UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

For the Fiscal Year Ended December 31, 2025

For the transition period from ___________ to ___________

Commission File Number: 001-36833

+1 (512) 774–8930

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐     No ☒

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:

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, 2025, the last trading day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the registrant was $72,909,373 (based upon the $15.20 per share closing price (on a post-reverse split basis) for the registrant’s common stock as reported by the NYSE American on June 30, 2025) . This calculation does not reflect a determination that persons deemed to be affiliates for this purpose are affiliates for any other purpose.

As of April 28, 2026, there were 8,087,955 shares of the registrant’s $0.001 par value common stock issued and outstanding.

EXPLANATORY NOTE

IMPORTANT INFORMATION REGARDING THE REVERSE STOCK SPLIT

In April 2026, following stockholder approval, we effected a one-for-twenty reverse stock split (the “Reverse Stock Split”) of our issued and outstanding common stock. The Reverse Stock Split took effect on April 28, 2026, and our shares began trading on a post-split basis on April 28, 2026. Accordingly, all share and per share amounts for all periods presented in this Amendment No. 1 have been retroactively adjusted to reflect the Reverse Stock Split. In addition, all equity awards outstanding immediately prior to the Reverse Stock Split and presented in this Amendment No. 1 were proportionally adjusted.

Use of Terms

Except as otherwise indicated by the context, references in this Amendment No. 1 to “Company,” “VolitionRx,” “Volition,” “we,” “us,” and “our” are references to VolitionRx Limited and its wholly owned subsidiaries, Singapore Volition Pte. Limited, Belgian Volition SRL, Volition Diagnostics UK Limited, Volition America, Inc. and Volition Global Services SRL, as well as 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.

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Directors

The following table sets forth the names and ages of the members of the Company’s board of directors as of December 31, 2025.

⁽¹⁾       Member of the Nominations and Governance Committee  

⁽²⁾       Member of the Compensation Committee 

⁽³⁾       Member of the Audit Committee

Term of Office

Each Director serves until the next annual meeting of stockholders, and until each such director’s successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

Background and Business Experience of Directors

The background and business experience during the past five years of the directors is as follows:

CAMERON REYNOLDS serves as our President and Chief Executive Officer and as a director. He has served as a director of Belgian Volition since October 27, 2010, as the director and Chief Executive Officer of Volition Diagnostics since November 13, 2015, as a director of Volition America since February 3, 2017 and as a manager of Volition Vet since August 7, 2019. Prior to completion of the transactions under the Share Exchange Agreement, Mr. Reynolds was the Chief Executive Officer of Singapore Volition, a position he held from August 5, 2010 to June 1, 2018, and a director of Singapore Volition from August 5, 2010 to September 1, 2021. He also served as the Managing Director of Belgian Volition between January 18, 2012 and July 24, 2015. Since February 2017, Mr. Reynolds has served as a non-executive director of Pathify Holdings, Inc. (formerly Ucroo Incorporated), a SaaS EdTech company, since December 2023 has served as a non-executive director of GlycanAge Ltd, which manufactures and provides wellness tests which measure biological age, and since March 31, 2026 has served as a director of IMC Ventures LLC, a company which helps brands create entertainment content. Further, from July 2018 and December 2021, he served as a non-executive director of Wellfully Limited (ASX: WFL) (formerly OBJ Limited), a developer of magnetic, micro-array drug and ingredient delivery technologies for use in pharmaceutical, cosmetic and skincare, and consumer healthcare industries. Between 2005 and 2011, Mr. Reynolds held a number of board directorships including Atlantic Mining PLC, Carbon Mining PLC, Magellan Copper and Gold PLC (Carbon Mining and Magellan Copper and Gold both became part of Solfotara Mining and Copper Development Corp.), KAL Energy Inc. (OTC: KALG), Iofina Natural Gas PLC (AIM: IOF), Canyon Copper Corp. (TSX-V: CNC, OTCBB: CNYC), and Hunter Bay Resources (TSX-V: HBY).  From 2004 until 2011, Mr. Reynolds founded and served as Managing Director and Director of Mining House Ltd., a company providing consultancy and office support services, where he was responsible for identifying potential mining projects, coordinating the preliminary evaluations and securing the financing with a view to listing the company on the AIM, the TSX and the U.S. OTC. From 1998 until 2001, Mr. Reynolds served as the commercialization director for Probio, Inc., a company that commercialized intellectual property in the animal biotechnology fields including transgenesis and cloning research from the University of Hawaii, where his duties and responsibilities included managing legal and contract issues with the University of Hawaii, implementing patenting strategy, managing stockholder issues including a merger and its legal and contractual documentation, overseeing office management, monitoring budgetary concerns, and team building and recruitment. Furthermore, Mr. Reynolds held a junior management position in 1996 at Integrated Coffee Technologies, a genetically modified coffee company where he was responsible for business plan creation, office management, recruitment, and business development. From 1994 to 1995, Mr. Reynolds worked for Southern China Group, a mineral exploration company, where, as regional manager, he established operations in Hong Kong and Yunnan.  Mr. Reynolds received a Bachelor of Commerce and an M.B.A. from the University of Western Australia. Our board of directors believes Mr. Reynolds brings the Company strong experience in management, structuring and strategic planning based on his over 30 years of entrepreneurial executive experience in the mining and biotechnology sectors and is qualified to serve as a director of the Company.

TIMOTHY STILL serves as a director and non-executive Chairman of the Board. Mr. Still has over 35 years’ experience in medical diagnostics, devices and digital health, and has extensive experience in designing and implementing highly focused commercial and business development strategies within both large and small companies. Over the course of his career, Mr. Still has been directly responsible for building the commercial viability of all his previous companies – many of which have been successfully acquired - and has a consistent track record of identifying new market opportunities, developing markets, raising capital, and developing global relationships with strategic business partners, industry suppliers, investment banks, and industry analysts. Mr. Still currently serves as Chairman and CEO of TSTILL Enterprises LLC, a company that provides strategic, investment, and advisory consulting services for start-up and rapidly growing medical technology companies, a position he has held since January 2019, and also currently serves (since September 2023) as an Operating Advisor with Revival Healthcare, Inc., where he is involved in evaluating investment opportunities in medical diagnostics and life science tools. From June 2021 to February 2023, Mr. Still was President and CEO of Sense Biodetection Limited, a molecular diagnostics company, which merged with Sherlock Biosciences, Inc. in February 2023 to create a leading point-of-care diagnostics company serving the consumer diagnostics market. Between 2008 and 2021, Mr. Still has been a CEO and/or board member at numerous medical technology companies: Myoscience, Inc., MDx Health SA (NASDAQ: MDXH), Gold Standard Diagnostics, Inc. (Executive Chairman), Global Kinetics Corporation, Xagenic, Inc. and Accumetrics, Inc. Earlier in his career, Mr. Still also held senior leadership roles at HemoSense (NASDAQ: HEM), Cholestech (NASDAQ: CTEC), and Boehringer Mannheim / Roche. Mr. Still currently serves as Executive Chairman of the board of directors for Monod Bio, Inc., a position he has held since October 2025, having previously served on the board of directors of Monod Bio since January 2023. Mr. Still also serves as Chairman of Vivid-Dx (formerly Ramanomics Limited) and as an Independent Director for Binx Health since June 2024 and February 2026, respectively. Mr. Still holds a B.S. degree in Biological Sciences (Highest Honors) from the University of California at Davis and received an M.B.A. in Marketing and Entrepreneurship (Dean’s Scholar) from the University of Southern California. Our board of directors believes that Mr. Still is qualified to serve as a member of the board of directors and as the non-executive Chairman of the board of directors as a result of his extensive business development, financing and leadership experience.

DR. PHILLIP BARNES serves as a director. Dr. Barnes is currently retired. Between 2009 and 2016, Dr. Barnes served on the boards of a number of United Kingdom National Health Service, or NHS,  hospitals both as Chief Medical Officer and Chief Executive Officer. Dr. Barnes was also involved in a number of national and regional advisory groups for the NHS and pharmaceutical industry. Prior to his career as a physician executive, Dr. Barnes was Consultant Neurologist at King’s College Hospital, London between 1995 and 2009, and Hon. Senior Lecturer in Neurology at King’s College London between 1999 and 2009. He served as Clinical Director for Neurology, a managerial and administrative role, between 1995 and 1998, and from 1998 until 2008 was Chief of Service of the King’s Neurosciences Centre, the United Kingdom’s largest Regional Neuroscience Centre. Dr. Barnes received a B.Sc. in Basic Medical Sciences, a Ph.D. in Anatomy and Neuroendocrinology from the University of London and a clinical medical degree (B.M. B.Ch.) from the University of Oxford. Our board of directors believes that Dr. Barnes is qualified to serve as a director of the Company based on his extensive experience both as a clinician and board member within the United Kingdom’s NHS and related academic institutions.

