vnrx_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36833

VolitionRx Limited

(Exact name of registrant as specified in its charter)

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

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

+1 (646) 650–1351

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

As of May 6, 2024, there were 82,815,121 shares of the registrant’s $0.001 par value common stock issued and outstanding.

VOLITIONRX LIMITED

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS ENDED MARCH 31, 2024

TABLE OF CONTENTS

			PAGE
PART I	FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS (UNAUDITED)	4

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		27

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		33

Item 4.	CONTROLS AND PROCEDURES		33

PART II	OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS		35

Item 1A.	RISK FACTORS		35

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		35

Item 3.	DEFAULTS UPON SENIOR SECURITIES		35

Item 4.	MINE SAFETY DISCLOSURES		35

Item 5.	OTHER INFORMATION		35

Item 6.	EXHIBITS		36

SIGNATURES			37

Use of Terms

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

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

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, or this Report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which statements are subject to considerable risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report or incorporated by reference into this Report are forward-looking statements. These statements include, among other things, statements regarding predictions of earnings, revenues, expenses or other financial items; plans or expectations with respect to our development activities or business strategy; clinical studies and results; industry trends; anticipated demand for our products, or the products of our competitors; manufacturing forecasts, and the potential impact of our relationship with contract manufacturers and original equipment manufacturers on our business; the commercialization of our products and the relationships and anticipated outcome of our engagements with our licensors; the future cost and potential benefits of our research and development efforts; forecasts of our liquidity position or available cash resources; our anticipated use of our cash reserves; the impact of pending litigation; and statements relating to the assumptions underlying any of the foregoing. Throughout this Report, we have attempted to identify forward-looking statements by using words such as “may,” “believe,” “will,” “could,” “project,” “anticipate,” “expect,” “estimate,” “should,” “continue,” “potential,” “plan,” “forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words or expressions or the negative thereof (although not all forward-looking statements contain these words).

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

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

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

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

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

		Page

Condensed Consolidated Balance Sheets		5

Condensed Consolidated Statements of Operations and Comprehensive Loss		6

Condensed Consolidated Statements of Stockholders’ Deficit		7

Condensed Consolidated Statements of Cash Flows		8

Notes to the Condensed Consolidated Financial Statements		9

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VOLITIONRX LIMITED

Condensed Consolidated Balance Sheets

(Expressed in United States Dollars, except share numbers)

	March 31,			December 31,
	2024			2023
	$			$
ASSETS	(UNAUDITED)
Current Assets
Cash and cash equivalents		11,772,163			20,729,983
Accounts receivable		133,500			242,617
Prepaid expenses		1,094,287			521,370
Other current assets		470,103			360,125
Total Current Assets		13,470,053			21,854,095

Property and equipment, net		5,180,551			5,523,013
Operating lease right-of-use assets		569,163			549,504
Intangible assets, net		215,133			23,886
Total Assets		19,434,900			27,950,498

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable		3,527,673			3,211,287
Accrued liabilities		3,305,316			3,928,761
Deferred revenue		23,000,000			23,000,000
Management and directors’ fees payable		60,246			59,625
Current portion of long-term debt		1,149,944			1,207,007
Current portion of finance lease liabilities		47,875			48,570
Current portion of operating lease liabilities		201,047			199,323
Current portion of grant repayable		54,700			55,855
Warrant liability		145,571			126,649
Total Current Liabilities		31,492,372			31,837,077

Long-term debt, net of current portion		3,372,568			3,624,860
Finance lease liabilities, net of current portion		379,667			400,022
Operating lease liabilities, net of current portion		396,376			378,054
Grant repayable, net of current portion		413,968			422,707
Total Long-Term Liabilities		4,562,579			4,825,643
Total Liabilities		36,054,951			36,662,720

Stockholders' Deficit
Common Stock
Authorized: 100,000,000 shares of common stock, at $0.001 par value per share
Issued and outstanding: 82,108,972 shares and 81,898,321 shares, respectively		82,109			81,898
Additional paid-in capital		194,997,353			194,448,414
Accumulated other comprehensive income		258,966			243,940
Accumulated deficit		(210,943,895	)		(202,576,507	)
Total VolitionRx Limited Stockholders' Deficit		(15,605,467	)		(7,802,255	)
Non-controlling interest		(1,014,584	)		(909,967	)
Total Stockholders’ Deficit		(16,620,051	)		(8,712,222	)

