SEC Form SC 13D/A filed

(3)Based on (i) 48,064,575 issued and outstanding shares of Company common stock as of September 30, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2020, plus (ii) 3,809,524 shares of Company common stock sold pursuant to an Underwriting Agreement with Cantor Fitzgerald & Co., as reported in the Company’s Prospectus Supplement, filed with the SEC on February 11, 2021, plus (iii) 851,051 shares of Company common stock sold after September 30, 2020, pursuant to an Equity Distribution Agreement with Oppenheimer & Co. Inc., as reported in the Company’s Prospectus Supplement, filed with the SEC on February 11, 2021. 

Explanatory Note:

Mr. Innes previously filed a statement of beneficial ownership with the Securities and Exchange Commission with respect to the common stock, par value $0.001 per share (“Common Stock”), of VolitionRx Limited (the “Company”), on Schedule 13D pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-1 thereunder. On November 9, 2018, Mr. Innes filed Amendment No. 1 to the original statement to report his beneficial ownership expressed as a percentage of issued and outstanding shares of Common Stock had declined below five percent (5%). On February 11, 2019, Mr. Innes filed Amendment No. 2 to the original statement to report his beneficial ownership expressed as a percentage of issued and outstanding shares of Common Stock had increased above five percent (5%).

While Mr. Innes’s beneficial ownership has increased to 1,925,701 shares of Common Stock from 1,875,701 shares of Common Stock reported in the Schedule 13D/A filed on February 11, 2019, as a result of dilution from additional issuances of Common Stock by the Company since such date (as opposed to dispositions of shares by Mr. Innes), his beneficial ownership expressed as a percentage of issued and outstanding shares of Common Stock has (i) decreased by more than one percent (1%) from the prior filing and (ii) decreased below 5% of the Company’s outstanding shares.

Item 1. Security and Company 

This Schedule 13D/A (this “Statement”) relates to shares of Common Stock of the Company that are beneficially owned by Mr. Innes. The Company is a multi-national epigenetics company that applies its Nucleosomics^TM platform through its subsidiaries to develop simple, easy to use, cost-effective blood tests to help diagnose a range of cancers and other diseases. The Company tests are based on the science of Nucleosomics^TM, which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid - since changes in these parameters are an indication that disease is present. The Company’s principal executive offices are located at 13215 Bee Cave Parkway, Suite 125 Galleria Oaks B, Austin, TX 78738.

Item 2. Identity and Background 

(a)Name 

Guy Archibald Innes, an individual.

(b)Business Address 

The business address for Mr. Innes is 13215 Bee Cave Parkway, Suite 125 Galleria Oaks B, Austin, TX 78738.

(c)Principal Business 

Mr. Innes is a director of the Company. The Company is a multi-national epigenetics company that applies its Nucleosomics^TM platform through its subsidiaries to develop simple, easy to use, cost-effective blood tests to help diagnose a range of cancers and other diseases. The Company tests are based on the science of Nucleosomics^TM, which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid - since changes in these parameters are an indication that disease is present. The Company’s principal executive offices are located at 13215 Bee Cave Parkway, Suite 125 Galleria Oaks B, Austin, TX 78738.

(d)-(e)No Convictions or Proceedings 

During the last five years, Mr. Innes has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, Mr. Innes has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)Citizenship 

Mr. Innes is a citizen of the United Kingdom.

Item 3. Source and Amount of Funds or Other Consideration 

Common Stock

On August 14, 2020, Mr. Innes used approximately $82,500 in personal funds to exercise options to purchase 30,000 shares of Common Stock.

Options

The options to purchase 135,000 shares of Common Stock that are exercisable within the next 60 days were received, at no cost, by Mr. Innes on July 23, 2015, April 15, 2016, March 30, 2017, January 23, 2018, February 11, 2019 and April 13, 2020, respectively.

Item 4. Purpose of Transaction 

Mr. Innes holds his shares of Common Stock for investment purposes. Mr. Innes may, from time to time, depending on market conditions and other considerations, purchase additional shares or dispose of some or all of the shares held by him.

(a)Mr. Innes has been granted options to purchase 135,000 shares of Common Stock. At the time of this Statement 135,000 options are exercisable within the next 60 days.  

Mr. Innes has no current plans or proposals which relate to, or may result in, any of the matters listed in Items 4(b)-(j) of Schedule 13D. However, in his capacity as a director of the Company, Mr. Innes has an active role in the oversight of the Company’s management and therefore, may have general knowledge about one or more of the items listed under (a)–(j) of this Item.

Item 5. Interest in Securities of the Company 

(a) and (b)

As of the date hereof, the beneficial ownership of Common Stock by Mr. Innes is as follows (based upon 52,725,150 shares of Common Stock issued and outstanding, which number is based on: (i) 48,064,575 issued and outstanding shares of Company common stock as of September 30, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2020, plus (ii) 3,809,524 shares of Company common stock sold pursuant to an Underwriting Agreement with Cantor Fitzgerald & Co., as reported in the Company’s Prospectus Supplement, filed with the SEC on February 11, 2021, plus (iii) 851,051 shares of Company common stock sold after September 30, 2020, pursuant to an Equity Distribution Agreement with Oppenheimer & Co. Inc., as reported in the Company’s Prospectus Supplement, filed with the SEC on February 11, 2021):

Mr. Innes has (i) sole investment and voting power with respect to 1,519,975 shares of Common Stock and may be deemed to have (ii) shared investment or voting power with respect to (A) 49,726 shares of Common Stock held by the Trust, which is not a separate legal entity, of which Mr. Innes serves as the trustee, and (B) 356,000 shares of Common Stock held by DFET, of which Mr. Innes serves as director and trustee. In aggregate, Mr. Innes may be deemed to beneficially own 1,925,701 shares of Common Stock, which reflects an approximate 3.7% beneficial ownership of the Company.

The Dill Faulkes Educational Trust Limited

DFET is a private company limited by guarantee without share capital and has been registered on the England & Wales Charity Register since its foundation in 1998. Its principal business is serving as an educational trust to provide funding for projects that would enhance the public understanding of science and mathematics, in particular, as well as providing scholarships and bursaries and the address of its principal office is 1st Floor Sackville House, 143-149 Fenchurch Street, London, EC3M 6BN.

During the last five years, DFET has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, DFET has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Martin Charles Faulkes

Martin Charles Faulkes, an individual, serves as the chairman and is also a director and trustee of DFET and has a business address of 13215 Bee Cave Parkway, Suite 125 Galleria Oaks B, Austin, TX 78738. Dr. Faulkes is a citizen of the United Kingdom and is a director of the Company. During the last five years, Dr. Faulkes has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, Dr. Faulkes has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Edward Futcher

Edward Futcher, an individual, serves as a director and trustee of DFET and has a business address of 13215 Bee Cave Parkway, Suite 125 Galleria Oaks B, Austin, TX 78738. Dr. Futcher is a citizen of the United Kingdom and is a director of the Company. During the last five years, Dr. Futcher has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, Dr. Futcher has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(c)None. 

(d)DFET has multiple trustees, including Mr. Innes, Dr. Faulkes and Dr. Futcher, each of whom share the dispositive and voting power over the 356,000 shares of Common Stock held by DFET. 

(e)Mr. Innes ceased to be the beneficial owner of more than five percent of the Company’s outstanding Common Stock on or about February 12, 2021. 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company 

Not applicable.

Item 7. Material to be Filed as Exhibits 

Not applicable.

SIGNATURES

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.

Date: March 1, 2021

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.