DR. ALAN COLMAN serves as a director. Prior to completion of the transactions under the Share Exchange Agreement, Dr. Colman served as a Director of Singapore Volition from April 1, 2011 to December 15, 2015. Dr. Colman currently serves as chairman of the Scientific Advisory Board of Belgian Volition, a position he has held since April 5, 2011. Until its acquisition by Vertex Pharmaceuticals, a biopharmaceuticals company, in October 2019, Dr. Colman served on the Scientific Advisory Board of Semma Therapeutics, Inc., a stem cell therapy company based in Cambridge, Massachusetts, a position he held since December 2014. From 2007 to 2013, Dr. Colman was a Deputy Director of the A*STAR Institute of Medical Biology in Singapore,  and also served as the Executive Director of the A*STAR Singapore Stem Cell Consortium, from 2007 to 2011. Concurrently, Dr. Colman was Professor of Regenerative Medicine at King’s College, London, United Kingdom, from 2008 to 2009. Prior to joining the A*STAR, Dr. Colman was Chief Scientific Officer and then Chief Executive Officer for ES Cell International, a Singaporean human embryonic stem cell company, from 2002 to 2007. Dr. Colman was the research director at PPL Therapeutics in Edinburgh, United Kingdom, or PPL, from the late 1980s until 2002, where he was responsible for leading PPL’s research program strategy, also playing a role in PPL’s financing rounds, culminating in its listing on the London Stock Exchange in 1996. PPL attracted considerable media attention because of its participation in the technique of somatic nuclear transfer that led to the world’s first sheep cloned from an adult cell, Dolly, in 1996. Prior to this, Dr. Colman had a successful university career in the Universities of Oxford, Warwick, and Birmingham, where he was Professor of Biochemistry, and London, as described above. Between 2014 and 2024,  Dr. Colman was an Associate of the Harvard University Department of Stem Cells and Regenerative Biology. Dr. Colman’s main current interest is the development of human disease models using induced pluripotent stem cells. Dr. Colman received a B.A., M.A. and Ph.D. from Oxford University. Dr. Colman has extensive experience in the molecular biology field where he has worked in the production of transgenic livestock, somatic nuclear transfer, and human disease models. Our board of directors believes that Dr. Colman is qualified to serve as a director of the Company and a member of the Scientific Advisory Board based on his extensive experience in biochemistry, stem cell research and pathology.

MICKIE HENSHALL serves as a director. Ms. Henshall served as the Chief Business Officer of Ambry Genetics Corporation, a wholly owned subsidiary of Tempus, from January 2025 to March 2026, where she oversaw  Commercial Operations, Product Management, Marketing and Market Access departments for the clinical genomics testing company. Prior to this, from October 2020 to January 2025, Ms. Henshall was the Chief Marketing Officer of REALM IDx, Inc. (formerly Konica Minolta Precision Medicine), and the former parent company of Ambry Genetics Corporation and Invicro, LLC, which was focused on pioneering developments in the field of integrated diagnostics by uniting genomics, imaging, radiology and pathology with advanced artificial intelligence to develop innovative healthcare solutions. In this role, Ms. Henshall was responsible for the corporate name change and rebranding, restructuring the marketing organization, supporting the company’s commercial expansion and implementing formal product development processes, ultimately leading to the successful exits of both the Ambry and Invicro businesses. Prior to joining REALM IDx, from April 2020 to October 2020, Ms. Henshall served as Chief Marketing Officer of Genomic Life, Inc., a health services company focused on expanding access to precision medicine.  She was responsible for corporate strategy and marketing of the company’s paid benefit program, Cancer Guardian, which provides genetic risk insights and comprehensive genomic profiling with support services for those diagnosed with cancer.  Prior to that, from 2017 to April 2020, Ms. Henshall was Vice President of Marketing at Agena Bioscience (now part of Mesa Laboratories, Inc. (NASDAQ:MLAB)), a molecular diagnostics company delivering instrument systems and assays for targeted analysis of genetic disease and variant profiling.  Ms. Henshall led Agena’s Corporate Marketing, Product Management, Scientific Affairs, Custom Assay Services, and the regional marketing teams in China, Australia, and Germany.  Between 2014 and 2017, Ms. Henshall served as Vice President of Marketing at Accriva Diagnostics, Inc., or Accriva, a hospital-focused, point-of-care cardiovascular diagnostics company, where she established a new marketing team, developed re-branding of Accriva’s point-of-care diagnostics products, generated a five-year portfolio roadmap and provided support in preparing Accriva for sale to Werfen Life.  From 2010 to 2014, Ms. Henshall was Vice President of Marketing at Biotix, Inc, a supplier of laboratory consumables, where she managed all aspects of global marketing initiatives, including corporate branding, channel marketing, public relations, and sales training.  From 2005 to 2010, Ms. Henshall had increasing levels of leadership roles at Illumina, Inc. (NASDAQ:ILMN), a global leader in genomic technologies, where she supported the company through many firsts, including developing its first diagnostic portfolio strategy, convening its first Diagnostic Advisory Board, onboarding its first diagnostics marketing team, and development and launch of its first FDA cleared system.  Ms. Henshall is a marketing executive with over 20 years’ experience in developing and implementing marketing and sales strategies for the IVD, clinical and life science markets.  Ms. Henshall holds a B.S. in Integrative Biology from the University of California, Berkeley. Our board of directors believes that Ms. Henshall is qualified to serve as a director of the Company based on her extensive marketing and commercial experience.

GUY INNES serves as a director. Prior to completion of the transactions under the Share Exchange Agreement, Mr. Innes served as a Director of Singapore Volition, a position he held from August 18, 2010 to December 15, 2015. Mr. Innes has served as a non-executive Director on the boards of a number of companies in various sectors and served in various charitable roles. Mr. Innes had a long career in banking and private equity, including advisory roles with Quartz Capital Partners Limited, or Quartz, a small London based investment bank specializing in new technology companies, from 1997 to 2000, where Mr. Innes served as Head of Corporate Finance; Baring Private Equity Partners Limited, where he was involved in the setting up, recruiting of managers and capital raising for an Asian media and communications private equity fund; and Baring Brothers & Co. Limited, a London based international investment bank, in London and Paris from 1984 to 1995, where he was involved in executing and advising on national and international mergers and acquisitions, as well as initial public offerings and capital raising. Mr. Innes is a chartered accountant and a member of the Institute of Chartered Accountants in England and Wales. Mr. Innes has extensive experience in financing and managing technology companies. Mr. Innes received a B.Sc. in Geography from Bristol University. Our board of directors believes Mr. Innes is qualified to serve as a director of the Company based on his extensive technical, financial and managerial background.

KIM NGUYEN serves as a director. Ms. Nguyen is currently a Director, Asia Pacific Human Resources, or APAC HR, for Uber Technologies, a position she has held since June 2024. Between November 2023 and May 2024, Ms. Nguyen served as Group Director, Asia Pacific Human Resources for the London Stock Exchange Group. Between January 2022 and November 2023, Ms. Nguyen served as Vice President of International HR of Binance, a blockchain company. From September 2017 and January 2022, Ms. Nguyen served as Head of HR for Google Asia Pacific Pte. Ltd. Prior to that, Ms. Nguyen worked with Google UK Limited from April 2007 to September 2017, where she held a number of positions working across the Technology and Sales divisions across Europe and Latin America. Ms. Nguyen’s HR career spans over 20 years in Technology, FinTech and Financial Services businesses. She has built and led large teams driving business transformation, corporate reorganization, workforce planning, crisis management, mergers and acquisitions, as well as driving HR strategy for new market expansion. She has worked across all international markets and has helped companies navigate culture and talent needs in a global setting, while meeting local labour law requirements. With experience in both multinational and start up environments she can competently operate in more established environments or build structures and programs from the ground up. Ms. Nguyen received a B.S. in Psychology Honors from the University of New South Wales, Sydney, Australia. Our board of directors believes that Ms. Nguyen is qualified to serve as a director of the Company based on her extensive experience within international labor law and practice, leadership and talent management development, organizational design and HR analytics.

DR. ETHEL RUBIN serves as a director. Dr. Rubin has over 20 years of experience leading healthcare innovation and commercialization for global corporates and early-stage ventures. She has contributed to over 25 commercial products in life sciences, biotech, medical devices and diagnostics, as well as playing instrumental roles in multiple M&A deals and strategic partnerships. Dr. Rubin currently serves as Head of Ventures for BioHealth Innovation, Inc., leading a strategy and finance team that prepares companies for capital raises and helps companies achieve valuation inflection points. From 2015 to 2018, she managed a $45M fund for the NIH Centers for Accelerated Innovation, investing in assets that subsequently raised or exited for over $1B. Since 2021, she has also served as President and CEO of Mirabile Lifesci Advisory, LLC, providing fractional CBO services for biotech companies. From 2009 to 2015, Dr. Rubin held multiple leadership roles at Medtronic, plc (NYSE: MDT), including global clinical strategy and medical affairs, directing the funding or managing numerous clinical trials. Her prior executive experience includes serving as CSO of CSA Medical, Inc. (in partnership with Steris Corp. (NYSE: STE)) from June 2008 to May 2009 and CSO/COO of BioFortis, Inc. (acquired by Q2 Solutions/IQVIA (NYSE: IQV)) from June 2004 to June 2008, where she played key roles in these companies’ technology development and commercialization. Between February 2020 and February 2023, Dr. Rubin served on the board of directors of Innara Health, Inc., a neonatal medical device company, during which time Innara completed a Series A financing and a sale to Cardinal Health (NYSE: CAH) in 2023.  Dr. Rubin also served as a director of Emerging Technology Centers, Inc., a non-profit technology incubator, between May 2006 and May 2008 supporting the Centers’ growth in life sciences.  Dr. Rubin holds a B.S. in Biochemistry from the University of Rochester and received a Ph.D. in Biochemistry and Biophysics from the University of Rochester School of Medicine and Dentistry. Our board of directors believes that Dr. Rubin is qualified to serve on the board of directors as a result of her corporate strategy, financing and commercialization experience.

Identification of Executive Officers

The following table sets forth the names and ages of the Company’s executive officers as of December 31, 2025.

Term of Office

Each officer serves for such term as determined by their employment agreement as approved by our board of directors or Compensation Committee.  See Item 11.  Executive Compensation – Employment and Consulting Agreements.

