August 14, 2024 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

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 June 30, 2024

☐ 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)

Delaware		91-1949078
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1489 West Warm Springs Road, Suite 110 Henderson, Nevada		89014
(Address of principal executive offices)		(Zip Code)

+1 (646) 650–1351

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	VNRX	NYSE American, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of August 13, 2024, there were 92,101,479 shares of the registrant’s $0.001 par value common stock issued and outstanding.

VOLITIONRX LIMITED

QUARTERLY REPORT ON FORM 10-Q

FOR THE SIX MONTHS ENDED JUNE 30, 2024

TABLE OF CONTENTS

		PAGE
PART I	FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS (UNAUDITED)	4

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36

Item 4.	CONTROLS AND PROCEDURES	36

PART II	OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	38

Item 1A.	RISK FACTORS	38

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	38

Item 3.	DEFAULTS UPON SENIOR SECURITIES	38

Item 4.	MINE SAFETY DISCLOSURES	38

Item 5.	OTHER INFORMATION	38

Item 6.	EXHIBITS	39

SIGNATURES		40

Table of Contents

Use of Terms

Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q to the “Company,” “VolitionRx,” “Volition,” “we,” “us,” and “our” are references to VolitionRx Limited and its wholly owned subsidiaries, Volition Global Services SRL, Singapore Volition Pte. Limited, Belgian Volition SRL, Volition Diagnostics UK Limited, Volition America, Inc., and its majority-owned subsidiary, Volition Veterinary Diagnostics Development LLC. Additionally, unless otherwise specified, all references to “$” refer to the legal currency of the United States of America.

Nucleosomics^TM,, Capture-PCR^TM. Nu.Q^® and their respective logos are trademarks and/or service marks of VolitionRx and its subsidiaries. All other trademarks, service marks and trade names referred to herein are the property of their respective owners.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, or this Report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which statements are subject to considerable risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report or incorporated by reference into this Report are forward-looking statements. These statements include, among other things, statements regarding predictions of earnings, revenues, expenses or other financial items; plans or expectations with respect to our development activities or business strategy; clinical studies and results; industry trends; anticipated demand for our products, or the products of our competitors; manufacturing forecasts, and the potential impact of our relationship with contract manufacturers and original equipment manufacturers on our business; the commercialization of our products and the relationships and anticipated outcome of our engagements with our licensors; the future cost and potential benefits of our research and development efforts; forecasts of our liquidity position or available cash resources; our anticipated use of our cash reserves; the impact of pending litigation; and statements relating to the assumptions underlying any of the foregoing. Throughout this Report, we have attempted to identify forward-looking statements by using words such as “may,” “believe,” “will,” “could,” “project,” “anticipate,” “expect,” “estimate,” “should,” “continue,” “potential,” “plan,” “forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words or expressions or the negative thereof (although not all forward-looking statements contain these words).

We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance, to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this Report.

Some significant factors that may impact our estimates and forward-looking statements include, but are not limited to:

·	Our inability to generate any significant revenues or achieve profitability;
·	Our need to raise additional capital in the future;
·	Our expansion of our product development and sales and marketing capabilities could give rise to difficulties in managing our growth;
·	Our dependence on third-party distributors;
·	Our limited experience with sales and marketing;
·	The possibility that we may not be able to continue to operate, as indicated by the “going concern” opinion from our auditors;
·	Our ability to successfully develop, manufacture, market, and sell our future products;
·	Our ability to timely obtain necessary regulatory clearances or approvals to distribute and market our future products;
·	The acceptance by the marketplace of our future products;
·	The highly competitive and rapidly changing nature of the diagnostics market;
·	Protection of our patents, intellectual property and trade secrets;
·	Our reliance on third parties to manufacture and supply our intended products, and such manufacturers’ dependence on third-party suppliers;
·	Pressures related to macroeconomic and geopolitical conditions;
·	The material weaknesses in our internal control over financial reporting that we have identified; and
·	Other risks identified elsewhere in this Report, as well as in our other filings with the Securities and Exchange Commission or (the “SEC”).

In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. For these reasons, readers are cautioned not to place undue reliance on any forward-looking statements. Our actual financial condition and results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” within this Report, as well as in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 25, 2024, or our Annual Report, in the documents that we file as exhibits to this Report and the documents that we incorporate by reference into this Report, with the understanding that our future results may be materially different from what we currently expect. The forward-looking statements we make speak only as of the date on which they are made. Except as required by law or the listing rules of the NYSE American Market, we expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof. If we do update or correct any forward-looking statements, readers should not conclude that we will make additional updates or corrections. We qualify all of our forward-looking statements with these cautionary statements.

