VOLITIONRX LIMITED

(Exact name of registrant as specified in its charter)

Delaware

91-1949078

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Agents and Corporations, Inc.

1201 Orange Street, Suite 600

Wilmington, DE 19801

+1 (800) 759-2248

Shares Beneficially

Owned Prior to this

Offering

Number of

Shares Being

Shares Beneficially

Owned Upon

Completion of the

Offering⁽¹⁾

Name of Selling Stockholder

Number

Percent

Offered

Number

Percent

Lind Global Asset Management XII LLC⁽²⁾

⁽²⁾

Total:

(1)

Assumes all the shares of Common Stock offered hereby are sold by the selling stockholder, such sales are to persons who are not affiliates of the selling stockholder, and the selling stockholder does not acquire beneficial ownership of any other shares of our Common Stock prior to completion of the offering.

(2)

Beneficial ownership reflected in the table consists of the following shares of Common Stock acquirable upon conversion, repayment, or exercise of the Notes and Warrants held by the selling stockholder: (i) 5,251,150 shares of Common Stock which are issuable upon conversion or repayment of the 2025 Lind Note and calculated assuming conversion on August 27, 2026 based upon 90% of the average of the three lowest VWAPs during the 20 trading days prior to such date, (ii) 651,042 shares of Common Stock, which are issuable upon exercise of the 2025 Lind Warrant, at an exercise price of $2.015 per share as adjusted pursuant to the down-round provisions described below, (iii) 6,182,649 shares of Common Stock, which are issuable upon conversion or repayment of the 2026 Lind Note and calculated assuming conversion on August 27, 2026 based upon 90% of the average of the three lowest VWAPs during the 20 trading days prior to such date, and (iv) 350,018 shares of Common Stock, which are issuable upon exercise of the 2026 Lind Warrant, at an exercise price of $2.015 per share as adjusted pursuant to the down-round provisions described below. The selling stockholder does not currently hold any shares of Common Stock. Shares of Common Stock previously received by the selling stockholder in connection with installment and conversion payments under the Notes have been disposed of by the selling stockholder and are not reflected in this table. The exercise price of the 2025 Lind Warrant and the 2026 Lind Warrant, and the Conversion Price of the 2026 Lind Note, were reduced pursuant to down-round anti-dilution provisions as a result of the Company's June 2026 public offering at $1.55 per share, and the outstanding principal amount of each of the 2025 Lind Note and the 2026 Lind Note was increased by an aggregate of $623,333 as a result of a market capitalization default that occurred on May 8, 2026. The Notes and Warrants contain provisions preventing the conversion or exercise thereof to the extent such conversion or exercise would cause the holder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of the Company's then outstanding shares of Common Stock (or 9.99% of the Company's then outstanding shares of Common Stock to the extent that the holder, together with its affiliates, beneficially owns in excess of 4.99% of shares of the Company's then outstanding shares of Common Stock at the time of such exercise or conversion) (the "Contractual Limitation"). In addition, the Notes and Warrants contain provisions preventing the number of shares of Common Stock issuable upon conversion or exercise thereof, if such conversion or exercise would result in the holder obtaining greater than 19.99% of the Company's voting securities (the "19.99% Limitation"). At a special meeting held on March 31, 2026, we received stockholder approval for conversion and/or exercise of the Notes and Warrants in excess of 19.99% of our voting securities terminating and the 19.99% Limitation. Notwithstanding the termination of the 19.99% Limitation, the Contractual Limitation remains in place. The number of shares of Common Stock set forth in (i) the second and fifth column in the table above do not give effect to the Contractual Limitation, and (ii) the third and sixth column in the table above gives effect to the Contractual Limitation. A separate registration statement on Form S-3 filed with the SEC (File No. 333-288508) registers for resale an aggregate of 1,171,875 shares of Common Stock underlying the 2025 Lind Note and the 2025 Lind Warrant; another registration statement on Form S-3 filed with the SEC (File No. 333-293314) registers for resale an aggregate of 850,018 shares of Common Stock underlying the 2026 Note and the 2026 Lind Warrant; and an additional registration statement on Form S-3 filed with the SEC (File No. 333-297402) registers for resale an aggregate of 3,306,607 shares of Common Stock underlying the Notes. The Notes and the Warrants are directly owned by Lind. Jeff Easton is the Managing Member of The Lind Partners, LLC, which is the Investment Manager of Lind, and in such capacity has the right to vote and dispose of the securities held by Lind. Mr. Easton disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The address for Lind is 444 Madison Avenue, 41^st Floor, New York, NY 10022.

VOLITIONRX LIMITED

By:

/s/ Cameron Reynolds

Cameron Reynolds

President and Chief Executive Officer

Signature

Title

Date

/s/ Cameron Reynolds

President, Chief Executive Officer and Director

September 8, 2026

Cameron Reynolds

(Principal Executive Officer)

*

Chief Financial Officer and Treasurer

September 8, 2026

Terig Hughes

(Principal Financial and Accounting Officer)

*

Secretary

September 8, 2026

Rodney Gerard Rootsaert

*

Director

September 8, 2026

Guy Innes

*

Director

September 8, 2026

Dr. Alan Colman

*

Director

September 8, 2026

Dr. Phillip Barnes

*

Director

September 8, 2026

Kim Nguyen

*

Director

September 8, 2026

Dr. Ethel Rubin

*

Director

September 8, 2026

Timothy Still

*By:

/s/ Cameron Reynolds

Cameron Reynolds

Attorney-in-Fact

September 8, 2026