Background and Business Experience of Executive Officers

The background and business experience during the past five years of the executive officers is as follows:

CAMERON REYNOLDS serves as our President and Chief Executive Officer and is a Director of the Company. Information regarding Mr. Reynolds is provided under “Item 10. — Directors, Executive Officers and Corporate Governance - Background and Business Experience of Directors” of this Report.

TERIG HUGHES serves as our Chief Financial Officer and Treasurer. He has also served as Chief Financial Officer and Treasurer of both Volition America since December 2022, and of Volition Vet since March 2023, as well as a Director of Volition Global Services since September 2021. Between September 2021 and August 2022, Mr. Hughes served as a Director of Singapore Volition. Mr. Hughes joined the Company from AUM Biosciences Pte. Ltd., a fast-growing biotechnology company focused on developing novel drugs for cancer treatment, where he was the Chief Financial Officer based in Singapore, and oversaw all aspects of business and finance, from initial start-up in 2018 through to first revenue in 2020. Prior to 2018, Mr. Hughes held a number of senior finance and business leadership positions at Elsevier, a division of RELX Group plc (formerly Reed Elsevier), an FTSE 100 company. From 2014 to 2017, Mr. Hughes was the regional Managing Director of RELX Group plc for India and Southeast Asia, overseeing all aspects of the business including sales, marketing, and product development. From 2006 to 2014, he served as the company’s Finance Director for Asia Pacific, during which he managed and oversaw accounting and finance functions, including financial planning and analysis. During this period, he also oversaw a successful finance transformation project, which included systems implementation, transition to a shared-services model, and outsourcing of various work streams, as well as a number of mergers and acquisitions projects in China. From 2003 to 2006, Mr. Hughes was the Vice President Finance of Elsevier’s US Journals and Pharma Communications Division where he provided commercial support to senior management, oversaw implementation of internal control standards as required by the Sarbanes-Oxley Act of 2002, and managed the annual pricing process. Mr. Hughes has over 25 years of accounting, finance and business management experience gained through an international career spanning the United States, Europe and Asia. Mr. Hughes received a B.Sc. in Accounting and Law from De Montfort University, Leicester in the United Kingdom.

DR. GAETAN MICHEL serves as our Chief Operating Officer. In addition, Dr. Michel has served as Director and Chief Executive Officer of Volition America since November 2021, as Chief Executive Officer and Manager of Volition Global Services since September 2021, as Manager and President of Volition Veterinary since August 2019 and May 2021, respectively, and as Chief Executive Officer and Manager of Belgian Volition since November 2022. In addition, from June 2015 to November 2021, Dr. Michel served as Manager of Belgian Volition, from July 2015 to September  2021 as Chief Executive Officer of Belgian Volition, from August 2020 to May 2021 as Chief Executive Officer of Volition Veterinary, and from January 2020 to October 2020, as a Managing Director of Volition Germany GmbH.  Dr. Michel also previously served as Belgian Volition’s Chief Operations Officer from July 2014 to June 2018. Dr. Michel has over ten years of experience in production management. Prior to joining Belgian Volition, from 2010 to 2014 Dr. Michel worked as production director for Bone Therapeutics SA (Euronext Brussels and Paris: BOTHE), a bone cell therapy-based pharmaceutical company, where his responsibilities included establishing two new production plants to commence manufacturing for two phase III clinical trials, developing quality systems for new products in negotiation with the Belgian health authorities, and establishing a product plant for an injectable medical device. From 2007 to 2010, Dr. Michel worked for KitoZyme, a global manufacturer of biopolymers of fungal origin with its core business in weight management, digestive and cardiovascular health. During this period, Dr. Michel established both the production and process development departments and oversaw the commencement of the company’s industrial phase culminating in the roll out of first products. Prior to joining KitoZyme, following the completion of his Ph.D. in 2002, Dr. Michel joined Advanced Array Technologies, or AAT, a University of Namur spin-off company as project manager in proteomics. AAT later became Eppendorf Array Technologies, part of the German Eppendorf biotech company, where Dr. Michel became production manager and was involved in establishing production processes and equipment. Dr. Michel received a Ph.D. in Biochemistry from the University of Namur, Belgium.

DR. JACOB MICALLEF serves as our Chief Scientific Officer. Dr. Micallef previously served as a Director of Belgian Volition between August 2011 and March 2016. Prior to the Share Exchange Agreement, he served as Chief Scientific Officer of Belgian Volition from October 2010 to December 2014, but was not otherwise involved with Singapore Volition. Dr. Micallef joined Cronos Therapeutics Limited, or Cronos, a company developing oncology drugs, in 2004, and in 2006, Cronos was listed in the United Kingdom on the Alternative Investment Market, or AIM, becoming ValiRx plc, or ValiRx (AIM:VAL). Dr. Micallef continued to work as Technical Officer for ValiRx, where he in-licensed the Nucleosomics^TM technology and co-founded ValiBio SA, which is now Belgian Volition. From 2004 to 2007, he taught “science and enterprise” to science research workers from four universities at CASS Business School before joining Cronos. In 2001, Dr. Micallef co-founded Gene Expression Technologies, a company developing oncology drugs, where he successfully led the development of the chemistry of the GeneICE technology and implemented the manufacture of GeneICE molecules. He also played a major role in business development and procured a GeneICE contract with Bayer AG. Over a 15-year period, starting in 1985, Dr. Micallef worked for the World Health Organization, or WHO. While working for WHO, Dr. Micallef developed new diagnostic products in the areas of reproductive health and cancer. In 1990, he commenced development of a new diagnostic technology platform for WHO which was launched in 1992 and supported 13 tests. Dr. Micallef also initiated and implemented in-house manufacture, previously outsourced to Abbott Diagnostics Inc., and world-wide distribution of these products for WHO. Also, in 1990, he started a “not-for-profit” WHO company, Immunometrics Ltd., which marketed and distributed those diagnostic products worldwide. Dr. Micallef has over 20 years of experience in research and development and in the management of early-stage biotechnical companies, including the manufacture of biotechnology products and the establishment of manufacturing operations. Dr. Micallef received his M.B.A. from Imperial College, University of London and his Ph.D. from King’s College, University of London.

DR. ANDREW RETTER served as our Chief Medical Officer. He stepped down from this position effective December 31, 2025, and entered into a part-time consulting agreement with Volition Diagnostics effective January 1, 2026. Dr. Andrew Retter is a United Kingdom-based doctor with over 20 years of experience. Dr. Retter has been on the Specialist Register of the General Medical Council in Hematology and Intensive Care Medicine since 2014 and joined the team at Guy’s and St. Thomas’ NHS Foundation Trust in London in 2014. Dr. Retter has been involved in clinical trials and research studies and has published over 50 articles in peer-reviewed medical journals. His areas of expertise include the management of hematological malignancies and the management of complex coagulopathies, anticoagulation, and sepsis. In addition to his clinical work, Dr. Retter is also an accomplished educator and mentor. He teaches and trains medical students, residents, and fellows, and has served as a faculty member for educational courses. Dr. Retter obtained his medical degree from St. George’s Hospital Medical School in 2001 and completed his postgraduate training in hematology and intensive care medicine at St. Thomas’ Hospital in London in 2013.

GAEL FORTERRE serves as our Chief Commercial Officer. He has over twenty years of experience investing in and scaling fast-growing companies. Since October 2013, Mr. Forterre has served as the Managing Partner of Armorica Partners, LLC (formerly Armori Capital Management, LLC), or Armori, an advisory firm. Mr. Forterre launched Armori in October 2013, for which he conducted a series of investments on behalf of family offices and institutional investors, and actively supported the growth of its portfolio companies. Since October 2024, Mr. Forterre has served as non-executive chairman of Vahau, a French scaffolding rental company, and from December 2021 to February 2024, he served as a non-executive director for Integrated Wellness Acquisition Corp., a special purpose acquisition company. Mr. Forterre also served as the Chief Executive Officer of Ucroo Incorporated, or Ucroo (now Pathify Holdings, Inc.), a SaaS EdTech company, between January 2019 and December 2020, during which period he supervised the launch of its product suite and tripled sales two years in a row; he also served as its Chief Financial Officer between January 2018 and December 2018 and acted as its consultant from August 2017 to December 2017. Mr. Forterre also served as a board member of Ucroo between August 2019 and March 2021, and as a board member of ARTICLE22, a design-focused social enterprise that he co-founded in 2013, from July 2013 to June 2021. Between 2005 and 2012, Mr. Forterre worked in various positions including as a structurer, an analyst and a trader for BNP Paribas in the corporate and investment banking division, in both New York and Paris, where he was selected to join the top talent program. Mr. Forterre received an M.S. in finance from Sorbonne Paris I and a double M.B.A. from both Columbia Business School and the London Business School.

NICHOLAS PLUMMER serves as our Group General Counsel. Mr. Plummer is a solicitor qualified in England. From 1995 to 2004, Mr. Plummer worked at the United Kingdom and international law firm Ashurst as a corporate lawyer, before moving into his first in-house role as General Counsel and Company Secretary of Ark Therapeutics Group PLC, a UK-listed biotech company, from 2004 to 2008. From 2013 to 2021, Mr. Plummer served as the EU Managing Counsel at Patheon, subsequently Pharma Services Group of Thermo Fisher Scientific, a contract drug developer and manufacturer. Mr. Plummer has thirty years of legal experience in private practice and in-house roles, primarily in the healthcare sector. Mr. Plummer holds an LL.B. law degree (Hons) from Reading University and was admitted as a Solicitor to the Supreme Court of England and Wales in 1997.

