Volition(VNRX) - 2025 Q3 - Quarterly Results

DEFINITIONS This article defines key legal, financial, and operational terms for clarity in the Underwriting Agreement Definitions 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] - The 'Public Securities' collectively include the 'Closing Securities' and, if applicable, the 'Option Securities'[36] - 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] - 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] PURCHASE AND SALE This article details the purchase and sale of common stock and warrants, including initial closing, over-allotment, and underwriter's warrants Closing 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 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 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 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] - 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][58] - Underwriter's Warrants must be delivered within five Business Days of the Closing Date, and Lock-Up Agreements contemporaneously with the main agreement[57][58] Closing Conditions 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] - 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] - The Closing Shares and Option Shares, along with the Common Stock underlying the warrants, must be approved for listing on the Trading Market[60] - There must be no material adverse change in the Company's condition or prospects, and no material litigation or proceedings pending or threatened[60] REPRESENTATIONS AND WARRANTIES 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 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 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] - The Company owns all capital stock or other equity interests of each Subsidiary free and clear of any Liens[63] - 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] Organization and Qualification 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] - They possess the requisite power and authority to own assets and conduct business as currently conducted[64] - 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] Authorization; Enforcement 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] - 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] - 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] No Conflicts 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] Filings, Consents and Approvals 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] Registration Statement 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