VOLITIONRX LTD 8-K

What Happened

• VolitionRx Ltd (VNRX) announced that its shareholders approved giving the board authority to amend the Restated Certificate to effect a reverse stock split, and the board has set the split at one-for-twenty. The split was approved at a special meeting on March 31, 2026; the company filed the related 8-K April 1, 2026. The Reverse Stock Split is expected to become effective at 12:01 a.m. ET on April 28, 2026, and shares will trade on a split-adjusted basis at the market open that day. The company says the action is being taken in consideration of terms of financings with Lind Global Asset Management XII LLC consummated May 20, 2025 and January 15, 2026.

Key Details

• Reverse split ratio: 1-for-20 (every 20 existing shares automatically converted into 1 new share).
• Effective date/time: 12:01 a.m. ET on April 28, 2026; split-adjusted trading begins at market open April 28, 2026.
• Fractional shares: no fractional shares will be issued; holders who would receive a fractional share of common stock will receive one whole share instead; outstanding warrants, options, equity awards and other instruments will be rounded up to the next whole share or, if applicable, paid in cash per their terms.
• Adjustments: proportionate adjustments will be made to outstanding equity incentive awards under the 2015 and 2024 Stock Incentive Plans, warrants, convertible notes, and shares available under the 2024 Stock Incentive Plan.

Why It Matters

• The reverse split will reduce the company’s outstanding share count by a 20-to-1 ratio and proportionally increase the per-share price (all else equal). Holders’ percentage ownership should remain substantially unchanged aside from effects of rounding and adjustments.
• Rounding-up provisions for common shares and other instruments could result in issuance of additional whole shares (and modest dilution) compared with a pure fractional cash-out. Options, warrants and convertible instruments will be adjusted so their economic terms remain consistent post-split.
• Investors should note the effective date (April 28, 2026) for trading changes and review their holdings, outstanding warrants/options, and any financing documents or plan notices for details on how their positions will be treated. The filing’s Item 8.01 reference in the submitted 8-K was truncated in the excerpt provided and did not add further material detail beyond the reverse split specifics.