LOUISE BATCHELOR serves as our Group Chief Marketing and Communications Officer. Ms. Batchelor joined the Company in April 2016 from ACULD Limited, a strategic marketing consultancy specializing in healthcare where she served as director and owner since August 2011. From April 2006 to January 2009, Ms. Batchelor was the global brand marketing manager for Reckitt Benckiser Plc, a British, multinational consumer goods company, where she led the development of the global brand for the Lysol^® germ protection range. From 2001 to 2009, Ms. Batchelor also served as the European business unit director for Reckitt Benckiser, based in Paris, France, where she was responsible for general management of the European business and led the European regulatory strategy and launch of multiple products. Prior to joining Reckitt Benckiser, Ms. Batchelor was a product manager, marketing executive, primary care field sales manager and a senior market research executive at Zeneca Pharmaceuticals Ltd in the United Kingdom, from August 1993 to October 2000. Ms. Batchelor has thirty years of global marketing, sales and leadership experience gained through an international career spanning the United States, Europe and the United Kingdom.  Ms. Batchelor received a B.A. in business studies from Sheffield Hallam University.

RODNEY ROOTSAERT serves as our Corporate Secretary. Prior to the completion of the transactions under the Share Exchange Agreement, he was the Administration and Legal Officer of Singapore Volition, a position he held since August 2010. Mr. Rootsaert became a Director of Singapore Volition in December 2015. He has been a Director and Secretary of Belgian Volition since October 2010, a Director of Volition Diagnostics since November 2015, Secretary of Volition Vet since August 7, 2019, and Secretary of Volition America since November 2021. Between August 2019 and March 2023, Mr. Rootsaert served as Treasurer of Volition Vet.  Mr. Rootsaert served as director and corporate secretary of Mining House Ltd., a company providing consultancy and office support services, between 2007 and 2018. His responsibilities included ensuring compliance with all relevant statutory and regulatory requirements. From 2007 until 2011, Mr. Rootsaert served as corporate secretary for Magellan Copper and Gold Plc., a mineral exploration company, where his duties included maintaining and preparing company documents, accounts and contracts. Mr. Rootsaert has over 15 years of experience in providing corporate, legal and administrative services.  Mr. Rootsaert holds an LL.B. degree from the University of Western Australia.

DR. SALVATORE THOMAS BUTERA served as the Chief Executive Officer of Volition Veterinary. Dr. Butera’s position as Chief Executive Officer of Volition Veterinary was terminated on January 31, 2026. Effective February 1, 2026, Dr. Butera entered into a part-time consulting agreement to provide advisory services to Volition Vet. Dr. Butera previously served as a Director of the Company between December 2020 and March 2021, before resigning in order to prepare to assume the role of Chief Executive Officer of Volition Veterinary, effective May 1, 2021.  Between 2016 and April 2021, Dr. Butera served as Business Development Director at Veterinary Centers of America, or VCA, which is in the practice and business of veterinary medicine, part of Mars Veterinary Health, or Mars, and was actively involved in business development roles with Mars, leading divisions such as Pet Partners, LLC, or PPL, Banfield Pet Hospitals and VCA.  Prior to that, from 2003 to 2016, Dr. Butera served as Co-Founder, Board Member and Chief Medical Officer of PPL prior to its acquisition by Mars in 2016. Dr. Butera received his B.A. from Fairfield University and his D.V.M. from the University of Missouri Veterinary School.

DR. JASMINE KWAY serves as the Chief Executive Officer of Singapore Volition. Dr. Kway previously served as Singapore Volition’s Vice President of Asia from January 2017 until June 2018.  Prior to joining Singapore Volition, during 2016 Dr. Kway served as Chief Executive Officer of intellectual property practice at RHT i-Assets Advisory, or RHTiAA, a Singapore-headquartered professional services company providing investments and technology commercialization services in Asia. While at RHTiAA, Dr. Kway was focused on managing buy-side and sell-side clients globally in technology and intellectual property transactions, business development, and fund raising.  Prior to RHTiAA, Dr. Kway worked in both the private and public sectors, including as Executive Vice President at Transpacific IP Group Limited, a full-service intellectual property company, from 2010 to 2015, and as Director of Industry Liaison of the National University of Singapore from 2005 to 2010. In these positions, Dr. Kway formulated and implemented national intellectual property policies, corporate intellectual property strategies and management, intellectual property and technology development, commercialization, fundraising, and investment. Dr. Kway received her Bachelor of Engineering (Honors) and Doctorate degrees from the National University of Singapore.

CORPORATE GOVERNANCE

Family Relationship

We currently do not have any officers or directors of our Company who are related to each other.

Involvement in Certain Legal Proceedings

During the past ten years no director or executive officer of VolitionRx has been involved in any legal proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K. Additionally, no director or executive officer  of VolitionRx is party to, or has any material interests in, any material legal proceedings that are adverse to the Company or its subsidiaries.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and stockholders who own more than ten percent of any registered class of our equity securities registered pursuant to Section 12 of the Exchange Act, or Reporting Persons, to file with reports of ownership and reports of changes in ownership of securities with the SEC. Based solely on our review of the reports that have been filed by or on behalf of such Reporting Persons in this regard, and the representations made by our directors and executive officers to us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such Reporting Persons with respect to the fiscal year ended December 31, 2025.

Code of Ethics

We have adopted a Code of Ethics that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer. A copy of our Code of Ethics is available on our Company website at https://ir.volition.com/corporate-governance/governance-documents. Amendments to our Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions, if any, will be posted on our website at https://ir.volition.com/corporate-governance/governance-documents. We will disclose any waivers of provisions of our Code of Ethics that apply to such persons by disclosing such information on a Current Report on Form 8-K.

Committees of the Board of Directors

Our board of directors has established an Audit Committee, a Compensation Committee and a Nominations and Governance Committee. The Committees operate pursuant to written charters adopted by the board of directors, copies of which are available on our website at https://ir.volition.com/corporate-governance/governance-documents. In addition, from time to time, our board of directors may establish special committees when necessary to address specific issues. The composition and functions of each of our Audit, Compensation and Nominations and Governance Committees are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Our Audit Committee currently consists of four members, Mr. Innes (Chair), and Drs. Barnes, Colman and Rubin, each of whom has been determined to be an independent director under applicable SEC rules and the NYSE American Company Guide. The Audit Committee shall at all times be composed exclusively of directors who are, in the opinion of our board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

The audit committee is responsible for, among other things:

The board of directors has affirmatively determined that Mr. Innes is designated as an “Audit Committee financial expert.”

Compensation Committee

Our compensation committee consists of four members, Mss. Nguyen (Chair) and Henshall, and Drs. Barnes and Rubin, each of whom has been determined to be an independent director under the NYSE American Company Guide.

The compensation committee is responsible for, among other things:

In fulfilling its responsibilities, the compensation committee has the authority to delegate any or all of its responsibilities to a subcommittee of the compensation committee.

Nominations and Governance Committee

Our nominations and governance committee consists of four members, Messrs. Still (Chair) and Innes, and Mss. Nguyen and Henshall, each of whom has been determined to be an independent director under the NYSE American Company Guide.

The nominations and governance committee is responsible for, among other things:

Nominating Procedures

The Nominations and Governance Committee considers candidates for the board of directors from any reasonable source, including stockholder recommendations. The Committee will not evaluate candidates differently based on who has made the proposal. The Committee has the authority under its charter to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating candidates. The Nominations and Governance Committee, and our board of directors, believe that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s stockholders. Each director must also be able to dedicate the time and resources sufficient to ensure the diligent performance of his or her duties. Further, our board of directors is intended to encompass a range of talents, experience, skills, backgrounds, and expertise sufficient to provide sound and prudent guidance with respect to the operations and interests of the Company and its stockholders. The Company values diversity and seeks to achieve a diversity of professional experiences, personal backgrounds, and personal characteristics, including race, gender and ethnicity, on our board of directors, but no specific policy regarding board diversity has been adopted. We have adopted the Rooney Rule to increase diversity of board candidates for future elections.

Stockholders who wish to suggest qualified candidates should write to the Chair of the Nominations and Governance Committee c/o VolitionRx Limited, 1489 West Warm Springs Road, Suite 110, Henderson, Nevada 89014, in accordance with the time periods and information requirements set forth in the Restated Bylaws, specifying the name of the candidates and stating in detail the qualifications of such persons for consideration by the Committee. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation.

Insider Trading Policies and Procedures

The Company has an insider trading policy and procedures governing the purchase, sale and/or other dispositions of the Company’s securities that applies to all directors, officers, employees and certain other persons. It is also the Company’s policy to take appropriate steps to comply with applicable federal and state securities laws and regulations, as well as applicable stock exchange listing standards, when the Company engages in transactions in the Company’s securities. The Company believes that its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Report.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the principal positions of the named executive officers of the Company and the compensation awarded to, earned by or paid to such persons for all services rendered in all capacities to the Company and its subsidiaries, for the fiscal years ended December 31, 2025, and 2024.

