course of business. Accounts receivable are recorded at the time of sale, net of an allowance for current expected credit losses (“CECL”) in accordance with ASC Topic 326, “ Financial Instruments – Credit Losses .” The Company estimates CECL based on historical bad debt experience, the aging of accounts receivable, the current creditworthiness of 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. As of December 31, 2025, and December 31, 2024, the Company estimated an allowance for CECL of $ 0 and $ 31,735 , respectively. Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Depreciation is calculated using the straight-line method over the estimated useful lives. Refer to Note 4 - Property and Equipment for further details. Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC Topic 260, “Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share is calculated by adjusting the weighted average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents. Common stock equivalents whose effect would be antidilutive are not included in diluted loss per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase shares of common stock of the Company at the average closing market price during the period. There were 68,478,035 and 42,572,283 potential common stock equivalents from stock options, RSUs and warrants excluded from the diluted EPS calculations as their effect is anti-dilutive for the years ended December 31, 2025, and December 31, 2024, respectively. Foreign Currency Translation The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted ASC Topic 830-20, “Foreign Currency Matters – Foreign Currency Transactions” . All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation of foreign currency denominated transactions are included in other comprehensive income. Other Comprehensive Income (Loss) ASC Topic 220, “ Other Comprehensive Income”, establishes standards for the reporting and display of other comprehensive loss and its components in the financial statements. As of December 31, 2025, the Company had $ 295,071 of accumulated other comprehensive loss, relating to foreign currency translation. F-45 Table of Contents 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) Financial Instruments Pursuant to ASC Topic 820, “ Fair Value Measurements and Disclosures,” an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which 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. Fair Value Measurements at December 31, 2025 Description Level 1 Level 2 Level 3 Total $ $ $ $ Liabilities Warrant liability - 20,978 - 20,978 Derivative Liability - 913,742 - 913,742 Total Liability - 934,720 - 934,720 Fair Value Measurements at December 31, 2024 Description Level 1 Level 2 Level 3 Total $ $ $ $ Liabilities Warrant liability - 97,886 - 97,886 F-46 Table of Contents 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) Warrant Liability The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis for the year ended December 31, 2025 and December 31, 2024, as follows: $ Balance at December 31, 2023 126,649 Gain on change in fair value of warrant liability ( 28,763 ) Balance at December 31, 2024 97,886 Gain on change in fair value of warrant liability ( 76,908 ) Balance at December 31, 2025 20,978 Derivative Liability $ Balance at December 31, 2024 - Initial fair value of embedded derivative liability upon issuance 1,042,471 Gain on change in fair value of derivative liability ( 128,729 ) Balance at December 31, 2025 913,742 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. Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC Topic 740, “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Refer to Note 9 for further details. F-47 Table of Contents 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 The Company reports segment information in accordance with ASC Topic 280, “ Segment Reporting .” Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer. Management has determined that the Company operates as a single operating and reportable segment. The CODM reviews financial information on a consolidated basis to make operating decisions, allocate resources, and assess performance, and does not evaluate discrete financial information for individual components such as subsidiaries, product lines, or geographic regions. The Company’s principal business objective, through its subsidiaries, is to develop and bring to market simple, easy to use, cost effective blood tests designed to help diagnose and monitor a range of life-altering diseases. Revenue Recognition The Company recognizes revenue in accordance with 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: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s). The Company generates product revenues from the sale of its Nu.Q ® Vet Cancer Test, from the sale of nucleosomes, and from the sale of research use only kits. In addition, revenue is received from external third parties for services the Company performs for them in its laboratory. Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty 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. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product” in the consolidated statements of operations and comprehensive loss. F-48 Table of Contents 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) Revenue Recognition (continued) Service The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties under “Service” under the consolidated statements of operations. