Accessibility StatementSkip Navigation HENDERSON, Nev., Nov. 25, 2025 /PRNewswire/ -- VolitionRx Limited (NYSE AMERICAN: VNRX) ("Volition"), a multi-national epigenetics company, today announces the first sale of its Nu.Q® Cancer assays to one of Europe's leading cancer centers, the Hospices Civils de Lyon, in Lyon, France. "Nu.Q® Cancer represents a significant advancement in lung cancer patient management, offering clinicians an additional tool to enhance precision in treatment selection and monitoring." ...

Financial Data and Key Metrics Changes - Revenue for Q3 2025 grew 32% year-over-year, reaching $0.6 million [20] - Operating expenses decreased by 10% year-over-year, and net cash used in operating activities was down 33% compared to the prior year [20][21] - Net loss improved by 8% for the quarter and down 20% for the first three quarters compared to the prior year [20][21] Business Line Data and Key Metrics Changes - The company signed two significant agreements: one with Werfen for anti-phospholipid syndrome (APS) and another with Hologic for co-marketing the Nu.Q Discover service [4][8] - The Nu.Q NETs assay is being validated by Werfen for clinical utility in APS patients, with early results showing promise [5][6] - Hologic has already made its first sale of the Nu.Q Discover service, indicating strong initial traction [34] Market Data and Key Metrics Changes - The total addressable market (TAM) for APS is estimated at approximately $85 million annually, which is a strategic entry point for the company's NETs platform [8][27] - The combined TAM for cancer and sepsis diagnostics is approximately $25 billion annually, presenting substantial revenue opportunities [25] Company Strategy and Development Direction - The company aims to achieve cash neutrality by aligning income with expenditures through licensing agreements and milestone payments [21][24] - There is a focus on expanding the Nu.Q VET cancer test globally, with centralized lab automation being a key priority to accelerate revenue growth [22][23] - The company is actively pursuing additional licensing agreements in the human diagnostic space, mirroring its successful strategy in the veterinary market [24] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the partnerships with Werfen and Hologic, viewing them as transformative for future growth [34][36] - The company anticipates significant progress in clinical utility studies and expects to see more licensing deals in the near future [11][39] - Management acknowledged the challenges of the current market but emphasized the importance of delivering on commercialization plans [81][83] Other Important Information - The company is in discussions with around 10 leading diagnostic and liquid biopsy companies for potential partnerships [10] - The CAPTCHA-seq technology is expected to revolutionize liquid biopsy methods, with promising early results in cancer detection [12][16] Q&A Session Summary Question: Size of the anti-phospholipid syndrome market - The TAM for APS is estimated at $85-$90 million annually, which is a good starting point for the company's NETs platform [27][28] Question: Contribution of the Werfen partnership to Q3 revenue - The Werfen partnership has not yet contributed to revenue as they are still validating the assay on clinical samples [32] Question: Expectations for additional partnerships in 2026 - Management expects to close several additional partnerships in 2026, although the timing is uncertain [37][39] Question: Breakdown of product revenues - Product revenues are still lumpy, with significant contributions from both the Nu.Q VET tests and the Discover kits [45] Question: Conditions for milestone payments related to feline cancer testing - Milestone payments are contingent upon the publication of a paper, which is currently in progress [66][72]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36833 VOLITIONRX LIMITED (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organiza ...

Accessibility StatementSkip Navigation Conference call to discuss financial and operational results scheduled for Friday, November 14 at 8:30 a.m. U.S. Eastern Time HENDERSON, Nevada, Nov. 13, 2025 /PRNewswire/ -- VolitionRx Limited (NYSE AMERICAN: VNRX) ("Volition"), a multi-national epigenetics company, today announces financial results and a business update for the third quarter ended September 30, 2025. Volition management will host a conference call tomorrow, November 14 at 8:30 a.m. U.S. Eastern Time ...