Employment and Consulting Agreements

                Cameron Reynolds

Effective March 1, 2023, Mr. Reynolds entered into an Employment Agreement with Singapore Volition (the “Reynolds Employment Agreement”). Pursuant to the terms of the Reynolds Employment Agreement, Mr. Reynolds shall serve as Group Chief Executive Officer of Singapore Volition. Singapore Volition will also make available the services of Mr. Reynolds, as Group Chief Executive Officer, to VolitionRx and its other subsidiaries, pursuant to services agreements entered into by and between Singapore Volition and VolitionRx or its subsidiaries. In exchange for his services, Mr. Reynolds shall receive, among other things (i) $39,495 per month from Singapore Volition (subject to annual review and adjustment), (ii) payment of up to $1,500 per month towards the premiums of a health insurance policy for Mr. Reynolds and his dependents, (iii) payment of 3% of the aggregate of Mr. Reynolds’ salary and any cash bonus awards towards Mr. Reynolds’ personal pension scheme, and (iv) a lump sum severance payment if terminated by Singapore Volition without cause (as per the agreement) equal to the salary that he would have received between the date of termination and the completion of a six-month notice period. The foregoing description of the Reynolds Employment Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.19 to this Report.

                Dr. Gaetan Michel

On September 15, 2021, Dr. Michel entered into an Employment Agreement with Volition America (the “Michel US Employment Agreement”). Pursuant to the terms of the Michel US Employment Agreement, Dr. Michel shall serve as Chief Operating Officer of Volition America. Volition America will also make available the services of Dr. Michel, as Chief Operating Officer, to VolitionRx and its other subsidiaries, pursuant to services agreements entered into by and between Volition America and VolitionRx or its subsidiaries. In exchange for his services, under the Michel US Employment Agreement, Dr. Michel received (i) $30,873 per month (subject to annual review and adjustment), and (ii) was eligible to receive a lump sum severance payment if terminated by Volition America without cause (as per the agreement) equal to the salary that he would have received between the date of termination and the completion of a three-month notice period. Effective September 1, 2024, Dr. Michel entered into an Employment Agreement  with Belgian Volition (the “Michel Belgian Employment Agreement”), pursuant to which Dr. Michel will continue to provide services as Chief Executive Officer of Belgian Volition.  The Michel Belgian Employment Agreement superseded and replaced in its entirety the Michel US Employment Agreement. In exchange for his services, Dr. Michel will receive, among other things (i) €12,430 per month from Belgian Volition, (increased from €12,000 on January 1, 2025) subject to annual review and adjustment, plus a 13^th month bonus (which was pro-rated in 2024), (ii) a company car and fuel allowance together worth approximately €1,500 per month, (iii) the equivalent of one-half of Dr. Michel’s salary for the 12-month non-competition period following termination of the agreement, subject to adjustments (unless 12-month non-competition period is waived by Belgian Volition), (iv) be eligible to receive variable bonuses of up to approximately €28,500 per year, subject to the satisfactory achievement of certain individual and corporate performance milestones, and (v) be eligible to receive severance pay in accordance with Belgian Law. The Michel Belgian Employment Agreement shall continue for an indefinite period, which employment may be terminated by either party without compensation or notice on grounds of serious misconduct, or otherwise may be terminated by either party in accordance with Belgian Law.

On September 15, 2021, Volition Global Services and 3F Management SRL (“3F Management”) entered into a Consulting Services Agreement (the “Michel Consulting Agreement”). Pursuant to the terms of the Michel Consulting Agreement, 3F Management will make available the services of Dr. Michel as Chief Executive Officer of Volition Global Services. 3F Management received a monthly fee of €2,430 in exchange for the services provided by Dr. Michel, subject to annual review and adjustment. Effective September 1, 2024, Volition Global Services and 3F Management entered into an amendment to the existing Michel Consulting Agreement (the “Amended Michel Consulting Agreement”), pursuant to which 3F Management will continue to make available the services of Dr. Michel as Chief Executive Officer of Volition Global Services, and additionally make available certain further consultancy services to be rendered by Dr. Michel through 3F Management to the Company and its other subsidiaries. Volition Global Services will, in turn, make available the services of Dr. Michel, as Chief Operating Officer to the Company and its other subsidiaries, as Chief Executive Officer to Volition America, and as Manager and President of Volition Veterinary Diagnostics Development LLC, pursuant to services agreements entered into by and between Volition Global Services and the Company and/or its subsidiaries. In exchange for Dr. Michel’s services, 3F Management shall receive a monthly fee of €14,818 (increased from €12,797 on November 1, 2024), subject to annual review and adjustments.

The foregoing description of each of the Michel US Employment Agreement, the Michel Belgian Employment Agreement, the Michel Consulting Agreement and the Amended Michel Consulting Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibits 10.14, 10.28, 10.15, and 10.29 to this Report.

Dr. Salvatore Thomas Butera

Effective May 1, 2021, Dr. Butera entered into an Employment Agreement with Volition Vet (the “Butera Employment Agreement”). Pursuant to the terms of the Butera Employment Agreement, Dr. Butera shall serve as Chief Executive Officer of Volition Vet. In exchange for his services, Dr. Butera shall receive (i) $28,198 per month (subject to annual review and adjustment), (ii) a lump sum severance payment if terminated by Volition Vet without cause (as per the agreement) equal to the salary that he would have received between the date of termination and the completion of a two-month notice period, plus an additional lump-sum payment at termination equal to four months’ salary. The Butera Employment Agreement also provided for an annual cash bonus of up to 40% of Dr. Butera’s base salary at the discretion of the Company’s board of directors or its compensation committee, or the board of managers of Volition Vet. Dr. Butera was not granted such a bonus pursuant to the Butera Employment Agreement in 2024 or 2025 and his employment terminated on January 31, 2026. The foregoing description of the Butera Employment Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.13 to this Report.

On December 5, 2025, Volition Vet provided notice of termination of its employment agreement with Dr. Butera, as Chief Executive Officer of Volition Vet, effective as of January 31, 2026. On February 3, 2026, the parties executed a Severance Agreement and General Release, pursuant to which the Volition Vet agreed to pay Dr. Butera a lump sum of $112,793 - representing four months’ salary due pursuant to the terms of his Employment Agreement, less applicable withholdings and deductions. Effective February 1, 2026, Dr. Butera entered into a part-time consulting agreement to provide advisory services to Volition Vet.

Outstanding Equity Awards

The following table summarizes the outstanding restricted stock unit awards for our named executive officers as of the fiscal year ended December 31, 2025.

⁽¹⁾ The market value of unvested restricted stock unit awards as of December 31, 2025, is calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on December 31, 2025, the last trading day of the year, which was $5.112 per share.

⁽²⁾ These restricted stock units were awarded on September 28, 2023, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2023 and June 30, 2024, and also subject to time-based vesting. On January 24, 2024 and August 15, 2024, certain of the performance goals were deemed to have been timely met resulting in the partial vesting of rights with respect to 3,983 restricted stock units and the cancellation, on August 15, 2024, of 1,917 restricted stock units which remained unvested upon the remaining corporate performance goals not being achieved. Upon meeting the performance goals, 1,327 and 1,328 of the restricted stock units fully vested on September 28, 2024 and September 28, 2025, respectively. The balance of 1,328 restricted stock units shall fully vest on September 28, 2026. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

⁽³⁾ These restricted stock units were awarded on October 19, 2023, subject to vesting upon achievement of a closing stock price target above $100.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026. Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

⁽⁴⁾ These restricted stock units were awarded on March 17, 2025, subject to vesting upon achievement of certain corporate performance goals on or prior to June 30, 2025 and December 31, 2025, and also subject to time-based vesting. On June 30, 2025 and December 31, 2025, an aggregate of 8,715 restricted stock units were cancelled upon the respective corporate performance goals not being achieved. Upon meeting the performance goals, the restricted stock units are further subject to a 3-year time-based vesting schedule, vesting in three installments of approximately 33% on March 17, 2026, 2027 and 2028, respectively. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

⁽⁵⁾ These restricted stock units were awarded on July 24, 2025, subject to vesting upon achievement of a closing stock price target above $50.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to July 24, 2028, which date shall be no earlier than July 24, 2026. Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

⁽⁶⁾ These restricted stock units were awarded on September 28, 2023, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2023 and June 30, 2024, and also subject to time-based vesting. On January 24, 2024 and August 15, 2024 certain of the performance goals were deemed to have been timely met resulting in the partial vesting of rights with respect to 3,409 restricted stock units and the cancellation, on August 15, 2024, of 1,641 restricted stock units which remained unvested upon the remaining corporate performance goals not being achieved. Upon meeting the performance goals, 1,136 of the restricted stock units fully vested on September 28, 2024 and September 28, 2025, respectively. The balance of 1,137 restricted stock units shall fully vest on September 28, 2026. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

⁽⁷⁾ These restricted stock units were awarded on October 19, 2023, subject to vesting upon achievement of a closing stock price target above $100.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026. Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

⁽⁸⁾ These restricted stock units were awarded on September 28, 2023, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2023 and June 30, 2024, and also subject to time-based vesting. On January 24, 2024 and August 15, 2024 certain of the performance goals were deemed to have been timely met resulting in the partial vesting of rights with respect to 2,869 restricted stock units and the cancellation, on August 15, 2024, of 1,381 restricted stock units which remained unvested upon the remaining corporate performance goals not being achieved. Upon meeting the performance goals, 956 of the restricted stock units fully vested on September 28, 2024 and September 28, 2025, respectively. The balance of 957 restricted stock units shall fully vest on September 28, 2026. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

⁽⁹⁾ These restricted stock units were awarded on March 1, 2025, in lieu of cash compensation that would otherwise have been owed to Dr. Butera. The restricted stock units were earned in three installments of approximately one-third on March 1, 2025, April 1, 2025 and May 1, 2025, and are also subject to further time-based vesting in a single installment on March 1, 2026. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

⁽¹⁰⁾ These restricted stock units were awarded on March 17, 2025, subject to vesting upon achievement of certain corporate performance goals on or prior to June 30, 2025 and December 31, 2025, and also subject to time-based vesting. On June 30, 2025 and December 31, 2025, an aggregate of 6,230 restricted stock units were cancelled upon the respective corporate performance goals not being achieved. Upon meeting the performance goals, the restricted stock units are further subject to a 3-year time-based vesting schedule, vesting in three installments of approximately 33% on March 17, 2026, 2027 and 2028, respectively. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

⁽¹¹⁾ These restricted stock units were awarded on August 15, 2025, in lieu of cash compensation that would otherwise have been owed to Dr. Butera. The restricted stock units are earned in six approximately equal monthly installments commencing on September 1, 2025, and are also subject to further time-based vesting. On November 1, 2025, 849 restricted stock units fully vested. The balance of 848 restricted stock units fully vested on February 1, 2026. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

The following table sets forth the outstanding stock option awards for our named executive officers as of the fiscal year ended December 31, 2025.