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Licensing The Company includes revenue recognized from the licensing of certain rights to third parties in “Licensing” in the consolidated statements of operations and comprehensive loss. For each licensing, development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. F-49 Table of Contents 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) Revenue Recognition (continued) Revenue from Heska Agreement On March 28, 2022, Belgian Volition entered into a Master License and Supply Agreement (the “License Agreement”) with Heska Corporation (“Heska”), now an Antech company, a leading global provider of advanced veterinary diagnostics, pursuant to which Belgian Volition granted Heska worldwide exclusive rights to sell the Nu.Q® Vet Cancer Test at the point of care (“POC”) initially for the screening of lymphoma and hemangiosarcoma in dogs (“Canine Lymphoma & HSA”), and non-exclusive rights to sell its Nu.Q® Vet Cancer Test in kit format (“Kits”) through Heska’s network of central reference laboratories (“Central Lab”) initially for Canine Lymphoma & HSA. Under and subject to the terms of the License Agreement, Belgian Volition received an upfront payment of $10.0 million in 2022, and received further milestone payments in 2023 of (i) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC screening test for Canine Lymphoma & HSA and (ii) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC monitoring test for the same conditions. A further milestone payment of $ 5.0 million will be payable to Volition pursuant to the Agreement upon the earlier of (a) the first commercial sale by or on behalf of Heska of a screening or monitoring test for lymphoma in felines, or (b) the 9-month anniversary of the first peer reviewed paper evidencing clinical utility for the screening or monitoring of lymphoma in felines being published in any one of a number of periodicals identified by the parties. Any further expansion of the License Agreement to cover the use of the Nu.Q® Vet Cancer Test for other cancer and non-cancer indications is subject to negotiation between the parties. Pursuant to the terms of the License Agreement, Belgian Volition will also supply Central Lab Kits and will receive a pre-agreed price per test, adjusted annually for inflation. The price per test for POC key components (“Key Components”) is also discounted to reflect the lower cost to Belgian Volition and additional assembly costs for Heska, as well as consideration for Heska’s upfront and milestone payments. Heska will assemble the Key Components for use at the POC, and is additionally responsible for marketing and distribution efforts and related costs. The License Agreement may be terminated by either party for a material breach by the other party, subject to notice and cure provisions, or in the event of the other party’s insolvency. Heska also has the option to terminate if it is unable to adapt the Key Components for use on a POC platform. Unless earlier terminated, the License Agreement will continue in effect for an initial term of 22 years for POC and 5 years for Central Lab, with the Central Lab term then continuing on a rolling one-year basis for the POC term. According to ASC Topic 606, “ Revenue from Contracts with Customers ”, a performance obligation is a commitment to provide a distinct good or service or a series of distinct goods or services. Goods and services that are not distinct are bundled with other goods or services in the contract until a bundle of goods or services that is distinct is created. A good or service promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. In conjunction with the License Agreement, the Company evaluated whether 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 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. The Company expects to recognize the total $ 28.0 million of milestone amounts under the License Agreement over time using an output method based on Key Components and Kits supplied to Heska. F-50 Table of Contents 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) Revenue Recognition (continued) 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 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. Deferred Revenue (Contract Liabilities) and Contract Assets Deferred revenue consists of amounts for which the Company has an unconditional right to bill, and/or amounts for which payment has been received (including non-refundable amounts) but have not been recognized as revenue because the related performance obligations are deemed incomplete. 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, 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 In accordance with ASC Topic 730, “ Research and Development,” the Company follows the policy of expensing its research and development costs in the period in which they are incurred. The Company incurred research and development expenses of $ 10.1 million and $ 14.4 million during the years ended December 31, 2025 and 2024, respectively. Impairment of Long-Lived Assets In accordance with ASC Topic 360, “Property, Plant and Equipment”, the Company reviews the carrying value of long-lived assets such as intangible assets with definite lives, property and equipment, and right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets might not be recoverable. These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used by the Company or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of future operating or cash flow losses, significant disposal activity, a significant decline in the Company’s share price, a significant decline in revenue or adverse changes in the economic environment. If such facts indicate a potential impairment, the Company would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, the Company will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset group’s carrying amount and its estimated fair value. Impairment losses of $nil were recognized during the years ended December 31, 2025, and December 31, 2024, respectively. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants in accordance with ASC Topic 480, “ Distinguishing Liabilities from Equity ,” and ASC Topic 815-40, “ Contracts in Entity’s Own Equity .” This assessment, which requires the use of professional judgment, considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own shares and whether the events where holders of the warrants could potentially require net cash settlement are within the Company’s control, among other conditions for equity classification. Warrant liabilities are recognized at fair value, with changes in fair value recognized in the consolidated statement of operations each period. F-51 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) Note 3 - Summary of Significant Accounting Policies (continued) Stock-Based Compensation The Company records stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation” . Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period. The fair value of 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). The fair value of RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring, with the estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. The Company has elected to recognize forfeitures as they occur. Refer to Note 8 for further details. Operating Leases The Company accounts for leases in accordance with ASC Topic 842, “ Leases. ” The Company determines whether a contract is a lease at contract inception or for a modified contract at the modification date. At inception or modification, the Company recognizes right-of-use assets (“ROU”) and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If the lease contains a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company is reasonably certain that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The IBR is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. When calculating the present value of minimum lease payments, we account for leases as one single lease component if a lease has both lease and non-lease fixed cost components. Variable lease and non-lease cost components are expensed as incurred. We do not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. We recognize the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. Grant Income The Company receives funding from public bodies for a proportion of the costs of specific projects. Funds are received in line with claims submitted for the agreed expenditure. The Company recognizes grant income once claims submitted are approved and funds are received. General working capital funding received at the commencement of a project is treated as deferred income and is recorded in accrued liabilities until it has been utilized for the expenditure claimed. Funding received that is repayable is shown as a liability. F-52 Table of Contents 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) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Management does not believe significant credit risks exist at December 31, 2025. At December 31, 2025 the two largest customer balances represented over 38% of the total outstanding accounts receivable balance. Recently Adopted Accounting Pronouncements 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. ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. The 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. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. 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 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. F-53 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) 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: December 31, 2025 December 31, 2024 Useful Life Cost $ Cost $ Computer hardware and software 3 years 658,088 701,505 Laboratory equipment 5 years 5,042,403 4,600,168 Office furniture and equipment 5 years 398,679 359,337 Buildings 30 years 2,246,138 1,981,247 Building improvements 5 - 15 years 1,935,277 1,637,139 Land Not amortized 140,812 124,206 Total property and equipment 10,421,397 9,403,602 Less accumulated depreciation 6,393,548 4,974,450 Total property and equipment, net 4,027,849 4,429,152 During the years ended December 31, 2025 and December 31, 2024, the total capital expenditure was $ 0.1 million and $ 0.3 million, respectively, the majority of which was from purchases of laboratory equipment. During the years ended December 31, 2025 and December 31, 2024, the Company recognized $ 1.0 million and $ 1.1 million, respectively, in depreciation expense. F-54 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) No te 5 - Intangible Assets The Company’s intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years. December 31, 2025 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,513,278 1,196,574 316,704 December 31, 2024 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,354,274 1,040,527 313,747 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. The annual estimated amortization schedule over the next five years is as follows: 2026 $ 21,432 2027 $ 21,432 2028 $ 21,432 2029 $ 21,432 2030 $ 19,142 Greater than 5 years $ 211,834 Total Intangible Assets $ 316,704 The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 as of December 31, 2025. The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, 2025. Note 6 - Related Party Transactions 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). F-55 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) Note 7 - Common Stock 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. F-56 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) Note 7 - Common Stock (continued) 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. No. 