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

	Page

Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Operations and Comprehensive Loss	6
Condensed Consolidated Statements of Stockholders’ Deficit	7
Condensed Consolidated Statements of Cash Flows	9
Notes to the Condensed Consolidated Financial Statements	10

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VOLITIONRX LIMITED

Condensed Consolidated Balance Sheets

(Expressed in United States Dollars, except share numbers)

	June 30,			December 31,
	2024			2023
	$			$
ASSETS	(UNAUDITED)
Current Assets
Cash and cash equivalents		5,998,928			20,729,983
Accounts receivable		166,262			242,617
Prepaid expenses		828,965			521,370
Other current assets		350,927			360,125
Total Current Assets		7,345,082			21,854,095

Property and equipment, net		4,878,417			5,523,013
Operating lease right-of-use assets		512,317			549,504
Intangible assets, net		332,221			23,886
Total Assets		13,068,037			27,950,498

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable		3,348,322			3,211,287
Accrued liabilities		3,227,595			3,928,761
Deferred revenue		22,938,400			23,000,000
Management and directors’ fees payable		25,073			59,625
Current portion of long-term debt		1,043,142			1,207,007
Current portion of finance lease liabilities		47,718			48,570
Current portion of operating lease liabilities		190,099			199,323
Current portion of grant repayable		54,168			55,855
Warrant liability		101,097			126,649
Total Current Liabilities		30,975,614			31,837,077

Long-term debt, net of current portion		3,865,357			3,624,860
Finance lease liabilities, net of current portion		363,927			400,022
Operating lease liabilities, net of current portion		350,810			378,054
Grant repayable, net of current portion		409,940			422,707
Total Long-Term Liabilities		4,990,034			4,825,643
Total Liabilities		35,965,648			36,662,720

Stockholders' Deficit
Common Stock
Authorized: 100,000,000 shares of common stock, at $0.001 par value per share
Issued and outstanding: 82,928,314 shares and 81,898,321 shares, respectively		82,928			81,898
Additional paid-in capital		195,755,863			194,448,414
Accumulated other comprehensive income		282,252			243,940
Accumulated deficit		(217,929,441	)		(202,576,507	)
Total VolitionRx Limited Stockholders' Deficit		(21,808,398	)		(7,802,255	)
Non-controlling interest		(1,089,213	)		(909,967	)
Total Stockholders’ Deficit		(22,897,611	)		(8,712,222	)

Total Liabilities and Stockholders’ Deficit		13,068,037			27,950,498

(The accompanying notes are an integral part of these condensed consolidated financial statements)

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VOLITIONRX LIMITED

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(Expressed in United States Dollars, except share numbers)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	$		$		$		$
Revenues
Services		116,090		50,163		155,866		55,519
Product		279,707		166,147		411,466		310,599
Total Revenues		395,797		216,310		567,332		366,118

Operating Expenses
Research and development		3,715,797		5,451,287		8,345,324		10,356,965
General and administrative		2,284,041		2,644,957		4,537,784		5,226,660
Sales and marketing		1,386,378		1,669,102		3,059,147		3,376,559
Total Operating Expenses		7,386,216		9,765,346		15,942,255		18,960,184
Operating Loss		(6,990,419)		(9,549,036)		(15,374,923)		(18,594,066)

Other Income (Expenses)
Grant income		-		-		-		165,795
Loss on disposal of fixed assets		(33,498)		-		(33,498)		-
Interest income		450		27,109		9,104		84,757
Interest expense		(81,182)		(58,321)		(158,415)		(109,643)
Gain on change in fair value of warrant liability		44,474		28,971		25,552		28,971
Total Other Income (Expenses)		(69,756)		(2,241)		(157,257)		169,880
Net Loss		(7,060,175)		(9,551,277)		(15,532,180)		(18,424,186)
Net Loss Attributable to Non-Controlling Interest		74,629		80,298		179,246		173,659
Net Loss Attributable to VolitionRx Limited Stockholders		(6,985,546)		(9,470,979)		(15,352,934)		(18,250,527)

Other Comprehensive Income (Loss)
Foreign currency translation adjustments		23,286		37,712		38,312		(18,766)
Net Comprehensive Loss		(7,036,889)		(9,513,565)		(15,493,868)		(18,442,952)

Net Loss Per Share – Basic and Diluted Attributable to VolitionRx Limited		(0.08)		(0.14)		(0.19)		(0.29	)

Weighted Average Shares Outstanding
– Basic and Diluted		82,669,335		66,884,368		82,312,161		63,613,224

(The accompanying notes are an integral part of these condensed consolidated financial statements)

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VOLITIONRX LIMITED

Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited)

(Expressed in United States Dollars, except share numbers)