⁽¹⁾ On April 15, 2016, Mr. Reynolds was granted an option to purchase 6,250 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or April 15, 2026).

⁽²⁾ On March 30, 2017, Mr. Reynolds was granted an option to purchase 5,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or March 30, 2027).

⁽³⁾ On January 23, 2018, Mr. Reynolds was granted an option to purchase 3,750 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or January 23, 2028).

⁽⁴⁾ On February 11, 2019, Mr. Reynolds was granted an option to purchase 2,500 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In January 2025, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or February 11, 2029).

⁽⁵⁾ On April 13, 2020, Mr. Reynolds was granted an option to purchase 4,250 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In December 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or April 13, 2030).

⁽⁶⁾ On August 3, 2021, Mr. Reynolds was granted an option to purchase 4,575 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant. The performance goals were deemed met on April 7, 2022, and June 23, 2022 respectively, resulting in the rights to the referenced options vesting. Upon meeting the performance goals, 50% of the options vested on August 3, 2022, and August 3, 2023.

⁽⁷⁾ On October 4, 2021, Dr. Michel was granted an option to purchase 3,668 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant. The performance goals were deemed met on April 7, 2022, and June 23, 2022 respectively, resulting in the rights to the referenced options vesting. Upon meeting the performance goals, 50% of the options vested on October 4, 2022, and October 4, 2023, respectively.

⁽⁸⁾ On August 3, 2021, Dr. Butera was granted an option to purchase 2,620 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant. The performance goals were deemed met on April 7, 2022, and June 23, 2022 respectively, resulting in the rights to the referenced options vesting. Upon meeting the performance goals, 50% of the options vested on August 3, 2022, and August 3, 2023.

Policies and Practices Related to the Grant of Certain Equity Awards

Long-Term Incentive Plans

Since July 1, 2021, we have offered to our eligible U.S.-based salaried employees, including our U.S.-based named executive officers, a customary, tax-qualified defined contribution retirement (401(k)) plan. For 2025, we provided a company match on employee contributions of 100% on the first 3% of an employee’s pay, which we believe to be in line with prevailing practices for major U.S. corporations.

Volition Diagnostics operates a Group Personal Pension Plan, or the Pension Plan, and makes defined monthly contributions into a separate fund on behalf of its eligible United Kingdom employees, as required by the Pensions Act 2008 (UK). Certain of the Company’s executive officers who are based in the United Kingdom are eligible to participate in the Pension Plan. Volition Diagnostics contributes five percent of the gross salary paid to those of its eligible employees to the Pension Plan. Those eligible employees are also required to contribute to the Pension Plan. All risks associated with this type of plan are assumed by the employees. The Pension Plan was effective commencing April 6, 2017.

Other than the foregoing, there are no arrangements or plans in which VolitionRx or its direct or indirect subsidiaries provides pension, retirement or similar benefits for directors or executive officers.

Severance and Change of Control Benefits

In the event of a termination of employment under certain circumstances, the named executive officers are entitled to severance payments as detailed in the section of this Report entitled Employment and Consulting Agreements.

Additionally, under certain circumstances involving a change of control, merger, sale of all or substantially all of our assets or other similar corporate transaction, where the successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute awards, then the vesting of unvested awards will accelerate pursuant to the terms of the 2015 Plan and 2024 Plan.

Compensation of Directors

The following table sets forth the compensation paid to the directors of VolitionRx for the fiscal year ended December 31, 2025 other than directors who also served as named executive officers. No executive officer is paid compensation for his role as a director. There are no employment agreements by and between the Company and the non-employee directors.

Director Compensation Table

⁽¹⁾ Amounts listed include the value of granted performance-based restricted stock units not yet deemed earned; however, the amounts reported have been adjusted to exclude the grant date fair value of any awards that were subsequently cancelled during the year. The restricted stock units granted to Mr. Innes on January 15, 2025, had a share price of $12.602. The restricted stock units granted to Mr. Innes, Ms. Nguyen and Drs. Colman and Rubin on March 1, 2025 had share prices of $12.40. The restricted stock units granted to the Directors on March 17, 2025, had a share price of $11.402. The restricted stock units granted to Ms. Nguyen and Dr. Rubin on June 1, 2025 and August 15, 2025, had share prices of $10.06 and $13.898, respectively.

⁽²⁾ On October 9, 2019, Dr. Barnes entered into an Independent Director Agreement with VolitionRx, or the Barnes Independent Director Agreement, pursuant to which Dr. Barnes will continue to serve as a member of the Company’s board of directors subject to any necessary approval by the Company’s stockholders as required by applicable law and the Company’s governing documents. In exchange for his services, Dr. Barnes was due to receive $10,840 per calendar quarter, but elected to reduce his cash compensation by $5,420 per calendar quarter for the period between January 1, 2025 and December 31, 2025. The foregoing description of the Barnes Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.5 to this Report.

On March 17, 2025, Dr. Barnes was granted a restricted stock unit award for 2,000 shares of common stock of VolitionRx under the 2024 Plan, vesting, subject to the achievement of certain corporate goals on or prior to June 30, 2025 and December 31, 2025, and Dr. Barnes’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On June 30, 2025 and December 31, 2025, 1,400 restricted stock units were cancelled upon the respective corporate goals not being achieved. The amounts reported in the table above have been adjusted to exclude $15,963, representing the aggregate grant date fair value of such cancelled awards.

As of December 31, 2025, Dr. Barnes had (i) options to purchase 1,182 shares of common stock, and (ii) restricted stock units for 825 shares of common stock.

⁽³⁾ On March 31, 2015, Dr. Colman entered into an Independent Director Agreement with VolitionRx, or the Colman Independent Director Agreement, pursuant to which Dr. Colman will continue to serve as a member of the Company’s board of directors subject to any necessary approval by the Company’s stockholders as required by applicable law and Company’s governing documents. In exchange for his services, Dr. Colman received $16,261 per calendar quarter. Between January 1, 2025 and March 31, 2025, Dr. Colman elected to reduce his cash compensation by $8,131 in exchange for the grant of restricted stock units on March 1, 2025, as described below. Between April 1, 2025 and June 30, 2025, Dr. Colman elected to reduce his cash compensation by $8,131. The foregoing description of the Colman Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.5 to this Report.

On March 1, 2025, Dr. Colman was granted a restricted stock unit award for 742 shares of common stock of VolitionRx under the 2024 Plan, earned in three installments of approximately one-third on March 1, 2025, April 1, 2025 and May 1, 2025, and are also subject to further time-based vesting in a single installment on March 1, 2026. These restricted stock units were granted in lieu of cash compensation that would otherwise have been owed to Dr. Colman for the three month period ended March 31, 2025.

On March 17, 2025, Dr. Colman was granted a restricted stock unit award for 2,000 shares of common stock of VolitionRx under the 2024 Plan, vesting, subject to the achievement of certain corporate goals on or prior to June 30, 2025 and December 31, 2025, and Dr. Colman’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On June 30, 2025 and December 31, 2025, 1,400 restricted stock units were cancelled upon the respective corporate goals not being achieved. The amounts reported in the table above have been adjusted to exclude $15,963, representing the aggregate grant date fair value of such cancelled awards.

As of December 31, 2025, Dr. Colman had (i) options to purchase 6,898 shares of common stock, and (ii) restricted stock units for 1,567 shares of common stock.

⁽⁴⁾ On August 15, 2022, Ms. Henshall entered into an Independent Director Agreement with VolitionRx, or the Henshall Independent Director Agreement, pursuant to which Ms. Henshall will continue to serve as a member of the Company’s board of directors subject to any necessary approval by the Company’s stockholders as required by applicable law and the Company’s governing documents. At this time, Ms. Henshall has elected not to receive any cash compensation in exchange for her services. The foregoing description of the Henshall Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.5 to this Report.

On March 17, 2025, Ms. Henshall was granted a restricted stock unit award for 2,000 shares of common stock of VolitionRx under the 2024 Plan, vesting, subject to the achievement of certain corporate goals on or prior to June 30, 2025 and December 31, 2025, and Ms. Henshall’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On June 30, 2025 and December 31, 2025, 1,400 restricted stock units were cancelled upon the respective corporate goals not being achieved. The amounts reported in the table above have been adjusted to exclude $15,963, representing the aggregate grant date fair value of such cancelled awards.

As of December 31, 2025, Ms. Henshall had restricted stock units for 825 shares of common stock.