Core Points - VolitionRx Limited will host a conference call on November 14, 2025, at 8:30 a.m. U.S. Eastern Time to discuss its third-quarter financial and operating results and provide a business update [1][2] - The call will be hosted by key executives including the Group Chief Marketing & Communications Officer, the President and Group CEO, the Group CFO, and the Chief Scientific Officer [2] - A live audio webcast of the conference call will be available, and a telephone replay will be accessible until November 28, 2025 [3] Company Overview - Volition is a multi-national company focused on advancing the science of epigenetics, aiming to save lives and improve outcomes for individuals and animals with life-altering diseases through earlier detection and monitoring [4] - The company is developing and commercializing cost-effective blood tests for the detection and monitoring of various diseases, including certain cancers and conditions associated with NETosis, such as sepsis [5] - Volition's research and development activities are primarily based in Belgium, with additional facilities in the U.S. and London [6]

Core Points - VolitionRx Limited and its subsidiary donated the Nu.Q® Vet Cancer Test to support crisis response dogs at the HOPE AACR Annual Conference, emphasizing their commitment to corporate social responsibility [1][3][4] - The Nu.Q® Vet Cancer Test is designed for preventive check-ups in older dogs and high-risk breeds, aiming to improve early cancer detection and enhance the quality of life for both dogs and their owners [2][9] - The test is non-invasive, cost-effective, and has been sold in over 20 countries, with more than 100,000 tests sold in 2024 [9][10] Company Overview - Volition is a multinational epigenetics company focused on advancing the science of epigenetics to improve outcomes for people and animals through early disease detection [10][11] - The company is developing and commercializing blood tests for diagnosing and monitoring various diseases, including cancers and conditions associated with NETosis [11][12] - Volition's research and development activities are based in Belgium, with additional offices in the U.S. and London [12]