Total Liabilities and Stockholders’ Deficit		19,434,900			27,950,498

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

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VOLITIONRX LIMITED

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(Expressed in United States Dollars, except share numbers)

	Three Months Ended March 31,
	2024			2023
	$			$
Revenues
Service		39,776			5,356
Product		131,759			144,452
Total Revenues		171,535			149,808

Operating Expenses
Research and development		4,629,527			4,905,678
General and administrative		2,253,743			2,581,703
Sales and marketing		1,672,769			1,707,457
Total Operating Expenses		8,556,039			9,194,838

Operating Loss		(8,384,504	)		(9,045,030	)

Other Income (Expenses)
Grant income		-			165,795
Interest income		8,654			57,648
Interest expense		(77,233	)		(51,322	)
Loss on change in fair value of warrant liability		(18,922	)		-

Total Other Income (Expenses)		(87,501	)		172,121

Net Loss		(8,472,005	)		(8,872,909	)
Net Loss attributable to Non-Controlling Interest		104,617			93,361
Net Loss attributable to VolitionRx Stockholders		(8,367,388	)		(8,779,548	)

Other Comprehensive Income (Loss)
Foreign currency translation adjustments		15,026			(56,478	)

Net Comprehensive Loss		(8,456,979	)		(8,929,387	)

Net Loss Per Share – Basic and Diluted attributable to VolitionRx Stockholders		(0.10	)		(0.15	)

Weighted Average Shares Outstanding – Basic and Diluted		81,956,660			60,176,975

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

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VOLITIONRX LIMITED

Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited)

(Expressed in United States Dollars, except share numbers)

For the Three Months Ended March 31, 2024 and March 31, 2023

										Accumulated
							Additional			Other						Non -
	Common Stock						Paid-in			Comprehensive			Accumulated			Controlling
	Shares			Amount			Capital			Income (Loss)			Deficit			Interest			Total
	#			$			$			$			$			$			$
Balance, December 31, 2023		81,898,321			81,898			194,448,414			243,940			(202,576,507	)		(909,967	)		(8,712,222	)
Common stock issued for cash, net of issuance costs		13,350			13			15,721			-			-			-			15,734
Common stock issued for settlement of RSUs		68,169			69			(69	)		-			-			-			-
Common stock issued in lieu of license fee		129,132			129			125,129			-			-			-			125,258
Stock-based compensation		-			-			411,220			-			-			-			411,220
Tax withholdings paid related to stock-based compensation		-			-			(3,062	)		-			-			-			(3,062	)
Foreign currency translation		-			-			-			15,026			-			-			15,026
Net loss for the period		-			-			-			-			(8,367,388	)		(104,617	)		(8,472,005	)
Balance, March 31, 2024		82,108,972			82,109			194,997,353			258,966			(210,943,895	)		(1,014,584	)		(16,620,051	)

										Accumulated
							Additional			Other						Non -
	Common Stock						Paid-in			Comprehensive			Accumulated			Controlling
	Shares			Amount			Capital			Income (Loss)			Deficit			Interest			Total
	#				$		$				$		$				$		$
Balance, December 31, 2022		57,873,379			57,873			164,397,468			227,097			(167,257,429	)		(551,971	)		(3,126,962	)
Common stock issued for cash		5,224,703			5,225			8,422,430			-			-			-			8,427,655
Common stock issued for settlement of RSUs		26,978			27			(27	)		-			-			-			-
Common stock repurchased		(13,294	)		(13	)		(31,759	)											(31,772	)
Stock-based compensation		-			-			693,657			-			-			-			693,657
Tax withholdings paid related to stock-based compensation		-			-			(14,336	)		-			-			-			(14,336	)
Foreign currency translation		-			-			-			(56,478	)

SEC Form 10-Q filed by VolitionRX Limited