For the Six Months Ended June 30, 2024 and June 30, 2023


								Accumulated
	Common Stock				Additional Paid-in			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 cash, net of issuance costs		13,350		13		15,721			-		-			-			15,734
Common stock issued for settlement of RSUs		68,169		69		(69	)		-		-			-			-
Common stock issued in lieu of license fee		129,132		129		125,129			-		-			-			125,258
Stock-based compensation		-		-		411,220			-		-			-			411,220
Tax withholdings paid related to stock-based compensation		-		-		(3,062	)		-		-			-			(3,062	)
Foreign currency translation		-		-		-			15,026		-			-			15,026
Net loss for the period		-		-		-			-		(8,367,388	)		(104,617	)		(8,472,005	)
Balance, March 31, 2024		82,108,972		82,109		194,997,353			258,966		(210,943,895	)		(1,014,584	)		(16,620,051	)

Common stock issued for cash, net of issuance costs		734,155		734		588,754			-		-			-			589,488
Common stock issued for settlement of RSUs		85,187		85		(85	)		-		-			-			-
Stock-based compensation		-		-		208,046			-		-			-			208,046
Tax withholdings paid related to stock-based compensation		-		-		(38,205	)		-		-			-			(38,205	)
Foreign currency translation		-		-		-			23,286		-			-			23,286
Net loss for the period		-		-		-			-		(6,985,546	)		(74,629	)		(7,060,175	)
Balance, June 30, 2024		82,928,314		82,928		195,755,863			282,252		(217,929,441	)		(1,089,213	)		(22,897,611	)

(The accompanying notes are an integral part of these condensed consolidated financial statements)

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VOLITIONRX LIMITED

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(Expressed in United States Dollars, except share numbers)

										Accumulated
							Additional			Other						Non -
	Common Stock						Paid-in			Comprehensive			Accumulated			Controlling
	Shares			Amount			Capital			Income (Loss)			Deficit			Interest			Total
	#			$			$			$			$			$			$
Balance, December 31, 2022		57,873,379			57,873			164,397,468			227,097			(167,257,429	)		(551,971	)		(3,126,962	)
Common stock issued for cash, net of issuance costs		5,225,703			5,225			8,422,430			-			-			-			8,427,655
Common stock issued for settlement of RSUs		26,978			27			(27	)		-			-			-			-
Stock-based compensation		-			-			693,657			-			-			-			693,657
Tax withholdings paid related to stock-based compensation		-			-			(14,336	)		-			-			-			(14,336	)
Common stock repurchased		(13,294	)		(13	)		(31,759	)		-			-			-			(31,772	)
Foreign currency translation		-			-			-			(56,478	)		-			-			(56,478	)
Net loss for the period		-			-			-			-			(8,779,348	)		(93,561	)		(8,872,909	)
Balance, March 31, 2023		63,112,766			63,112			173,467,433			170,619			(176,036,777	)		(645,532	)		(2,981,145	)

Common stock issued for cash, net of issuance costs		14,950,000			14,950			17,071,656			-			-			-			17,086,606
Common stock issued for settlement of RSUs		74,598			75			(75	)		-			-			-			-
Stock-based compensation		-			-			592,174			-			-			-			592,174
Tax withholdings paid related to stock-based compensation		-			-			(65,895	)		-			-			-			(65,895	)
Foreign currency translation		-			-			-			37,712			-			-			37,712
Net loss for the period		-			-			-			-			(9,470,979	)		(80,298	)		(9,551,277	)
Balance, June 30, 2023		78,137,364			78,137			191,065,293			208,331			(185,507,756	)		(725,830	)		5,118,175

(The accompanying notes are an integral part of these condensed consolidated financial statements)

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VOLITIONRX LIMITED

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Expressed in United States Dollars)

	Six Months Ended June 30,
	2024			2023
	$			$
Operating Activities
Net loss		(15,532,180	)		(18,424,186	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		532,504			560,313
Amortization of operating lease right-of-use assets		113,034			127,210
Loss on disposal of fixed assets		33,498			-
Stock-based compensation		619,266			1,285,831
Gain on change in fair value of warrant liability		(25,552	)		(28,971	)
Changes in operating assets and liabilities:
Prepaid expenses		(307,595	)		(166,351	)
Accounts receivable		76,357			(196,487	)
Other current assets		9,198			(95,073	)
Deferred revenue, current and non-current		(61,600	)		-
Accounts payable and accrued liabilities		(384,567	)		961,764
Management and directors’ fees payable		(34,552	)		9,019
Right-of-use assets operating leases liabilities		(112,199	)		(125,393	)
Net Cash Used In Operating Activities		(15,074,388	)		(16,092,324	)
Investing Activities
Purchases of property and equipment		(68,161	)		(501,986	)
Purchase of License		(171,095	)		-
Net Cash Used In Investing Activities		(239,256	)		(501,986	)
Financing Activities
Net proceeds from issuances of common stock		605,222			25,881,221
Tax withholdings paid related to stock-based compensation		(41,267	)		(80,231	)
Common stock repurchased		-			(31,772	)
Proceeds from long-term debt		754,457			216,908
Payments on long-term debt		(530,732	)		(475,965	)
Payments on finance lease obligations		(23,643	)		(23,188	)
Net Cash Provided By Financing Activities		764,037			25,486,973
Effect of foreign exchange on cash		(181,448	)		(16,439	)
Net change in cash and cash equivalents		(14,731,055	)		8,876,224
Cash and cash equivalents – beginning of the period		20,729,983			10,867,050
Cash and cash equivalents – End of Period		5,998,928			19,743,274

