VolitionRx Ltd美股招股说明书(2025-04-22版)

This prospectus supplement should be read in conjunction with the accompanying prospectus, and is qualified by referencexcept to the extent that the information herein amends or supersedes the information contained in the accompanying prospeprospectus supplement is not complete without, and may only be delivered or utilized in connection with, the accompanying prosp any future amendments or supplements thereto.Our common stock is listed on the NYSE American market, or the NYSE American, and traded under the symbol “VNRX.”21, 2025, the last reported sale price of our common stock as reported on NYSE American was $0.478 per share.Sales of our common stock, if any, under this prospectus may be made in one or more sales, each deemed to be an “at th mutually agreed terms between the Sales Agent and us. There is no arrangement for funds to be received in any escrow, trustarrangement.The Sales Agent will be entitled to compensation at a fixed commission rate of up to 3.0% of the respective gross sales price commissions. We have also agreed to provide rights of indemnification and contribution to the Sales Agent with respect to certainincluding certain liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or Exchange Act. SeeDistribution.” As of the date hereof, the aggregate market value of our common stock held by non-affiliates pursuant to General InstructioFormS-3 is $59,681,772.89, which was calculated based on 93,369,482 shares of our common stock outstanding held by non-affiliprice of $0.6392 per share, the closing price of our common stock on February 27, 2025, which is the highest closing sale price of ourstock on NYSE American within 60 days of filing our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, or oReport. As of the date of this prospectus supplement, we have not sold any securities pursuant to General Instruction I.B.6 of FormSthe 12 calendar months prior to, and including, the date of this prospectus supplement. Pursuant to General Instruction I.B.6 of Form INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CARTHE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGETHISPROSPECTUS SUPPLEMENT AND PAGE 10 OF OUR ANNUAL REPORT,AS WELL AS THE RISKUNCERTAINTIES DESCRIBED IN THE OTHER DOCUMENTS WE FILE WITH THE SEC. GENERAL DESCRIPTION OFSECURITIES DESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERS ii combination, in one or more offerings shares of our common stock, warrants, or units, having an aggregate offering price of up to $100Under this prospectus supplement, we may offer and sell shares of our common stock having an aggregate offering price of up to $from time to time at prices and terms to be determined by market conditions at the time of offering.This prospectus supplement relates to a Sales Agreement we entered into with Jones, dated April 22, 2025, and is unrelaprevious equity distribution agreement with Jefferies LLC dated May 20, 2022, or previous equity distribution agreement. Such previodistribution agreement and offering of our common stock terminated effective April 20, 2025. You should rely only on the information contained in this prospectus supplement, the accompanying prospectus, anyincorporated by reference herein, or any free writing prospectuses we may provide to you in connection with this offering. Neither wSales Agent has authorized anyone to provide you with any different information. We take no responsibility for, and can provide no asto the reliability of, any other information that others may provide to you. The information contained in this prospectus suppleaccompanying prospectus, and in the documents incorporated by reference herein or therein, is accurate only as of the date such info and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the commin certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplethe accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stocdistribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplemenaccompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the shares ostock to which they relate, nor does this prospectus supplement and the accompanying prospectus constitute an offer to sell or the solian offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction reliable sources, the accuracy and completeness of such information is not guaranteed, and we have not independently verified any ocontained in these third-party sources.S-1 with the u