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. F-57 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) Note 7 - Common Stock (continued) 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. F-58 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) Note 7 - Common Stock (continued) 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. H.C. Wainwright & Co. acted as the exclusive placement agent for the Company in the offering. The combined offering price for a share of common stock and accompanying Common Warrants was $ 0.55 and the combined offering price for a Pre-Funded Warrant and accompanying Common Warrants was $ 0.549 . The net proceeds received by the Company for the issuance and sale of the securities 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. F-59 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) Note 7 - Common Stock (continued) 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. F-60 Table of Contents 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 a) Warrants The following table summarizes the changes in warrants outstanding of the Company during the year ended December 31, 2025 and December 31, 2024: Warrants # Weighted Average Exercise Price $ Outstanding at December 31, 2023 862,500 3.0500 Granted-Pre Funded Warrants 3,557,273 0.0010 Granted-Form A Warrants 2,857,389 0.5722 Granted-Form B Warrants 1,428,693 0.7153 Expired - - Outstanding at December 31, 2024 8,705,855 0.6080 Granted-Warrants 31,152,746 0.6449 Exercised ( 3,557,273 ) 0.0010 Outstanding at December 31, 2025 36,301,328 0.6992 Exercisable at December 31, 2025 35,409,248 0.7010 Warrants Granted 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. F-61 Table of Contents 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) 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 $20.0 million . F-62 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) No te 8 - Stock-Based Compensation (Continued) 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: Warrants # Weighted Average Exercise Price $ Outstanding at December 31, 2023 - - Granted 25,836,364 0.570 Exercised - - Expired - - Outstanding at December 31, 2024 25,836,364 - Granted - Exercised - - Expired - - Outstanding at December 31, 2025 25,836,364 0.570 Exercisable at December 31, 2025 25,836,364 0.570 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. F-63 Table of Contents 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 # Exercisable # Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised ($) 25,454,546 25,454,546 0.570 2.61 14,509,091 2,857,389 2,857,389 0.572 3.94 1,634,998 13,282,500 13,282,500 0.600 4.78 7,969,500 892,080 - 0.630 4.78 562,010 1,739,087 1,739,087 0.660 4.24 1,147,797 13,020,834 13,020,834 0.672 4.47 8,750,000 483,870 483,870 0.682 4.72 329,999 381,818 381,818 0.688 3.61 262,500 1,428,693 1,428,693 0.715 3.94 1,021,873 1,734,375 1,734,375 0.768 4.59 1,332,000 448,500 448,500 2.000 2.45 897,000 54,000 54,000 3.050 2.76 164,700 50,000 50,000 3.450 0.16 172,500 125,000 125,000 3.950 1.00 493,750 185,000 185,000 4.900 1.09 906,500 62,137,692 61,245,612 40,154,218 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 $nil. Warrant Expiration D uring the years ended December 31, 2025 and December 31, 2024, no warrants expired unexercised. F-64 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) No te 8 - Stock-based Compensation (continued) b) Options 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 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 $103,573 was recorded as an additional options expense. At the Annual Meeting on July 2, 2024, the stockholders approved and adopted the Company’s 2024 Stock Incentive Plan (the “2024 Plan “) which authorizes up to 7,500,000 shares of common stock for issuance pursuant to awards granted under the 2024 Plan. The 2024 Plan had previously been approved by the Board of Directors of the Company on April 24, 2024. As of December 31, 2025, no options had been awarded under such Plan, however, RSUs for 4,547,678 shares had been awarded under the 2024 Plan. See Note 8- Stock Compensation – Restricted Stock Units . F-65 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) No te 8 - Stock-based Compensation (continued) b) Options (continued) The following table summarizes the changes in options outstanding of the Company during the years ended December 31, 2025 and December 31, 2024. Options # Weighted Average Exercise Price $ Outstanding at December 31, 2023 4,699,569 3.87 Forfeited ( 61,821 ) 3.40 Outstanding at December 31, 2024 4,637,748 3.86 Forfeited ( 1,011,568 ) 3.93 Outstanding at December 31, 2025 3,626,180 3.86 Exercisable at December 31, 2025 3,626,180 3.86 Options Granted During the years ended December 31, 2025 and December 31, 2024, no options were granted. F-66 Table of Contents 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) b) Options (continued) 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 (#) Grant Date Options Forfeited (#) Grant Price ($) Forfeiture Date 40,000 Feb 11, 2019 40,000 3.25 Feb 11, 2025 26,200 Aug 3, 2021 26,200 3.40 Mar 20, 2025 35,000 Apr 15, 2016 35,000 4.00 May 28, 2025 50,000 Mar 30, 2017 50,000 5.00 May 28, 2025 50,000 Jan 23, 2018 50,000 4.00 May 28, 2025 36,291 Aug 3, 2021 36,291 3.40 May 28, 2025 15,000 Apr 13, 2020 15,000 3.40 Jun 15, 2025 36,722 Aug 3, 2021 36,722 3.40 Jun 15, 2025 292,000 Jul 23, 2015 292,000 4.00 Jul 23, 2025 125,000 Apr 15, 2016 125,000 4.00 Dec 13, 2025 70,000 Mar 30, 2017 70,000 5.00 Dec 13, 2025 75,000 Jan 23, 2018 75,000 4.00 Dec 13, 2025 50,000 Feb 11, 2019 50,000 3.25 Dec 13, 2025 70,000 Apr 13, 2020 70,000 3.60 Dec 13, 2025 40,355 Aug 3, 2021 40,355 3.40 Dec 13, 2025 1,011,568 1,011,568 During the year ended December 31, 2024, the following table summarizes the options were forfeited, all of which were issued pursuant to the 2015 Plan. Options (#) Grant Date Options Forfeited (#) Grant Price ($) Forfeiture Date 25,000 Sep 7, 2021 25,000 3.40 Nov 4, 2024 36,821 Mar 8, 2021 36,821 3.40 Apr 16, 2024 61,821 61,821 F-67 Table of Contents 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) b) Options (continued) 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 # Exercisable # Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised $ 495,000 495,000 3.25 3.12 1,608,750 780,180 780,180 3.40 5.59 2,652,612 655,000 655,000 3.60 4.36 2,358,000 1,030,837 1,030,837 4.00 1.18 4,123,348 89,163 89,163 4.38 2.06 390,534 50,000 50,000 4.80 1.00 240,000 526,000 526,000 5.00 1.23 2,630,000 3,626,180 3,626,180 14,003,244 Stock-based compensation expense related to stock options of $ 0 and $0 was recorded for the year ended December 31, 2025 and December 31, 2024, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is approximately $nil and is expected