Supplemental Disclosures of Cash Flow Information
Interest paid		158,415			109,643
Non-Cash Financing Activities
Common stock issued upon cashless exercises of stock options and settlement of vested RSUs		282			102
Offering costs from issuance of common stock		-			239,772
Fair value of warrants issued in connection with public offering		-			366,960
Common stock issued for License rights		125,258			-
Non-cash note payable		294,603			356,258

(The accompanying notes are an integral part of these condensed consolidated financial statements)

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of VolitionRx Limited (the “Company” or “VolitionRx”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2023 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 25, 2024 (the “Annual Report”). The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Annual Report. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Reclassifications

Certain reclassifications within operating expenses have been made to the prior period’s financial statements to conform to the current period financial statement presentation. There is no impact in total to the results of operations and cash flows in all periods presented.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied retrospectively. The Company is currently evaluating the impact this standard will have on its condensed 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, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued)

Fair Value Measurements

Pursuant to ASC 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 financial instruments of the Company consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt, and a warrant liability. These items are considered Level 1 due to their short-term nature and their market interest rates, except for the warrant liability, which is considered Level 2 and is recorded at fair value at the end of each reporting period.

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 June 30, 2024.

Fair Value Measurements at June 30, 2024

Description

Level 1

Level 2

Level 3

Total

Liabilities

Warrant liability

101,097

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued)

As of December 31, 2023, the warrant liability was $126,649. The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis for the six months ended June 30, 2024, as follows:

Warrant Liability
	Total
	$
Balance at December 31, 2023		126,649
Gain on change in fair value of warrant liability		(25,552	)
Balance at June 30, 2024		101,097

Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, “Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations and comprehensive loss. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of June 30, 2024, 9,297,073 potential common shares equivalents from warrants, options, and restricted stock units (“RSUs”) were excluded from the diluted EPS calculations as their effect is anti-dilutive.

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 2 – Liquidity and Going Concern Assessment

The Company's condensed consolidated financial statements are prepared using GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. 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 financial statements are issued, which is referred to as the “look-forward period,” as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management considered various scenarios, forecasts, projections, estimates and made 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.

For the six months ended June 30, 2024, the Company incurred a net loss of $15.5 million and used cash flows in operating activities of $15.1 million. As of June 30, 2024, the Company had cash and cash equivalents of $6.0 million and an accumulated deficit of $217.9 million.

The Company has generated operating losses and has experienced negative cash flows from operations since inception. The Company has not generated significant revenues and expects to incur further losses in the future, particularly from continued development of its clinical-stage diagnostic tests and commercialization activities. 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) granting licenses and/or distribution rights to third parties in exchange for specified up-front and/or back-end payments, (b) obtaining additional financing through debt or equity transactions, (c) securing additional grant funds, and (d) developing and commercializing its products in an efficient manner. Management continues to exercise tight cost controls to conserve cash. As part of the Company’s cash conservation efforts, directors and certain employees have elected to exchange a portion of their salary for RSUs in the Company for a period of up to six months.

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.

Management assessed the mitigating effect of its plans to determine if it is probable that the plans would be effectively implemented within one year after the condensed consolidated financial statements are issued and when implemented, would mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. These plans are subject to market conditions and reliance on third parties, and there is no assurance that effective implementation of the Company’s plans will result in the necessary funding to continue current operations and satisfy current and expected debt obligations. The Company has implemented short-term cash preservation and cost-saving initiatives to conserve cash. The Company concluded that these plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern beyond one year from the date the condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 3 - Property and Equipment

The Company’s property and equipment consisted of the following amounts as of June 30, 2024 and December 31, 2023:

		June 30, 2024		December 31, 2023
	Useful Life	Cost $		Cost $
Computer hardware and software	3 years		723,206		724,534
Laboratory equipment	5 years		4,630,385		4,753,253
Office furniture and equipment	5 years		370,493		378,800
Buildings	30 years		2,049,211		2,113,031
Building improvements	5-15 years		1,574,428		1,610,016
Land	Not amortized		128,467		132,468
Total property and equipment			9,476,190		9,712,102
Less accumulated depreciation			4,597,773		4,189,089
Total property and equipment net			4,878,417		5,523,013

During the six-month periods ended June 30, 2024 and June 30, 2023, the Company recognized $545,128 and $517,921, respectively, in depreciation expense.

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 4 - 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.

