UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 2, 2024

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On July 2, 2024, VolitionRx Limited (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of VolitionRx Limited (the “Company”) approved and adopted the Company’s 2024 Stock Incentive Plan (the “Plan”) which authorizes up to seven million five hundred thousand (7,500,000) shares of common stock for issuance pursuant to awards granted under the Plan. The Plan had previously been approved by the Board of Directors of the Company on April 24, 2024, subject to the approval of the Company’s stockholders. The Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company’s stockholders approved a Certificate of Amendment (the “Amendment”) of the Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”), providing for an increase in authorized shares from one hundred million (100,000,000) to one hundred seventy-five million (175,000,000) shares, consisting of one hundred seventy-five million (175,000,000) shares of common stock, par value $0.001 per share. The Amendment had previously been approved by the Board of Directors on April 24, 2024, subject to the approval of the Company’s Stockholders. The Amendment became effective upon its filing with the Secretary of State of the State of Delaware on July 2, 2024.

The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held at 1:00 p.m. British Summer Time on July 2, 2024 at 93-95 Gloucester Place, London, W1U 6JQ, United Kingdom, the Company’s stockholders voted on five proposals. The Company had 82,824,476 shares of common stock outstanding on May 8, 2024, the record date for the Annual Meeting, of which 49,022,029 shares of common stock were present in person or represented by proxy at the Annual Meeting.

The following sets forth the final voting results of the five proposals voted upon by the Company’s stockholders at the Annual Meeting. These matters are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 13, 2024 (the “Proxy Statement”).

Proposal 1: The stockholders elected six members to the Board of Directors to hold office until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. The voting results are as follows:

Proposal 2: The stockholders ratified the selection of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The voting results are as follows:

Proposal 3: The stockholders approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers as described in the Proxy Statement. The voting results are as follows:

Proposal 4: The stockholders approved the Amendment of the Restated Certificate. The voting results are as follows:

Proposal 5: The Company’s stockholders approved the 2024 Stock Incentive Plan. The voting results are as follows:

No other matters were presented for consideration or stockholder action at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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