⁽⁵⁾ On March 31, 2015, Mr. Innes entered into an Independent Director Agreement with VolitionRx, or the Innes Independent Director Agreement, pursuant to which Mr. Innes will continue to serve as a member of the Company’s board of directors subject to any necessary approval by the Company’s stockholders as required by applicable law and the Company’s governing documents. In exchange for his services, Mr. Innes received $10,840 per calendar quarter. Between January 1, 2025 and March 31, 2025, Mr. Innes elected to reduce his cash compensation by $10,841 in exchange for the grant of restricted stock units on March 1, 2025, as described below. The foregoing description of the Innes Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to 10.5 to this Report.

On January 15, 2025, Mr. Innes was granted a restricted stock unit award for 2,500 shares of common stock of VolitionRx under the 2015 Plan, vesting over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.

On March 1, 2025, Mr. Innes was granted a restricted stock unit award for 989 shares of common stock of VolitionRx under the 2024 Plan, earned in three installments of approximately one-third on March 1, 2025, April 1, 2025 and May 1, 2025, and are also subject to further time-based vesting in a single installment on March 1, 2026. These restricted stock units were granted in lieu of cash compensation that would otherwise have been owed to Mr. Innes for the three month period ended March 31, 2025.

On March 17, 2025, Mr. Innes was granted a restricted stock unit award for 2,000 shares of common stock of VolitionRx under the 2024 Plan, vesting, subject to the achievement of certain corporate goals on or prior to June 30, 2025 and December 31, 2025, and Mr. Innes’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On June 30, 2025 and December 31, 2025, 1,400 restricted stock units were cancelled upon the respective corporate goals not being achieved. The amounts reported in the table above have been adjusted to exclude $15,963, representing the aggregate grant date fair value of such cancelled awards.

As of December 31, 2025, Mr. Innes had (i) options to purchase 6,432 shares of common stock, and (ii) restricted stock units for 4,314 shares of common stock.

⁽⁶⁾ On March 25, 2021, Ms. Nguyen entered into an Independent Director Agreement with VolitionRx, or the Nguyen Independent Director Agreement, pursuant to which Ms. Nguyen will continue to serve as a member of the Company’s board of directors subject to any necessary approval by the Company’s stockholders as required by applicable law and the Company’s governing documents. In exchange for her services, Ms. Nguyen received $10,840 per calendar quarter. Between January 1, 2025 and December 31, 2025, Ms. Nguyen elected to reduce her cash compensation by $21,680 in exchange for the grant of restricted stock units on March 1, 2025, June 1, 2025 and August 15, 2025, as described below. The foregoing description of the Nguyen Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.5 to this Report.

On March 1, 2025, Ms. Nguyen was granted a restricted stock unit award for 495 shares of common stock of VolitionRx under the 2024 Plan, earned in three installments of approximately one-third on each of March 1, 2025, April 1, 2025 and May 1, 2025, and are also subject to further time-based vesting in a single installment on March 1, 2026. These restricted stock units were granted in lieu of cash compensation that would otherwise have been owed to Ms. Nguyen for the three month period ended March 31, 2025.

On March 17, 2025, Ms. Nguyen was granted a restricted stock unit award for 2,000 shares of common stock of VolitionRx under the 2024 Plan, vesting, subject to the achievement of certain corporate goals on or prior to June 30, 2025 and December 31, 2025, and Ms. Nguyen’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On June 30, 2025 and December 31, 2025, 1,400 restricted stock units were cancelled upon the respective corporate goals not being achieved. The amounts reported in the table above have been adjusted to exclude $15,963, representing the aggregate grant date fair value of such cancelled awards.

On June 1, 2025, Ms. Nguyen was granted a restricted stock unit award for 599 shares of common stock of VolitionRx under the 2015 Plan, earned in three installments of approximately one-third on June 1, 2025, July 1, 2025 and August 1, 2025, and are also subject to further time-based vesting in a single installment on August 1, 2025. These restricted stock units were granted in lieu of cash compensation that would otherwise have been owed to Ms. Nguyen for the three month period ended June 30, 2025.

On August 15, 2025, Ms. Nguyen was granted a restricted stock unit award for 871 shares of common stock of VolitionRx under the 2015 Plan, earned in six approximately equal monthly installments commencing on August 1, 2025, and are also subject to further time-based vesting in two installments of 436 units and 435 units on November 1, 2025 and February 1, 2026. These restricted stock units were granted in lieu of cash compensation that would otherwise have been owed to Ms. Nguyen for the three month period ended December 31, 2025.

As of December 31, 2025, Ms. Nguyen had (i) options to purchase 432 shares of common stock, and (ii) restricted stock units for 1,755 shares of common stock.

⁽⁷⁾ On September 30, 2024, Dr. Rubin entered into an Independent Director Agreement with VolitionRx, or the Rubin Independent Director Agreement, pursuant to which Dr. Rubin will continue to serve as a member of the Company’s board of directors subject to any necessary approval by the Company’s stockholders as required by applicable law and the Company’s governing documents. In exchange for her services, Dr. Rubin received $10,840 per calendar quarter. Between January 1, 2025 and December 31, 2025, Dr. Rubin elected to reduce her cash compensation by $21,680 in exchange for the grant of restricted stock units on March 1, 2025, June 1, 2025 and August 15, 2025, as described below. The foregoing description of the Rubin Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.5 to this Report.

On March 1, 2025, Dr. Rubin was granted a restricted stock unit award for 495 shares of common stock of VolitionRx under the 2024 Plan, earned in three installments of approximately one-third on March 1, 2025, April 1, 2025 and May 1, 2025, and are also subject to further time-based vesting in a single installment on March 1, 2026. These restricted stock units were granted in lieu of cash compensation that would otherwise have been owed to Dr. Rubin for the three month period ended March 31, 2025.

On March 17, 2025, Dr. Rubin was granted a restricted stock unit award for 2,000 shares of common stock of VolitionRx under the 2024 Plan, vesting, subject to the achievement of certain corporate goals on or prior to June 30, 2025 and December 31, 2025, and Dr. Rubin’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On June 30, 2025 and December 31, 2025, 1,400 restricted stock units were cancelled upon the respective corporate goals not being achieved. The amounts reported in the table above have been adjusted to exclude $15,963, representing the aggregate grant date fair value of such cancelled awards.

On June 1, 2025, Dr. Rubin was granted a restricted stock unit award for 599 shares of common stock of VolitionRx under the 2015 Plan, earned in three installments of approximately one-third on June 1, 2025, July 1, 2025 and August 1, 2025, and are also subject to further time-based vesting in a single installment on August 1, 2025. These restricted stock units were granted in lieu of cash compensation that would otherwise have been owed to Dr. Rubin for the three month period ended June 30, 2025.

On August 15, 2025, Dr. Rubin was granted a restricted stock unit award for 871 shares of common stock of VolitionRx under the 2015 Plan, earned in six approximately equal monthly installments commencing on August 1, 2025, and are also subject to further time-based vesting in two installments of 436 units and 435 units on November 1, 2025 and February 1, 2026. These restricted stock units were granted in lieu of cash compensation that would otherwise have been owed to Dr. Rubin for the three month period ended December 31, 2025.

As of December 31, 2025, Dr. Rubin had restricted stock units for 2,030 shares of common stock.

⁽⁸⁾ On November 6, 2024, Mr. Still entered into an Independent Director Agreement with VolitionRx, or the Still Independent Director Agreement, pursuant to which Mr. Still will continue to serve as a member of the Company’s board of directors and as the non-executive Chairman of the board of directors subject to any necessary approval by the Company’s stockholders as required by applicable law and the Company’s governing documents. In exchange for his services, Mr. Still received $30,000 per calendar quarter. The foregoing description of the Still Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.30 to this Report.

On March 17, 2025, Mr. Still was granted a restricted stock unit award for 15,000 shares of common stock of VolitionRx under the 2024 Plan, vesting, subject to the achievement of certain corporate goals on or prior to June 30, 2025 and December 31, 2025, and Mr. Still’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On June 30, 2025 and December 31, 2025, 10,500 restricted stock units were cancelled upon the respective corporate goals not being achieved. The amounts reported in the table above have been adjusted to exclude $119,721, representing the aggregate grant date fair value of such cancelled awards.

As of December 31, 2025, Mr. Still had restricted stock units for 67,833 shares of common stock.

Stockholder Recommendations to the Board of Directors

Stockholders can direct communications to our Secretary, Rodney Rootsaert, at our executive offices, located at 1489 West Warm Springs Road, Suite 110, Henderson, Nevada 89014. However, while we appreciate all comments from stockholders, we may not be able to individually respond to all communications. We attempt to address stockholder questions and concerns in our press releases and documents filed with the SEC so that all stockholders have access to information about us at the same time. Mr. Rootsaert collects and evaluates all stockholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Management

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of April 28, 2026, by: (i) each of our directors and director nominees; (ii) each of our named executive officers; (iii) all of our directors and director nominees, and executive officers as a group; and (iv) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. All share figures in the table below give effect to the Reverse Stock Split that became effective April 28, 2026.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days. Under these rules more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Unless otherwise indicated below, to the best of our knowledge each beneficial owner named in the table (i) has the sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable, and (ii) has the following address: 1489 West Warm Springs Road, Suite 110, Henderson, Nevada 89014.

Changes in Control

We are not aware of any arrangements that have resulted, or may at a subsequent date result, in a change in control of the Company.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information about the securities authorized for issuance under our equity compensation plans as of December 31, 2025. The 2024 Plan replaced the 2015 Plan which was also approved by the stockholders. No further grants will be made under the 2015 Plan.  While the stockholders approved the 2024 Plan, in July 2024, the Company continued to make grants under the 2015 Plan (as well as under the 2024 Plan) until the expiry of the 2015 Plan on August 18, 2025. The following table sets forth information about the securities authorized for issuance under our equity compensation plans as of December 31, 2025.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

See Item 11.  Executive Compensation – Employment and Consulting Agreements of this Report.