	June 30, 2024		December 31, 2023
	Cost $		Cost $
Patents		1,098,717		1,130,936
Licenses		296,353		-
Total Patents and Licenses		1,395,070		1,130,936
Less accumulated amortization		1,062,849		1,107,050
Total patents and Licenses, net		332,221		23,886

During the six-month periods ended June 30, 2024 and June 30, 2023, the Company recognized $(12,624) and $42,392, respectively, in amortization expense.

The Company amortizes the patents and licenses 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:

2024	$	16,057
2025	$	20,448
2026	$	20,448
2027	$	20,448
2028	$	20,448
Greater than 5 years	$	234,372
Total Intangible Assets	$	332,221

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 “Property, Plant and Equipment,” as of December 31, 2023. The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, 2023.

Note 5 - Related-Party Transactions

See Note 6, Common Stock, for common stock issued to related parties and Note 7, Stock-Based Compensation, for stock options, warrants and RSUs issued to related parties. The Company has agreements with related parties for the purchase of consultancy services which are accrued under management and directors’ fees payable (see condensed consolidated balance sheets).

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 6 - Common Stock

As of June 30, 2024, the Company was authorized to issue 100 million shares of common stock, par value $0.001 per share, of which 82,928,314 and 81,898,321 shares were issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

Stock Option Exercises

During the six months ended June 30, 2024, no shares of common stock were issued pursuant to the exercise of stock options.

Stock Options Expired / Cancelled

On April 16, 2024, 36,821 vested stock options previously granted to an employee were cancelled and returned as authorized shares under the 2015 Plan on the expiration of the exercise period following the resignation of such employee.

RSU Settlements

Below is a table summarizing the RSUs vested and settled during the six months ended June 30, 2024, all of which were issued pursuant to the 2015 Plan.

Equity Incentive Plan	RSUs Vested (#)		Vest Date	Shares Issued (#)		Shares Withheld for Taxes (#)
2015		21,582	Feb 8, 2024		21,582		-
2015		9,000	Mar 1, 2024		6,057		2,943
2015		44,217	Mar 27, 2024		40,530		3,687
2015		51,000	Apr 4, 2024		32,337		18,663
2015		50,000	May 1, 2024		34,496		15,504
2015		11,500	Jun 1, 2024		6,670		4,830
2015		14,962	Jun 15, 2024		11,684		3,278
		202,261			153,356		48,905

Warrants Issued in Equity Capital Raise

In connection with the June 2023 underwritten public offering of the Company’s common stock pursuant to the underwriting agreement with Prime Executions, Inc. dba Freedom Capital Markets (“Freedom”) dated June 1, 2023, the Company issued Freedom warrants to purchase an aggregate of 448,500 shares of Company common stock at an exercise price of $2.00 per share. The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815-40. The Company determined the warrants issued to Freedom failed the indexation guidance under ASC 815-40, specifically, the warrants provide for a Black-Scholes value calculation in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815-40, the Company has classified the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration.

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 6 - Common Stock (continued)

Warrants Issued in Equity Capital Raise (continued)

The fair value of the warrants as of June 30, 2024, and December 31, 2023, were $101,097 and $126,649 respectively. The warrant liability was estimated using the Black-Scholes pricing model with the following assumptions.

	June 30, 2024			December 31, 2023

Risk-free interest rate		4.43	%		3.89	%
Expected volatility		82.80	%		76.30	%
Expected life (years)		3.94			4.44
Expected dividend yield		-			-
Total fair value	$	101,097		$	126,649

The fair value of the warrants deemed to be a liability, due to certain contingent put features, was determined using the Black-Scholes option pricing model, which was deemed to be an appropriate model due to the terms of the warrants issued, including a fixed term and exercise price.

Common Stock Issued for EpiCypher 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.

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 an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-259783) effective November 8, 2021) (the “2021 Form S-3”) through Jefferies acting as the Company’s agent and/or principal. The Company is not obligated to sell any shares under the 2022 EDA.

During the six months ended June 30, 2024, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $605,221 under the 2022 EDA through the sale of 747,505 shares of its common stock. As of June 30, 2024, the Company has raised aggregate net proceeds (net of broker commissions and fees) of approximately $2.1 million under the 2022 EDA through the sale of 1,378,037 shares of its common stock.

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 7 – Stock-Based Compensation

a) Warrants

The following table summarizes the changes in warrants of the Company outstanding during the six-month period ended June 30, 2024.

	Number of Warrants		Weighted Average Exercise Price ($)
Outstanding at December 31, 2023		862,500		3.05
Granted		-		-
Expired/Cancelled		-		-
Outstanding at June 30, 2024		862,500		3.05

Exercisable at June 30, 2024		862,500		3.05

Below is a table summarizing the warrants issued and outstanding as of June 30, 2024, which have an aggregate weighted average remaining contractual life of 3.33 years.