to be recognized over a period of nil years. As of December 31, 2025, the total intrinsic value of stock options was $nil. As of December 31, 2025, an aggregate of nil shares of common stock remainedavailable for future issuance under the 2015 Plan. F-68 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) No te 8 - Stock-Based Compensation (continued) c) Restricted Stock Units (RSUs) Below is a table summarizing the RSUs issued and outstanding as of December 31, 2025, all of which were issued pursuant to the 2015 Plan. RSUs # Weighted Average Exercise Price $ Outstanding at December 31, 2023 3,634,952 1.01 Granted 1,457,910 0.68 Vested ( 924,536 ) 1.41 Forfeited ( 776,010 ) 0.83 Outstanding at December 31, 2024 3,392,316 0.80 Granted 705,258 0.67 Vested ( 2,226,215 ) 0.80 Forfeited ( 575,994 ) 0.87 Outstanding at December 31, 2025 1,295,365 0.68 RSUs Granted Below is a table summarizing the RSUs granted during the year ended December 31, 2025, all of which were issued pursuant to the 2015 Plan. These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated. RSUs Granted (#) Grant Date Vesting Period First Vesting Date Second Vesting Date Third Vesting Date RSU Expense $ 16,912 Jan 15, 2025 12 Months Jan 16, 2026 N/A N/A 10,656 50,000 Jan 15, 2025 36 Months Jan 15, 2026 Jan 15, 2027 Jan 15, 2028 31,505 125,000 Feb 26, 2025 67 Days May 13, 2025 N/A N/A 73,000 12,500 Mar 7, 2025 12 Months Mar 7, 2026 N/A N/A 7,563 137,452 Jun 1, 2025 2 Months Aug 1, 2025 N/A N/A 69,138 50,000 Jun 23, 2025 0 Days Jul 13, 2025 N/A N/A 43,005 50,000 Jun 23, 2025 1 Months Jul 23, 2025 N/A N/A 43,005 50,000 Jun 23, 2025 2 Months Aug 13, 2025 N/A N/A 43,005 101,700 Aug 15, 2025 78 Days Nov 1, 2025 N/A N/A 70,672 101,694 Aug 15, 2026 171 Days Feb 1, 2026 N/A N/A 70,668 5,000 Aug 15, 2027 47 Days Sep 30, 2025 N/A N/A 3,475 5,000 Aug 15, 2028 139 Days Dec 31, 2025 N/A N/A 3,475 705,258 469,167 F-69 Table of Contents 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) 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 2015 Plan. These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated. RSUs # Grant Date Vesting Period First Vesting Date Second Vesting Date Third Vesting Date RSU Expense $ 14,000 Feb 22, 2024 36 Months Feb 22, 2025 Feb 21, 2026 Feb 21, 2027 13,589 115,000 May 23, 2024 36 Months May 23, 2025 May 23, 2026 May 23, 2027 85,389 297,340 Jun 1, 2024 11 Months May 1, 2025 N/A N/A 209,832 38,198 Jul 1, 2024 11 Months Jun 1, 2025 N/A N/A 23,645 21,583 Jul 8, 2024 6 Months Jan 1, 2025 N/A N/A 13,209 343,192 Sep 1, 2024 9 Months Jun 1, 2025 N/A N/A 247,098 15,000 Sep 30, 2024 36 Months Sep 30, 2025 Sep 30, 2026 Sep 30, 2027 9,015 33,503 Oct 1, 2024 9 Months Jul 1, 2025 N/A N/A 21,308 400,000 Nov 6, 2024 36 Months Nov 6, 2025 Nov 6, 2026 Nov 6, 2027 240,799 180,094 Dec 1, 2024 6 Months Jun 1, 2025 N/A N/A 125,146 1,457,910 989,030 RSUs Vested 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. RSUs Vested (#) Shares Issued (#) Shares Withheld for Taxes (#) 21,583 21,583 - 4,667 2,750 1,917 33,503 21,643 11,860 38,198 24,676 13,522 41,642 26,901 14,741 31,667 28,867 2,800 297,340 248,908 48,432 125,000 125,000 - 37,334 35,654 1,680 343,192 286,908 56,284 8,667 5,381 3,286 50,000 50,000 - 138,452 112,933 25,519 4,667 3,161 1,506 50,000 50,000 - 137,452 104,801 32,651 50,000 50,000 - 2,000 2,000 - 282,825 222,334 60,491 5,000 5,000 - 282,659 216,966 65,693 333 333 - 5,000 5,000 - 101,700 81,867 19,833 133,334 133,334 - 2,226,215 1,866,000 360,215 F-70 Table of Contents 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) 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. RSUs # Vesting Date Shares Issued # Shares Withheld for Taxes # 21,582 Feb 8, 2024 21,582 - 9,000 Mar 1, 2024 6,057 2,943 44,217 Mar 27, 2024 40,530 3,687 51,000 Apr 4, 2024 32,337 18,663 50,000 May 1, 2024 34,496 15,504 11,500 Jun 1, 2024 6,670 4,830 14,962 Jun 15, 2024 11,684 3,278 4,667 Jul 13, 2024 3,165 1,502 29,000 Aug 15, 2024 21,291 7,709 2,000 Sep 11, 2024 2,000 - 2,500 Sep 21, 2024 2,500 - 332,775 Sep 28, 2024 265,300 67,475 337,666 Oct 04, 2024 272,242 65,424 333 Nov 29, 2024 333 - 13,334 Dec 11, 2024 10,208 3,126 924,536 730,395 194,141 F-71 Table of Contents 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) 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 2015 Plan. RSUs # Forfeiture Date Vesting Date RSUs Forfeited # 3,600 Jan 3, 2025 Sep 28, 2025 3,600 2,666 Jan 3, 2025 Oct 4, 2025 2,666 3,600 Jan 3, 2025 Sep 28, 2026 3,600 1,800 Feb 5, 2025 Sep 28, 2025 1,800 1,800 Feb 5, 2025 Sep 28, 2026 1,800 8,100 Feb 28, 2025 Sep 28, 2025 8,100 12,000 Feb 28, 2025 Oct 4, 2025 12,000 8,100 Feb 28, 2025 Sep 28, 2026 8,100 34,000 Mar 15, 2025 Apr 4, 2025 34,000 5,175 Mar 15, 2025 Sep 28, 2025 5,175 6,000 Mar 15, 2025 Oct 4, 2025 6,000 5,175 Mar 15, 2025 Sep 28, 2026 5,175 1,000 Apr 1, 2025 May 23, 2025 1,000 1,000 Apr 1, 2025 May 23, 2026 1,000 1,000 Apr 1, 2025 May 23, 2027 1,000 7,875 Sep 13, 2025 Sep 28, 2025 7,875 7,875 Sep 13, 2025 Sep 28, 2026 7,875 9,000 Sep 13, 2025 Oct 4, 2025 9,000 4,228 Sep 13, 2025 Jan 15, 2026 4,228 2,000 Sep 30, 2025 Sep 11, 2026 2,000 450,000 Oct 4, 2025 N/A 450,000 575,994 575,994 F-72 Table of Contents 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) 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. RSUs # Forfeiture Date RSUs Forfeited # 24,000 Jan 16, 2024 24,000 12,000 Jan 16, 2024 12,000 2,000 Feb 9, 2024 2,000 1,775 Mar 25, 2024 1,775 2,098 Mar 25, 2024 2,098 5,333 May 17, 2024 5,333 2,000 May 17, 2024 2,000 10,000 May 17, 2024 10,000 28,000 May 31, 2024 28,000 6,666 Jul 12, 2024 6,666 13,000 Jul 12, 2024 13,000 5,666 Aug 4, 2024 5,666 10,000 Aug 4, 2024 10,000 25,000 Aug 4, 2024 25,000 5,667 Aug 4, 2024 5,667 486,525 Aug 15, 2024 486,525 16,000 Aug 30, 2024 16,000 12,150 Aug 30, 2024 12,150 9,333 Aug 30, 2024 9,333 25,200 Nov 22, 2024 25,200 13,666 Nov 22, 2024 13,666 2,333 Dec 11, 2024 2,333 4,950 Dec 11, 2024 4,950 3,150 Dec 20, 2024 3,150 1,666 Dec 20, 2024 1,666 