SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on September 16, 2026
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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VolitionRx Limited (Name of Issuer) | |
Common Stock, par value $0.001 per share (Title of Class of Securities) | |
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Jason A. Ozone Lagoda Investment Management, L.P., 3 Columbus Circle, Floor 15 New York, NY, 10019 (212) 309-7660 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | |
09/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 928661206 |
| 1 |
Name of reporting person
Lagoda Investment Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,650,505.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
See Item 2 of the Schedule 13D for additional information.
SCHEDULE 13D
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| CUSIP Number(s): | 928661206 |
| 1 |
Name of reporting person
Lagoda Investment Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,650,505.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
See Item 2 of the Schedule 13D for additional information.
SCHEDULE 13D
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| CUSIP Number(s): | 928661206 |
| 1 |
Name of reporting person
Fatima Dickey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,650,505.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 2 of the Schedule 13D for additional information.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
VolitionRx Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
1489 West Warm Springs Road, Suite 110, Henderson,
NEVADA
, 89014. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 4, 2026 (the "Schedule 13D"). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Schedule 13D. Except as specifically amended by this Amendment, the Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | Not amended. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Not amended. | ||
| Item 4. | Purpose of Transaction | |
Not amended. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Amendment, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 1,650,505 shares of Common Stock, consisting of (i) 1,479,450 shares of Common Stock held in the Accounts and (ii) warrants exercisable for an aggregate of 171,055 shares of Common Stock held in the Accounts. The aggregate holdings reported herein represent approximately 5.9% of the outstanding Common Stock, calculated in accordance with Rule 13d-3 of the Securities Exchange Act based on (x) 27,903,326 shares of Common Stock outstanding as of September 14, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2026, plus (y) 171,055 shares of Common Stock issuable upon exercise of warrants deemed beneficially owned by the Reporting Persons. | |
| (b) | See rows (7) through (10) of the cover pages to this Amendment, which are incorporated herein by reference. | |
| (c) | On September 16, 2026, the Investment Manager sold 1,500 shares of Common Stock in an open-market transaction at a price of $0.2855 per share.
Except as set forth above, the Reporting Persons have not effected any other transactions in the Common Stock since September 4, 2026. | |
| (d) | Not amended. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not amended. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Not amended. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Not applicable. |