VolitionRx Ltd美国招股说明书（2025年4月22日版）

PROSPECTUS SUPPLEMENT(To Prospectus datedApril 18, 2025) VOLITIONRX LIMITEDCommon Stock We have entered into a Capital on Demand™ Sales Agreement, dated April 22, 2025, or the Sales Agreement, with JonInstitutional Services LLC, or Jones, relating to the issuance and sale of our common stock offered by this prospectus suppleaccompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stockaggregate offering price of up to $7,500,000 from time to time through Jones acting as our agent or principal.The Sales Agreement s 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 prospe 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 thoffering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, or in privately ntransactions. Jones, acting as our sales agent, or the Sales Agent, is not required to sell any specific amount, but will use comreasonable efforts to sell on our behalf all of the shares requested to be sold by us, consistent with its normal trading and sales pra The Sales Agent will be entitled to compensation at a fixed commission rate of up to 3.0% of the respective gross sales pricesold as sales agent under the Sales Agreement. In connection with the sale of our common stock on our behalf, the Sales Agent will bto be an “underwriter” within the meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be undcommissions. We have also agreed to provide rights of indemnification and contribution to the Sales Agent with respect to certain 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 PAGE Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovsecurities being offered by this prospectus or accompanying prospectus, or determined if this prospectus or accompanying pro The date of this prospectus supplement is April 22, 2025 Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that was filed with the Securities and Exchange Commission, orusing a “shelf” registration process. Under the shelf registration statement, we may, from time to time, offer and sell, either individucombination, in one or more offerings shares of our common stock, warrants, or units, having an aggregate offering price of up to $100 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 previo This prospectus supplement may add, update or change information contained in the accompanying prospectus. To the extentconflict between the information contained in this prospectus supplement and the accompanying prospectus, you should rely on incontained in this prospectus supplement, provided that if any statement in, or incorporated by reference into, one of these docinconsistent with a statement in another document having a later date, the statement in the document having the later date m 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 inform