13,500 Dec 20, 2024 13,500 7,666 Dec 20, 2024 7,666 26,666 Dec 20, 2024 26,666 776,010 776,010 F-73 Table of Contents 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) c) Restricted Stock Units (RSUs) (continued) Below is a table summarizing the RSUs issued and outstanding as of December 31, 2025 all of which were issued under the 2015 Plan, and of which the last to vest have a remaining contractual life of 1.85 years. Outstanding # Weighted Average Grant date Fair Value $ Weighted Average Remaining Contractual Life (Years) 10,000 0.601 1.25 266,666 0.602 1.35 12,500 0.605 0.18 62,684 0.630 0.54 450,000 0.675 1.30 106,694 0.695 0.07 282,825 0.700 0.74 74,666 0.743 0.89 9,333 0.971 0.65 4,666 1.320 0.53 8,665 1.580 0.45 6,666 1.720 0.24 1,295,365 Stock-based compensation expense related to RSUs of $ 1,636,137 and $1,263,304 was recorded in the years ended December 31, 2025, and December 31, 2024, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $ 266,901 . F-74 Table of Contents 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) c) Restricted Stock Units (RSUs) (continued) 2024 Plan Below is a table summarizing the RSUs issued and outstanding as of December 31, 2025, all of which were issued pursuant to the 2024 Plan. RSUs # Weighted Average Exercise Price $ Outstanding at December 31, 2023 - - Granted 500,000 0.271 Granted 500,000 0.144 Vested - - Forfeited - - Outstanding at December 31, 2024 1,000,000 0.207 Granted 3,547,678 0.582 Vested ( 225,000 ) 0.509 Forfeited ( 2,011,800 ) 0.570 Outstanding at December 31, 2025 2,310,878 0.615 RSUs Granted 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. Note RSUs # Grant Date Vesting Period First Vesting Date Second Vesting Date Third Vesting Date RSU Expense $ 2,868,000 Mar 17, 2025 12 Months Mar 17, 2026 Mar 17, 2027 Mar 17, 2028 1,635,047 154,678 Mar 1, 2025 12 Months Mar 1, 2026 N/A N/A 95,900 25,000 Feb 26, 2025 77 Days May 13, 2025 N/A N/A 14,626 200,000 May 5, 2025 9 Days May 13, 2025 N/A N/A 100,020 (i) 300,000 Jul 24, 2025 Up to 42 Months Variable Variable Variable 219,090 3,547,678 2,064,683 (i) These RSUs vest upon the share price closing above $5.00 per share for a minimum of thirty consecutive trading days within a period of three and a half years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. F-75 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) Note 8 - Stock-Based Compensation(continued) c) Restricted Stock Units (RSUs) (continued) RSUs Granted Below is a table summarizing the RSUs granted during the year ended December 31, 2024, all of which were issued pursuant to the 2024 Plan. These RSUs vest, subject to continued service and will result in the compensation expense stated in the table with the following details specified in notes (i) and (ii) described in detail below. Note RSUs # Grant Date Vesting Period First Vesting Date Second Vesting Date Third Vesting Date RSU Expense $ (i) 500,000 Nov 6, 2024 Up to 42 Months Variable Variable Variable 135,280 (ii) 500,000 Nov 6, 2024 Up to 42 Months Variable Variable Variable 72,124 1,000,000 207,404 (i) These RSUs vest upon the share price closing above $5.00 per share for a minimum of thirty consecutive trading days within a period of three and a half years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. (ii) These RSUs vest upon the share price closing above $2.50 per share for a minimum of thirty consecutive trading days within a period of three and a half years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. RSUs Vested Below is a table summarizing the RSUs vested during the year ended December 31, 2025, all of which were issued pursuant to the 2024 Plan. Equity Incentive Plan RSUs Vested (#) Shares Issued (#) Shares Withheld for Taxes (#) 2024 225,000 225,000 - 225,000 225,000 - During the year ended December 31, 2024, no RSUs issued pursuant to the 2024 Plan vested. F-76 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) No te 8 - Stock-Based Compensation (continued) 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. RSUs # Forfeiture Date Vesting Date RSUs Forfeited # 95,600 Jun 30, 2025 Mar 17, 2026 95,600 95,600 Jun 30, 2025 Mar 17, 2027 95,600 95,600 Jun 30, 2025 Mar 17, 2028 95,600 4,200 Sep 30, 2025 Mar 17, 2026 4,200 4,200 Sep 30, 2025 Mar 17, 2027 4,200 4,200 Sep 30, 2025 Mar 17, 2028 4,200 570,800 Dec 31, 2025 Mar 17, 2026 570,800 570,800 Dec 31, 2025 Mar 17, 2027 570,800 570,800 Dec 31, 2025 Mar 17, 2028 570,800 2,011,800 2,011,800 F-77 Table of Contents 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 2024 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) 856,200 0.5701 1.21 1,000,000 0.6182 1.81 154,678 0.6200 0.16 300,000 0.7300 3.07 2,310,878 Total remaining unrecognized compensation cost related to non-vested RSUs is $ 493,743 . F-78 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) Note 9 - Income Taxes 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 federal - - US State and local - - Foreign 19 - Total Current tax expense (benefit) 19 - Deferred tax expense (benefit) US federal - - US State and local - - Foreign - - 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 December 31, 2025 December 31, 2024 $ $ Excess of tax over book depreciation and amortization ( 64,173 ) ( 68,649 ) ROU Asset ( 23,759 ) ( 112,615 ) Lease Liability 26,970 119,084 Accrued expenses 5,990 7,842 Capitalized research expenses 2,823,107 3,285,031 Stock-based compensation 282,292 313,788 Net Operating Losses carry-forward 46,192,876 37,535,523 Research and development tax credits 557,809 824,069 Gross deferred tax assets 49,801,112 41,904,073 Valuation allowance ( 49,801,112 ) ( 41,904,073 ) Net deferred tax asset - - Change in Valuation Allowance ( 7,897,039 ) ( 4,788,721 ) F-79 Table of Contents 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 December 31, 2025 December 31, 2024 $ % $ % US federal statutory income tax rate ( 4,955 ) 21.0 ( 5,715 ) 21.0 Domestic federal Non taxable and non deductible items - Non