Number Outstanding	Number Exercisable		Exercise Price ($)		Weighted Average Remaining Contractual Life (Years)		Proceeds to Company if Exercised ($)
448,500		448,500		2.00		3.96		897,000
54,000		54,000		3.05		4.26		164,700
50,000		50,000		3.45		1.67		172,500
125,000		125,000		3.95		2.51		493,750
185,000		185,000		4.90		2.59		906,500
862,500		862,500						2,634,450

Stock-based compensation expense related to warrants of $5,238 and $20,320 was recorded in the six months ended June 30, 2024 and June 30, 2023, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is $nil. As of June 30, 2024, the total intrinsic value of warrants outstanding was $nil.

b) Options

The following table summarizes the changes in options outstanding of the Company during the six-month period ended June 30, 2024.

	Number of Options			Weighted Average Exercise Price ($)
Outstanding at December 31, 2023		4,699,569			3.87
Expired/Cancelled		(36,821	)		3.40
Outstanding at June 30, 2024		4,662,748			3.88

Exercisable at June 30, 2024		4,662,748			3.88

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 7 – Stock-Based Compensation (continued)

b) Options (continued)

Below is a table summarizing the options issued and outstanding as of June 30, 2024, all of which were issued pursuant to the Company’s 2011 Equity Incentive Plan (for option issuances prior to 2016) or the 2015 Stock Incentive Plan (the “2015 Plan”) (for option and RSU issuances commencing in 2016)and which have an aggregate weighted average remaining contractual life of 3.71 years. As of June 30, 2024, an aggregate of 9,700,000 shares of common stock were authorized for issuance under the 2015 Plan, of which 354,782 shares of common stock remained available for future issuance thereunder.

Number Outstanding	Number Exercisable		Exercise Price ($)		Weighted Average Remaining Contractual Life (Years)		Proceeds to Company if Exercised ($)
585,000		585,000		3.25		0.62		1,901,250
944,748		944,748		3.40		7.10		3,212,143
740,000		740,000		3.60		5.86		2,664,000
1,607,837		1,607,837		4.00		2.24		6,431,348
89,163		89,163		4.38		3.57		390,534
50,000		50,000		4.80		2.51		240,000
646,000		646,000		5.00		2.74		3,230,000
4,662,748		4,662,748						18,069,275

Stock-based compensation expense related to stock options of $nil and $235,368 was recorded in the six months ended June 30, 2024 and June 30, 2023, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is $nil. As of June 30, 2024, the total intrinsic value of stock options outstanding was $nil.

c) Restricted Stock Units

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2024, all of which were issued pursuant to the 2015 Plan.

	RSUs (#)			Weighted Average Grant Date Fair Value Share Price ($)
Outstanding at December 31, 2023		3,634,952			1.01
Granted		426,340			0.72
Vested/Settled		(202,261	)		2.46
Cancelled / Forfeited		(87,206	)		1.13
Outstanding at June 30, 2024		3,771,825			0.89

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 7 – Stock-Based Compensation (continued)

c) Restricted Stock Units (continued)

Below is a table summarizing the RSUs granted during the six months ended June 30, 2024, all of which were issued pursuant to the 2015 Plan. The RSUs vest equally over periods stated on the dates noted, subject to the recipient’s continued service to the Company, and will result in the RSU compensation expense stated. On June 1, 2024, the Company granted 297,340 RSUs of common stock to certain directors and employees in exchange for their election to reduce their cash compensation for a period of three months for services provided to the Company. These RSUs will vest on May 1, 2025, subject to continued service by the recipient.

Equity Incentive Plan

RSUs Granted (#)

Grant Date

Vesting Period

First Vesting Date

Second Vesting Date

Third Vesting Date

RSU Expense ($)

2015

14,000

Feb 22, 2024

36 Months

Feb 22, 2025

Feb 22, 2026

Feb 22, 2027

13,589

2015

115,000

May 23, 2024

36 Months

May 23, 2025

May 23, 2026

May 23, 2027

85,389

2015

297,340

Jun 1, 2024

11 Months

May 1, 2025

N/A

209,832

426,340

308,810

Below is a table summarizing the RSUs vested and settled during the six months ended June 30, 2024, all of which were issued pursuant to the 2015 Plan.

Equity Incentive Plan	RSUs Vested (#)		Vest Date	Shares Issued (#)		Shares Withheld for Taxes (#)
2015		21,582	Feb 8, 2024		21,582		-
2015		9,000	Mar 1, 2024		6,057		2,943
2015		44,217	Mar 27, 2024		40,530		3,687
2015		51,000	Apr 4, 2024		32,337		18,663
2015		50,000	May 1, 2024		34,496		15,504
2015		11,500	Jun 1, 2024		6,670		4,830
2015		14,962	Jun 15, 2024		11,684		3,278
		202,261			153,356		48,905

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 7 – Stock-Based Compensation (continued)

c) Restricted Stock Units (continued)

Below is a table summarizing the RSUs cancelled during the six months ended June 30, 2024, all of which were originally issued pursuant to the 2015 Plan.