We provide indemnification to our directors and officers so that they will be free from undue concern about personal liability in connection with their service to the Company. Under our Restated Bylaws and Restated Certificate, we are required to indemnify our directors and officers to the extent permitted by Delaware law. Additionally, as part of the engagement letters and/or Independent Director Agreements with each of our directors and/or executive officers, certain indemnification provisions may require us, among other things, to indemnify our directors and executive officers for expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers.

Participation in December 2024 Registered Direct Offering

On December 5, 2024, we entered into a securities purchase agreement with several purchasers, pursuant to which we issued and sold to such purchasers, in a registered direct offering, an aggregate of (i) 22,283 shares of our common stock to certain of our directors and executive officers (collectively, the “December RDO Insiders”) at an offering price of $11.444 per share (the “December Insider Shares”), and (ii) 142,870 shares of common stock (the “December Warrant Investor Shares” and, together with the December Insider Shares, the “December 2024 Shares”), together with common stock purchase warrants to purchase up to 142,870 shares of common stock (the “Form A Warrants”) and common stock purchase warrants to purchase up to 71,435 shares of common stock (the “Form B Warrants” and, together with the Form A Warrants, the “December 2024 Warrants”), at a combined offering price of $11.444 per Warrant Investor Share and accompanying Warrants. The December RDO Insiders did not receive any Warrants in the offering. The gross proceeds received by the Company for the issuance and sale of the December 2024 Shares and the December 2024 Warrants was $1.9 million, before deducting offering expenses of $0.1 million paid by the Company.

Participation in March 2025 Registered Direct Offering

On March 24, 2025, we entered into a securities purchase agreement with several purchasers, pursuant to which we issued and sold to such purchasers, in a registered direct offering, an aggregate of (i) 118,182 shares of our common stock to certain of our directors and executive officers, and certain of our existing stockholders (collectively, the “March RDO Insiders”) at an offering price of $11.00 per share (the “March Insider Shares”), and (ii) 86,955 shares of common stock (the “March Warrant Investor Shares” and, together with the March Insider Shares, the “March 2025 Shares”), together with common stock purchase warrants to purchase up to 86,955 shares of common stock (the “March 2025 Warrants”), at a combined offering price of $11.00 per Warrant Investor Share and accompanying March 2025 Warrant, to certain other existing stockholders of the Company and new investors. The March RDO Insiders did not receive any Warrants in the offering. The gross proceeds received by the Company for the issuance and sale of the March 2025 Shares and the March 2025 Warrants was $2.3 million, before deducting offering expenses of $0.1 million paid by the Company.

Lagoda Investment Management, L.P. (“Lagoda”), a beneficial owner of more than 5% of the Company’s outstanding common stock and a related person as defined in Item 404(a) of Regulation S-K, participated in the offering through certain of its managed accounts. Such accounts purchased an aggregate of 100,000 Insider Shares for an aggregate purchase price of $1.1 million and did not receive any March 2025 Warrants. The offering was made directly to a limited number of institutional and accredited investors and was not broadly offered to all stockholders. The terms of the offering, including the purchase price and rights associated with the shares, were the same for all investors, including Lagoda’s managed accounts, except that Lagoda’s managed accounts did not receive any of the March 2025 Warrants. The participation of Lagoda in the offering was reviewed and approved by the Audit Committee of the board of directors.

Participation in August 2025 Registered Direct Offering

On August 4, 2025, we entered into a securities purchase agreement with several purchasers, pursuant to which we issued and sold to such purchasers, in a registered direct offering, an aggregate of (i) 7,813 shares of our common stock to certain of our directors and executive officers, and certain of our existing stockholders (collectively, the “August RDO Insiders”) at an offering price of $12.80 per share (the “August Insider Shares”), and (ii) 86,719 shares of common stock (the “August Warrant Investor Shares” and, together with the August Insider Shares, the “August 2025 Shares”), together with common stock purchase warrants to purchase up to 86,719 shares of common stock (the “August 2025 Warrants”), at a combined offering price of $12.80 per August Warrant Investor Share and accompanying August 2025 Warrant, to certain other existing stockholders of the Company. The August RDO Insiders did not receive any warrants in the offering. The gross proceeds received by the Company for the issuance and sale of the August 2025 Shares and the August 2025 Warrants was $1.21 million, before deducting offering expenses of $0.1 million paid by the Company.

Participation in October 2025 Confidentially Marketed Public Offering

On October 10, 2025, we entered into an underwriting agreement with Newbridge Securities Corporation (“Newbridge”) in connection with an underwritten public offering of 577,500 shares of our common stock, together with accompanying common stock purchase warrants to purchase up to an aggregate of 577,500 shares of common stock (the “October 2025 Warrants”) at a combined offering price to the public of $10.40 per share of common stock (with $0.20 allocated to the warrant), less an underwriting commission of 7.0%. The net proceeds received by the Company for the sale and issuance of the shares were approximately $5.4 million, after deducting estimated offering expenses paid by the Company, and assuming no exercise of the October 2025 Warrants.

On November 7, 2025, the Company and Newbridge entered into an amendment to the underwriting agreement to modify the terms of the over-allotment option.

Cameron Reynolds, Guy Innes and Timothy Still, each a member of our board of directors and a related person as defined in Item 404(a) of Regulation S-K, participated in the offering, and purchased an aggregate of 12,712 shares of our common stock, together with the accompanying common stock purchase warrants, for an aggregate purchase price of $132,200.  The terms of the offering, including the purchase price and rights associated with the shares and accompanying warrant, were the same for all investors, including our directors. The participation of certain of our directors in the offering was reviewed and approved by the Audit Committee of the board of directors.

Lagoda, a beneficial owner of more than 5% of the Company’s outstanding common stock and a related person as defined in Item 404(a) of Regulation S-K, participated in the offering through certain of its managed accounts. Such accounts purchased an aggregate of 53,606 shares, together with the accompanying common stock purchase warrants, for an aggregate purchase price of $557,494.

Other than the foregoing, we are not aware of any transaction to which we are a party that has occurred during the past two fiscal years, or in any currently proposed transaction, involving our directors, nominees for directors, executive officers, or any person who owned of record or was known to own beneficially more than 5% of our outstanding shares of common stock, or any associate or affiliate of such persons or companies, where such person or entity has any material interest, direct or indirect, in such transaction and that requires disclosure under Item 404(a) of Regulation S-K.

Director Independence

For purposes of determining director independence, the board of directors reviews a summary of the relationships of each director, including any of his or her family members or related parties, with the Company or management and other facts relevant to the analysis of whether the directors qualify as “independent directors” under the NYSE American Company Guide §803(A)(2). No director qualifies as independent unless the board of directors affirmatively determines that the director does not have a relationship that would interfere with the exercise of his or her independent judgment in carrying out his or her responsibilities as a director. In addition, the NYSE American Company Guide provides a non-exclusive list of persons who may not be considered independent.

The board of directors has affirmatively determined that each of Drs. Barnes, Colman and Rubin, Mss. Henshall and Nguyen, and Messrs. Still and Innes, is an independent director under the NYSE American Company Guide. In addition, the members of the Audit Committee are independent directors pursuant to the heightened independence criteria for members of Audit Committees set forth in the applicable SEC rules.

Our independent directors meet as often as is necessary to fulfill their responsibilities but at least annually in executive session without management or non-independent directors in accordance with the requirements of NYSE American Company Guide §802(c).

Policy on the Review, Approval or Ratification of Transactions with Related Persons

The Company has not adopted a separate written policy for the approval or ratification of all transactions with related parties that are required to be reported under Item 404(a) of Regulation S-K. Rather, at this time and pursuant to its existing charter, and unless otherwise provided by the board of directors, the Audit Committee of the board of directors reviews the material facts of all such transactions and either ratifies, approves or disapproves of the entry into the transaction.

No director is allowed to participate in the approval of a transaction for which he or she is a related party and the director has to provide all material information concerning the transaction to the Audit Committee.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed by our independent accountants, Sadler, Gibb & Associates LLC, for each of our last two years for the categories of services indicated.

Audit Fees

Represents the aggregate fees billed to us for each of the last two fiscal years for professional services rendered by the principal accountants for the audit of our annual financial statements and review of financial statements included in our Form 10-Q filings or services that are normally provided by the accountants in connection with statutory and regulatory filings or engagement for those fiscal years.

Audit-Related Fees

Represents the aggregate fees billed to us in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements that are not already reported in Audit Fees. These services include accounting consultations and attestation services that are not required by statute.  There were no fees billed under "Audit-Related Fees" in the last two fiscal years.

Tax Fees

Represents the aggregate fees billed to us in each of the last two fiscal years for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning. There were no fees billed under "Tax Fees" in the last two fiscal years.

All Other Fees

Represents the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountants to us, excluding those enumerated above. There were no fees billed under "All Other Fees" in the last two fiscal years.

Policy on Audit Committee Pre-approval of Audit and Permissible Non-audit Services of Independent Auditor

All audit and non-audit services by our independent registered public accounting firm are pre-approved by our Audit Committee. For audit services, the independent registered public accounting firm provides the Audit Committee with an audit plan, including proposed fees in advance of the annual audit. The Audit Committee approves the plan and fees for the audit.

Pursuant to its charter, the Audit Committee may establish pre-approval policies and procedures, subject to SEC and NYSE American rules and regulations, to approve audit and non-audit services; however, it has not yet done so.

 PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Amendment No. 1:

ITEM 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.