deductible interest expense 411 ( 1.7 ) - - - Other 128 ( 0.5 ) 129 ( 0.5 ) Non taxable partnership loss 244 ( 1.0 ) 486 ( 1.8 ) Changes in Valuation Allowance 1764 ( 7.5 ) 2,397 ( 8.8 ) Domestic state and local income taxes, net of federal benefit - - - - Foreign tax effects Belgium -Statutory income tax rate differential ( 333 ) 1.4 ( 390 ) 1.4 -Tax credits 362 ( 1.5 ) 181 ( 0.7 ) - Changes in valuation allowance 1,689 ( 7.2 ) 2,130 ( 7.8 ) - Other 23 ( 0.1 ) 130 ( 0.5 ) United Kingdom - Changes in valuation allowance 861 ( 3.7 ) 806 ( 3.0 ) - Other ( 279 ) 1.2 ( 228 ) 1.0 Other foreign jurisdictions 103 ( 0.4 ) 74 ( 0.3 ) Total 18.0 - - - 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 December 31, 2025 Net Operating Losses - United States 60,771,072 Net Operating Losses - Foreign 138,188,888 Credit Carryforward - United States - Credit Carryforward - Foreign 557,809 Increase in Valuation Allowance 7,897,039 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. F-80 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) No te 10 - Commitments and Contingencies a) Finance Lease Obligations In 2016, the Company entered into a real estate capital lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million, maturing May 2031 , with implicit interest of 2.62 %. As of December 31, 2025, the balance payable was $ 372,236 . 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: 2026 $ 63,116 2027 $ 63,116 2028 $ 63,114 2029 $ 63,114 2030 $ 63,116 Greater than 5 years $ 86,768 Total $ 402,344 Less: Amount representing interest $ ( 30,108 ) Present value of minimum lease payments $ 372,236 b) Operating Lease Right-of-Use Liabilities Operating leases as of December 31, 2025, and December 31, 2024, consisted of the following: December 31, 2025 December 31, 2024 $ $ Operating right-of-use assets 495,749 599,816 Operating lease liabilities, current portion 250,336 221,755 Operating lease liabilities, long term 276,558 410,686 Total operating lease liabilities 526,894 632,441 Weighted average remaining lease (months) 39 48 Weighted average discount rate 4.28 % 3.70 % During the year ended December 31, 2025, cash paid for amounts included for the measurement of lease liabilities was $ 240,959 and the Company recorded operating lease expense of $ 217,554 . F-81 Table of Contents 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) b) Operating Lease Right-of-Use Liabilities (continued) The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of December 31, 2025. For the Year Ending December 31, 2025 Amount $ 2026 266,267 2027 184,598 2028 88,205 2029 14,050 Total 553,120 Less: imputed interest ( 26,226 ) Total Operating Lease Liabilities 526,894 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 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: For the Year Ending December 31, 2025 Amount $ 2026 7,892 Total Operating Lease Liabilities 7,892 c) Grants Repayable In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for € 1,048,020 . Per the terms of the agreement, € 314,406 of the grant is to be repaid by installments over the period from June 30, 2014 to June 30, 2023. The Company has recorded the balance of € 733,614 to other income in previous years as there is no obligation to repay this amount. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6% royalty on revenue, is twice the amount of funding received . As of December 31, 2025, the grant balance repayable was $ 29,336 . In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for € 605,000 . Per the terms of the agreement, € 181,500 of the grant is to be repaid by instalments over 12 years commencing in 2020. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received . As of December 31, 2025, the grant balance repayable was $ 95,359 . F-82 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) No te 10 – Commitments and Contingencies (continued) c) Grants Repayable (continued) In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for € 495,000 . Per the terms of the agreement, € 148,500 of the grant is to be repaid by installments over 10 years commencing in 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 2.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received . As of December 31, 2025, the grant balance repayable was $ 93,375 . In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for € 929,433 . Per the terms of the agreement, € 278,830 of the grant is to be repaid by instalments over 15 years commencing in 2022. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 4.34% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received . As of December 31, 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: For the Year Ending December 31, 2025 Amount $ 2026 117,093 2027 106,575 2028 115,691 2029 58,533 2030 58,603 Greater than 5 years 134,250 Total Grants Repayable 590,745 F-83 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) No te 10 – Commitments and Contingencies (continued) d) Long-Term Debt In 2016, the Company entered into a 15 -year loan agreement with ING for € 270,000 with a fixed interest rate of 2.62 %, maturing December 2031 . As of December 31, 2025, the principal balance payable was $ 149,006 . 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 . 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 . In 2022, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 1,000,000 with fixed interest rate of 6.00 %, maturing July 2026 . As of December 31, 2025, the amount that has been drawn down under this agreement was € 1,000,000 , representing a principal balance payable of $ 213,030 . In 2022, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 500,000 with fixed interest rate of 5.45 %, maturing December 2027 . As of December 31, 2025, the amount that has been drawn down under this agreement was € 500,000 , representing a principal balance payable of $ 309,294 . In 2023, the Company entered into a 4 -year loan agreement with Namur Invest for a maximum of € 400,000 with fixed interest rate of 7.00 %, maturing June 2027 . As of December 31, 2025, € 400,000 had been drawn down under this agreement and the principal balance payable was $ 282,155 . In 2023, the Company entered into a 5 -year loan agreement with Wallonie Entreprendre S.A. for a maximum of € 2.5 million with fixed interest rate of 7.68 %, maturing December 2028 . As of December 31, 2025, € 2,500,000 had been drawn down under this agreement and the principal balance payable was $ 2,933,586 . 