On August 4, 2025 VolitionRx Limited (NYSE AMERICAN: VNRX) ("Volition" or the "Company"), a multi-national epigenetics company, reported that it has entered into definitive agreements for the purchase and sale of (i) 156,250 shares of its common stock to certain directors and executive officers of the Company (collectively, the "Insiders") at an offering price of $0.64 per share, and (ii) 1,734,375 shares of its common stock, together with common stock purchase warrants to purchase up to 1,734,375 shares of common stock (individually, a "Warrant" and collectively, the "Warrants"), to certain other existing stockholders of the Company at a combined offering price of $0.64 per share and accompanying Warrant (Press release, VolitionRX, AUG 4, 2025, View Source [SID1234654733]). Each Warrant has an exercise price per share of $0.768, and is exercisable immediately upon issuance, and expires five years from the issuance date.

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The Insiders (purchasers of 156,250 shares) will not receive any Warrants in the offering.

The securities will be issued and sold in the offering by the Company directly to the investors and without a placement agent. The offering is expected to close on or about August 5, 2025, subject to the satisfaction of customary closing conditions.

The aggregate gross proceeds from the offering to the Company are expected to be $1.21 million, before deducting estimated offering expenses payable by the Company, assuming no exercise of the Warrants. The additional gross proceeds to the Company from the Warrants, if such Warrants are fully exercised, will be approximately $1.3 million. However, no assurance can be given that any of these Warrants will be exercised. Volition expects to use the net proceeds of the offering for research and continued product development, clinical studies, product commercialization, working capital and other general corporate purposes, including potential strategic acquisitions.

The securities described above are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-283088) that was filed with the Securities and Exchange Commission (the "SEC") on November 8, 2024, as amended on April 11, 2025, and declared effective by the SEC on April 18, 2025. The offering is being made only by means of a prospectus supplement and accompanying base prospectus relating to the offering that form a part of the shelf registration statement. The prospectus supplement and accompanying base prospectus relating to the offering will be filed with the SEC and may be obtained, when filed, on the SEC’s website located at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.