[DEFINITIONS](index=1&type=section&id=ARTICLE%20I) This article defines key legal, financial, and operational terms for clarity in the Underwriting Agreement [Definitions](index=1&type=section&id=1.1%20Definitions) This section defines key terms, entities, dates, and financial/legal concepts for the public offering - The 'Company' refers to VolitionRx Limited and its subsidiaries and affiliates, while the 'Underwriter' or 'Newbridge' refers to Newbridge Securities Corporation[1](index=1&type=chunk) - The 'Public Securities' collectively include the 'Closing Securities' and, if applicable, the 'Option Securities'[36](index=36&type=chunk) - The 'Closing Date' is the Trading Day when all conditions precedent for the purchase and sale of Closing Securities are satisfied or waived, but no later than 10:00 a.m. (New York City time) on the second Trading Day following the agreement date[9](index=9&type=chunk) - The 'Warrants' are redeemable warrants to purchase one share of Common Stock, exercisable for five years from the Closing Date at a price of **$0.60**[48](index=48&type=chunk) [PURCHASE AND SALE](index=5&type=section&id=ARTICLE%20II) This article details the purchase and sale of common stock and warrants, including initial closing, over-allotment, and underwriter's warrants [Closing](index=5&type=section&id=2.1%20Closing) This section outlines the Company's agreement to sell and the Underwriter's agreement to purchase Closing Securities (Common Stock and Warrants) at a specified combined unit price on the Closing Date Closing Securities Purchase Details | Security Type | Quantity | | :------------ | :------- | | Common Stock | 11,550,000 shares | | Warrants | 11,550,000 warrants | | Total Closing Purchase Price | $5,585,580.00 | | Combined Purchase Price (Share + Warrant) | $0.4836 | | Allocated Value per Warrant | $0.0093 | [Over-Allotment Option](index=5&type=section&id=2.2%20Over-Allotment%20Option) Grants the Underwriter an option to purchase up to an additional 1,732,500 shares of Common Stock and 1,732,500 accompanying Warrants (Option Securities) at the same Securities Purchase Price, exercisable within 30 days of the Execution Date Over-Allotment Option Details | Security Type | Quantity | | :------------ | :------- | | Option Shares | Up to 1,732,500 shares | | Option Warrants | Up to 1,732,500 warrants | | Exercise Period | Within 30 days after Execution Date | [Underwriter's Securities](index=6&type=section&id=2.3%20Underwriter's%20Securities) Stipulates the issuance of Underwriter's Warrants to the Underwriter (or its designees) for up to 808,500 shares of Common Stock (7.0% of Closing/Option Shares). These warrants are exercisable 180 days from the Closing Date for five years at $0.63 per share, subject to FINRA lock-up restrictions Underwriter's Warrants Details | Feature | Detail | | :------ | :----- | | Shares | Up to 808,500 Common Stock (7.0% of Closing/Option Shares) | | Exercisability | Commencing 180 days from Closing Date | | Expiration | Five-year anniversary of Closing Date | | Initial Exercise Price | $0.63 per share | | Lock-up Restriction | 180 days from commencement of sales of Closing Securities (FINRA Rule 5110) | [Deliveries](index=6&type=section&id=2.4%20Deliveries) Specifies the documents and securities the Company must deliver to the Underwriter on the Closing Date and any Option Closing Date, including the Closing/Option Securities, legal opinions, comfort letters, officer's and secretary's certificates, and lock-up agreements - The Company is required to deliver Closing Securities and, if applicable, Option Securities via The Depository Trust Company Deposit or Withdrawal at Custodian system[56](index=56&type=chunk) - Legal opinions from Company Counsel, cold comfort letters from the Company Auditor, and duly executed Officer's, Secretary's, and Chief Financial Officer's Certificates are mandatory deliveries[57](index=57&type=chunk)[58](index=58&type=chunk) - Underwriter's Warrants must be delivered within **five Business Days** of the Closing Date, and Lock-Up Agreements contemporaneously with the main agreement[57](index=57&type=chunk)[58](index=58&type=chunk) [Closing Conditions](index=7&type=section&id=2.5%20Closing%20Conditions) Details the conditions that must be met for the Underwriter's obligations at closing, including the accuracy of Company representations and warranties, performance of obligations, delivery of specified items, effectiveness of the Registration Statement, FINRA clearance, and listing approval for the shares on the Trading Market - All representations and warranties of the Company must be accurate in all material respects, and all Company obligations, covenants, and agreements must be performed[59](index=59&type=chunk) - The Registration Statement must be effective, with no stop orders issued or pending, and FINRA clearance for Underwriter compensation must be received if required[59](index=59&type=chunk) - The Closing Shares and Option Shares, along with the Common Stock underlying the warrants, must be approved for listing on the Trading Market[60](index=60&type=chunk) - There must be no material adverse change in the Company's condition or prospects, and no material litigation or proceedings pending or threatened[60](index=60&type=chunk) [REPRESENTATIONS AND WARRANTIES](index=7&type=section&id=ARTICLE%20III) This article contains detailed representations and warranties by the Company to the Underwriter, covering business, legal standing, financial condition, and regulatory compliance [Representations and Warranties of the Company](index=7&type=section&id=3.1%20Representations%20and%20Warranties%20of%20the%20Company) The Company makes extensive representations and warranties to the Underwriter as of the Execution Date, Closing Date, and any Option Closing Date, covering its subsidiaries, organization, authorization, absence of conflicts, required filings, registration statement, issuance of securities, capitalization, SEC reports, material changes, litigation, labor relations, compliance, regulatory permits, title to assets, intellectual property, insurance, affiliate transactions, internal controls, certain fees, investment company status, registration rights, listing requirements, takeover protections, disclosure, integrated offering, solvency, stock option plans, tax status, foreign corrupt practices, accountants, FDA compliance, OFAC, U.S. real property holding corporation status, Bank Holding Company Act, money laundering, D&O questionnaires, FINRA affiliation, officer's certificates, Board of Directors composition, cybersecurity, and environmental laws [Subsidiaries](index=8&type=section&id=(a)%20Subsidiaries) The Company represents that all its subsidiaries are duly listed in SEC reports, and it owns their capital stock free of liens - All direct and indirect Subsidiaries of the Company are set forth in the SEC Reports[63](index=63&type=chunk) - The Company owns all capital stock or other equity interests of each Subsidiary free and clear of any Liens[63](index=63&type=chunk) - All issued and outstanding shares of capital stock of each Subsidiary are validly issued, fully paid, non-assessable, and free of preemptive and similar rights[63](index=63&type=chunk) [Organization and Qualification](index=8&type=section&id=(b)%20Organization%20and%20Qualification) The Company and its subsidiaries are duly organized, validly existing, in good standing, and possess the necessary authority to conduct business, without violating organizational documents - The Company and each Subsidiary are duly incorporated or organized, validly existing, and in good standing under applicable laws[64](index=64&type=chunk) - They possess the requisite power and authority to own assets and conduct business as currently conducted[64](index=64&type=chunk) - Neither the Company nor any Subsidiary is in violation or default of its organizational documents, and each is duly qualified in necessary jurisdictions, except where failure would not result in a Material Adverse Effect[64](index=64&type=chunk) [Authorization; Enforcement](index=8&type=section&id=(c)%20Authorization%3B%20Enforcement) The Company has the corporate power and authority to enter into and consummate the transactions, which have been duly authorized and constitute valid, binding, and enforceable obligations - The Company has the requisite corporate power and authority to enter into and consummate the transactions contemplated by the Agreement and other Transaction Documents[65](index=65&type=chunk) - The execution and delivery of these documents have been duly authorized by all necessary Company action, requiring no further action from the Board or stockholders other than Required Approvals[65](index=65&type=chunk) - The Agreement and Transaction Documents constitute valid and binding obligations of the Company, enforceable in accordance with their terms (subject to general equitable principles and bankruptcy laws)[65](index=65&type=chunk) [No Conflicts](index=8&type=section&id=(d)%20No%20Conflicts) The execution and performance of the Transaction Documents and the issuance of Public Securities will not conflict with organizational documents, create liens, or violate laws, unless such conflicts are not material - The execution, delivery, and performance of the Transaction Documents and the issuance/sale of Public Securities will not conflict with organizational documents, create Liens, or violate any laws or regulations, except where such conflicts would not result in a Material Adverse Effect[66](index=66&type=chunk) [Filings, Consents and Approvals](index=8&type=section&id=(e)%20Filings%2C%20Consents%20and%20Approvals) The Company is not required to obtain any governmental or third-party consents or make filings, other than those related to SEC registration, Trading Market listing, and state securities laws - The Company is not required to obtain any governmental or third-party consents, waivers, authorizations, or orders, nor make any filings or registrations, other than: (i) filing the Preliminary Prospectus and Prospectus with the Commission, (ii) applying to the Trading Market for listing, and (iii) making required state securities law filings[67](index=67&type=chunk) [Registration Statement](index=9&type=section&id=(f)%20Registration%20Statement) The Company's Registration Statement (Form S-3, effective April 18, 2025) for Public Securities is effective, with no stop orders, and neither party will use unapproved free writing prospectuses - The Company filed the Registration Statement (Form S-3, effective **April 18, 2025**) for