Equity Incentive Plan	RSUs (#)		Cancellation Date	Vesting Date	RSUs Cancelled (#)
2015		8,000	Jan 16, 2024	Sep 28, 2024		8,000
2015		6,000	Jan 16, 2024	Oct 4, 2024		6,000
2015		8,000	Jan 16, 2024	Sep 28, 2025		8,000
2015		6,000	Jan 16, 2024	Oct 4, 2025		6,000
2015		8,000	Jan 16, 2024	Sep 28, 2026		8,000
2015		667	Feb 9, 2024	Jun 15, 2024		667
2015		667	Feb 9, 2024	Jun 15, 2025		667
2015		666	Feb 9, 2024	Jun 15, 2026		666
2015		1,775	Mar 25, 2024	Mar 27, 2024		1,775
2015		2,098	Mar 25, 2024	Jun 15, 2024		2,098
2015		2,667	May 17, 2024	Oct 4, 2024		2,667
2015		2,666	May 17, 2024	Oct 4, 2025		2,666
2015		1,000	May 17, 2024	Mar 27, 2025		1,000
2015		1,000	May 17, 2024	Mar 27, 2026		1,000
2015		3,334	May 17, 2024	Sep 28, 2024		3,334
2015		3,333	May 17, 2024	Sep 28, 2025		3,333
2015		3,333	May 17, 2024	Sep 28, 2026		3,333
2015		9,334	May 31, 2024	Sep 11, 2024		9,334
2015		9,333	May 31, 2024	Sep 11, 2025		9,333
2015		9,333	May 31, 2024	Sep 11, 2026		9,333
		87,206				87,206

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 7 – Stock-Based Compensation (continued)

c) Restricted Stock Units (continued)

Below is a table summarizing the RSUs issued and outstanding as of June 30, 2024 and which have an aggregate weighted average remaining contractual life of 1.37 years.

RSUs Outstanding (#)	Weighted Average Grant Date Fair Value Share Price ($)		Weighted Average Remaining Contractual Life (Years)
40,000		0.58		1.37
450,000		0.68		2.80
450,000		0.69		1.76
1,535,000		0.70		1.25
297,340		0.71		0.84
115,000		0.74		1.90
14,000		0.97		1.65
6,000		1.31		1.20
14,000		1.32		1.04
702,654		1.46		0.76
17,332		1.58		0.73
12,500		1.69		0.23
54,333		1.72		1.17
29,000		2.01		0.13
666		2.15		0.92
34,000		2.95		0.19
3,771,825

Stock-based compensation expense related to RSUs of $614,028 and $1,030,143 was recorded in the six months ended June 30, 2024 and June 30, 2023, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $1,256,598.

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 8 – Commitments and Contingencies

a) Finance Lease Obligations

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 June 30, 2024.

2024 - remaining	$	28,840
2025	$	57,672
2026	$	57,661
2027	$	57,647
2028	$	57,633
Greater than 5 years	$	194,395
Total	$	453,848
Less: Amount representing interest	$	(42,203	)
Present value of minimum lease payments	$	411,645

b) Operating Lease Right-of-Use Obligations

Operating leases as of June 30, 2024, and December 31, 2023, consisted of the following:

	June 30, 2024			December 31, 2023
	$			$
Operating lease right-of-use assets		512,317			549,504

Operating lease liabilities, current portion		190,099			199,323
Operating lease liabilities, long term		350,810			378,054
Total operating lease liabilities		540,909			577,377

Weighted average remaining lease (months)		32			33
Weighted average discount rate		3.24	%		3.02	%

During the six months ended June 30, 2024, cash paid for amounts included for the measurement of lease liabilities was $125,313 and the Company recorded operating lease expense of $126,217.

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 8 – Commitments and Contingencies

b) Operating Lease Right-of-Use Obligations (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 June 30, 2024.

For the Six Months Ending June 30, 2024	Amount
	$
2024 - Remaining		117,231
2025		191,273
2026		164,435
2027		92,151
2028		10,212
Total		575,302
Less: imputed interest		(34,393	)
Total Operating Lease Liabilities		540,909

The Company’s office space leases are short-term and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the six months ended June 30, 2024, the Company recognized $40,334 in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows:

For the Six Months Ending June 30, 2024	Amount
	$
2024 - Remaining		42,723
2025		7,198
Total Operating Lease Liabilities		49,921

c) Grants Repayable

As of June 30, 2024, the total grant balance repayable was $464,108 and the payments remaining were as follows:

For the Six Months Ending June 30, 2024	Amount
	$
2024 - Remaining		54,169
2025		36,305
2026		43,756
2027		48,579
2028		51,951
Greater than 5 years		229,348
Total Grants Repayable		464,108