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 . F-84 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) 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: For the Year Ending December 31, 2025 Amount $ 2026 1,602,982 2027 2,558,298 2028 3,492,656 2029 144,315 2030 144,315 Greater than 5 years 55,568 Total 7,998,134 Less: amount representing interest ( 1,289,209 ) Total Long-Term Debt 6,708,925 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. F-85 Table of Contents 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 May 15, 2025 Risk-free interest rate 3.42 % 3.89 % Expected volatility 88.35 % 99.99 % Simulate term (years) 1.29 1.92 Discount rate 42.28 % 42.95 % Estimated fair value of shares $ 0.26 $ 0.45 Expected dividend yield 0.00 % 0.00 % Total fair value $ 913,742 $ 1,042,471 Plus, various probability assumptions related to down round price adjustments. F-86 Table of Contents 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 Amount $ 2026 5,000,000 2027 1,666,666 Total Payments 6,666,666 Debt Carrying Value 5,000,000 Debt discount ( 2,581,725 ) Current portion of convertible note payable, net 2,418,275 Debt Carrying Value 1,666,666 Debt discount ( 228,266 ) Convertible note payable, net of current portion 1,438,400 F-87 Table of Contents 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: Total Amount Remaining 2026 $ $ National University of Taiwan 510,000 510,000 MD Anderson Cancer Center 245,319 245,319 Guys and St Thomas’ NHS Foundation Trust 130,957 130,957 Xenetic Biosciences 81,447 81,447 National University of Taiwan 160,900 160,900 Gustave Roussy 119,553 119,553 Total Collaborative Obligations 1,248,176 1,248,176 In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a 3 -year period for a cost to the Company of up to $ 2.55 million payable over such period. As of December 31, 2025, $ 510,000 is still to be paid by the Company under this agreement. In 2022, the Company entered into a sponsored research agreement with The University of Texas MD Anderson Cancer Center to evaluate the role of neutrophil extracellular traps (“NETs”) in cancer patients with sepsis for a cost to the Company of $ 449,406 . As of December 31, 2025, $ 245,319 is still to be paid by the Company under this agreement and as of December 31, 2025, $0 is due by the Company under this agreement. F-88 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) 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 . As of December 31, 2025, $ 130,957 is still to be paid by the Company under this agreement and as of December 31, 2025, $ 21,827 is due by the Company under this agreement. In July 2023, the Company entered into a research agreement with Xenetic Biosciences Inc and CLS Therapeutics Ltd to evaluate the anti-tumoral effects of Nu.Q ® CAR T cells for a cost to the Company of $ 107,589 . As of December 31, 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 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. 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 Volition Vet 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 In connection with the acquisition of the Company’s former subsidiary, Volition Germany GMBH, the Company entered into a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of five years post-closing. As of December 31, 2025, $229 is payable under the 6 % royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of $ 129,078 . h) Legal Proceedings There are no legal proceedings which the Company believes will have a material adverse effect on its financial position. F-89 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) 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 Vesting Amortized Amortized Amortized Amortized Award Year 2025 2024 2023 2022 Un-Amortized $ $ $ $ $ $ 527,939 2023 - - 393,852 134,087 - 516,040 2024 - 190,833 260,119 65,088 - 467,617 2025 71,829 171,518 177,584 46,686 - 1,511,596 71,829 362,351 831,555 245,861 - 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. Total Amortized Amortized Amortized Un-Amortized Award Vesting 2025 2024 2023 2025 $ Year $ $ $ 242,902 2024 - 148,132 94,770 - 218,081 2025 66,990 103,578 47,513 - 207,789 2026 58,062 69,116 31,703 48,908 668,772 125,052 320,826 173,986 48,908 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. F-90 Table of Contents 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 $ 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. Total Amortized Un-Amortized Cancelled Award Vesting 2025 2025 2025 $ Year $ $ $ 545,026 2026 128,920 33,786 382,320 545,015 2027 64,548 98,158 382,309 545,006 2028 43,013 119,694 382,299 1,635,047 236,481 251,638 1,146,928 F-91 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) Note 11 - Subsequent Events Equity Distribution Agreement 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 . RSUs RSUs Vesting 2015 Plan 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 1,921 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. 2024 Plan 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. RSUs Granted 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 . F-92 Table of Contents VOLITIONRX LIMITED Notes to Consolidated Financial Statements For Years Ended December 31, 2025 and 2024 ($ expressed in United States Dollars) 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; (c) on February 16, 2026, 1,956,178 shares of common stock to satisfy a $ 416,666 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 F-93 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.