Core Viewpoint - VolitionRx Limited has announced a public offering of 11,550,000 shares of common stock and warrants, aiming to raise approximately $6.0 million in gross proceeds before expenses [1][3]. Offering Details - The public offering price is set at $0.52 per share, with each warrant priced at $0.01, and an exercise price of $0.60 per share [1]. - The underwriter has a 30-day option to purchase an additional 1,732,500 shares and warrants to cover overallotments [2]. - If the warrants are fully exercised, the additional gross proceeds could reach approximately $6.9 million [3]. Use of Proceeds - The net proceeds from the offering will be utilized for research, product development, clinical studies, commercialization, working capital, and potential strategic acquisitions [4]. Company Overview - Volition is a multinational company focused on advancing epigenetics, aiming to improve early detection and monitoring of diseases [8]. - The company is developing cost-effective blood tests for various diseases, including certain cancers and conditions associated with NETosis [9]. - Research and development activities are primarily based in Belgium, with additional offices in the U.S. and London [10].

Company Performance - Apogee Enterprises Inc. reported better-than-expected second-quarter financial results, with shares gaining 1.4% to $42.00 in after-hours trading [2] - Levi Strauss & Co. reported third-quarter earnings of 34 cents per share, exceeding the analyst consensus estimate of 31 cents per share, and quarterly sales of $1.543 billion, surpassing the estimate of $1.501 billion; however, shares fell 7.7% to $22.65 in after-hours trading [2] - VolitionRX Ltd. announced a public offering of common stock and common stock warrants, leading to a 20% dip in shares to $0.48 in after-hours trading [2] - USANA Health Sciences Inc. reported preliminary third-quarter results with an adjusted loss of 15 cents per share and sales of $214.00 million, resulting in an 11.4% decline in shares to $23.26 in after-hours trading [2] - Nurix Therapeutics Inc. reported worse-than-expected third-quarter financial results, causing shares to fall 5.7% to $10.24 in after-hours trading [2]

Core Viewpoint - VolitionRx Limited is proposing an underwritten public offering of its common stock and accompanying purchase warrants, with a potential additional 15% option for the underwriter [1][2]. Group 1: Offering Details - The offering will be made under a "shelf" registration statement previously filed with the SEC, and the final terms will depend on market conditions [3]. - Newbridge Securities Corporation is acting as the sole book-running manager for the offering [2]. Group 2: Use of Proceeds - The net proceeds from the offering are intended for research, product development, clinical studies, commercialization, working capital, and potential strategic acquisitions [2]. Group 3: Company Overview - Volition is a multinational company focused on advancing epigenetics to improve early detection and monitoring of diseases, including cancers and conditions associated with NETosis [5][6]. - The company's research and development activities are primarily based in Belgium, with additional offices in the U.S. and London [7].