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 8 – Commitments and Contingencies (continued)

d) Long-Term Debt

As of June 30, 2024, the total balance for long-term debt payable was $4,908,499 and the payments remaining were as follows:

For the Six Months Ending June 30, 2024	Amount
	$
2024 - Remaining		859,476
2025		1,005,297
2026		781,901
2027		583,641
2028		2,437,212
Greater than 5 years		314,022
Total		5,981,549
Less: amount representing interest		(1,073,050	)
Total Long-Term Debt		4,908,499

e) Collaborative Agreement Obligations

In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a three-year research period for a cost to the Company of up to $2.55 million payable over such period. As of June 30, 2024, $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 June 30, 2024, $449,406 is still to be paid by the Company under this agreement. As of June 30, 2024, $204,087 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 June 30, 2024, $81,447 is still to be paid by the Company under this agreement and as of June 30, 2024, $26,142 is due by the Company under this agreement.

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 $164,235. As of June 30, 2024, $164,235 is still to be paid by the Company under this agreement. As of June 30, 2024, $nil is due by the Company under this agreement.

In January 2024, the Company entered into an agreement with the University Medical Centre Amsterdam (“UMC”). UMC will perform a retrospective study to evaluate the diagnostic potential of the Nu.Q^® H3.1 nucleosomes as diagnostic, prognostic and phenotyping biomarkers in sepsis for a cost to the Company of $138,653. As of June 30, 2024, $138,653 is still to be paid by the Company under this agreement. As of June 30, 2024, $46,218 is due by the Company under this agreement.

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VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 8 – Commitments and Contingencies (continued)

e) Collaborative Agreement Obligations (continued)

As of June 30, 2024, the total amount to be paid for future research and collaboration commitments was $1,343,741 and the payments remaining were as follows:

	Total Amount Remaining		2024 - Estimated		2025 - Estimated
	$		$		$
National University of Taiwan		510,000		510,000		-
MD Anderson Cancer Center		449,406		285,860		163,546
Guys and St Thomas		164,235		61,588		102,647
Xenetic Biosciences		81,447		26,142		55,305
UMC		138,653		92,343		46,310
Total Collaborative Obligations		1,343,741		975,933		367,808

f) Other Commitments

Volition Germany

As of June 30, 2024, $209 is payable under the royalty agreement with the founder of Volition’s former German subsidiary based on sales to date towards the Company’s aggregate minimum royalty obligation of $117,761.

Volition America

Effective February 10, 2024 the Company and Diagnostic Oncology CRO, LLC (“DXOCRO”) further amended and restated the August 2022 amended and restated Master Agreement by and between the Company and DXOCRO to expand the scope of DXOCRO’s consultant services provided thereunder (the “Second A&R Master Agreement”). The Second A&R Master Agreement requires DXOCRO to conduct a prospective optimization/range finding study of Volition’s Nu.Q^® H3.1 in vitro diagnostic test proposed for use in sepsis. The study is an extension of the sepsis monitoring clinical trial that was previously covered under a separate exhibit. The Company anticipates DXOCRO’s additional services under this agreement will be completed by the end of the third quarter of 2024 at a total additional cost to the Company of up to $0.7 million. The Company’s payment obligations accrue upon delivery of projects under the agreement. The Company may terminate the agreement or any project thereunder upon at least 30 days’ prior written notice. Unless earlier terminated, the Second A&R Master Agreement terminates on the later of December 31, 2025 or the date upon which all services have been completed. As of June 30, 2024, $146,221 is payable under the Second A&R Master Agreement, and up to $363,778 may be payable by the Company in future periods for services rendered.

VolitionRx

On February 5, 2024, the Company entered into a 9-month loan agreement with First Insurance Funding for a maximum of $294,603 with fixed interest rate of 8.42%, maturing in November 2024. As of June 30, 2024, the maximum has been drawn down under this agreement and the principal balance payable was $163,668. The agreement is in relation to the directors and officers insurance policy.

Table of Contents

VOLITIONRX LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

($ expressed in United States Dollars)

Note 8 – Commitments and Contingencies (continued)

g) Legal Proceedings

In the ordinary course of business, the Company may be subject to claims, counter-claims, lawsuits and other litigation of the type that generally arise from the conduct of its business. The Company knows of no legal proceedings which the Company believes will have a material adverse effect on its financial position.

h) Commitments in Respect of Corporate Goals and Performance-Based Awards

As of June 30, 2024, the Company has recognized total compensation expense of $1,291,594 of which $527,940 is in relation to RSUs from grants in 2022 that vested in 2023, $451,490 is in relation to RSUs from such grants that will vest in 2024, and $312,164 is in relation to RSUs from such grants that will vest in 2025. The Company has unrecognized compensation expense of $282,823 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards.

Total

Vesting

Amortized

Un-Amortized

Award

Form: 10-Q

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