SEC Form SC 13G/A filed by VolitionRX Limited (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

VolitionRX Limited

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

928661107

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

CUSIP NO. 928661107

*See Item 4 for additional information.

Item 1(a). Name Of Issuer:

VolitionRX Limited (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

13215 Bee Cave Parkway

Suite 125, Galleria Oaks B

Austin, Texas 78738

Item 2(a). Name of Person Filing:

This report on Schedule 13G (this “Schedule 13G”) is being filed by Lagoda Investment Management, L.P. (the “Reporting Person”).

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address for the Reporting Person is 3 Columbus Circle, New York, NY 10019.

Item 2(c). Citizenship:

The Reporting Person is organized under the laws of the State of Delaware.

Item 2(d). Title of Class of Securities:

Common Stock, $0.001 par value per share (the “Common Stock”)

Item 2(e). CUSIP No.:

928661107

Item 3. If This Statement Is Filed Pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the Person Filing is a:

(a) [  ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) [  ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) [  ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) [  ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) [X] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) [  ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) [  ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) [  ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [  ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [  ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership:

As reported in the cover pages to this report, the ownership information with respect to the Reporting Person is as follows:

* The Reporting Person serves as the investment manager to certain managed accounts (the “Accounts”) and possesses the sole power to vote and the sole power to direct the disposition of all securities of the Issuer held by the Accounts. The general partner of the Reporting Person is Lagoda Investment Management, LLC, a Delaware limited liability company (the “General Partner”). Fatima Dickey, as the sole member of the General Partner, possesses the voting and dispositive power with respect to all securities beneficially owned by the Reporting Person.

As of December 31, 2023, the Accounts held 3,728,600 shares of Common Stock. Based on information disclosed in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 14, 2023, there were 78,685,873 shares outstanding as of November 7, 2023. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Person beneficially owns 3,728,600 shares of Common Stock held in the aggregate by the Accounts.

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

Item 6. Ownership of More Than Five Percent on Behalf of Another Person:

Not Applicable.

Not Applicable.

Item 8. Identification and Classification of Members of the Group:

Not Applicable.

Item 9. Notice of Dissolution of Group:

Not Applicable.

Item 10. Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.

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.

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001).