Volitionrx Limited (VNRX) Prices $21.5M Share and Warrant Offering

VolitionRx Limited (NYSE: VNRX) announced today that it has entered into definitive agreements for the purchase and sale of 12,727,273 shares of its common stock (or common stock equivalents in lieu thereof) and milestone-linked warrants, composed of series A warrants to purchase up to 12,727,273 shares of common stock and series B warrants to purchase up to 12,727,273 shares of common stock, at an offering price of $0.55 per share (or common stock equivalent in lieu thereof) and accompanying warrants. The offering is expected to close on or about August 12, 2024, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The milestone-linked series A warrants have an exercise price of $0.57 per share, are exercisable six months following issuance and will expire on the earlier of (i) two years following the initial exercise date and (ii) 60 days following the Company's announcement of one or more significant agreements to develop and commercialize a product, technology or process in the human space with milestone payments. The milestone-linked series B warrants have an exercise price of $0.57 per share, are exercisable six months following issuance and will expire on the earlier of (i) five years following the initial exercise date and (ii) 6 months following the Company's announcement of its or a third party's receipt of the first FDA approval of a product, technology, or process in the human space utilizing the Company's intellectual property.

The aggregate gross proceeds from the offering to the Company are expected to be approximately $7 million, before deducting the placement agent's fees and other estimated offering expenses payable by the Company. The potential additional gross proceeds to the Company from the milestone-linked warrants, if fully-exercised on a cash basis, will be approximately $14.5 million. No assurance can be given that any of such milestone-linked 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.

The securities described above are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-259783) that was filed with the Securities and Exchange Commission (the "SEC") on September 24, 2021, as amended on November 4, 2021, and declared effective by the SEC on November 8, 2021. The offering is being made only by means of a prospectus supplement and accompanying base prospectus that form a part of the shelf registration statement. A final 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. Electronic copies of the final prospectus supplement and accompanying base prospectus relating to the offering may also be obtained, when filed, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

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.

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