UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 2328, 2026

VolitionRx Limited

(Exact name of registrant as specified in its charter)

Delaware	001-36833	91-1949078
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

1489 West Warm Springs Road, Suite 110

Henderson, Nevada 89014

(Address of principal executive offices and zip code)

+1 (512) 774-8930

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
Common Stock, par value $0.001 per share		VNRX		NYSE American, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.0103. ~~Notice~~Material ofModification ~~Delisting or Failure~~ to ~~Satisfy~~Rights ~~a Continued Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

AsThe ~~previously~~information ~~disclosed~~set ~~under~~forth in Item 35.0103 of ~~the~~this Current Report on Form 8-K ~~filed with the Securities and Exchange Commission on February 9, 2026, VolitionRx Limited~~ (~~the~~this “~~Company”)~~Current ~~received a notice (the “Notice~~Report”) ~~from the NYSE American LLC (the “NYSE American”)~~ ~~indicating~~is ~~that~~incorporated ~~the~~by ~~Company~~reference was not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”) requiring a company to have stockholders’ equity of at least $2herein.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’ equity at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Notice also indicated that the Company was not currently eligible for any exemption in Section 1003(a) of the Company Guide (including the exemption provided for companies with total value of market capitalization exceeding $50 million among other things).

~~The~~Item ~~Company~~5.03. ~~was~~Amendments ~~required~~ to ~~submit~~Articles ~~a plan to the NYSE American by March 8, 2026, advising~~ of ~~actions~~Incorporation ~~it has taken~~ or ~~will~~Bylaws; ~~take~~Change toin ~~regain~~Fiscal ~~compliance with the continued listing standards by August 6, 2027~~Year. ~~The Company submitted a plan prior to the deadline.~~

OnAs ~~April~~previously 22announced, at a special meeting held on March 31, 2026, the ~~Company~~stockholders ~~received~~of aVolitionRx ~~notification~~Limited (the “~~Acceptance Letter~~Company”) ~~from~~approved ~~the~~a ~~NYSE~~proposal ~~American~~granting ~~that~~ the Company’s ~~previously~~board ~~submitted~~of ~~plan~~directors (the “Board”) the authority to ~~regain~~exercise ~~compliance~~its ~~with~~discretion ~~the~~to ~~NYSE~~amend ~~American~~the Company’s ~~listing~~Second ~~standards~~Amended and Restated Certificate of Incorporation (the “~~Plan~~Restated Certificate”), ~~was~~to ~~accepted.~~effect Ina reverse stock split (the ~~Acceptance~~“Reverse ~~Letter,~~Stock Split”) of the ~~NYSE~~outstanding ~~American~~shares ~~granted~~of the Company’s ~~until~~common ~~August 6~~stock, ~~2027~~par value $0.001 per share (the “~~Plan~~Common ~~Period~~Stock”), with the specific ratio to ~~regain~~be ~~compliance~~determined ~~with~~by the ~~continued~~Board ~~listing~~within ~~standards~~the range that was approved by the stockholders of the Company in connection therewith. The Board subsequently approved the Reverse Stock Split at a ratio of one-for-twenty.

~~During~~On ~~the~~April ~~Plan~~27, ~~Period~~2026, the Company ~~will~~filed bea ~~subject~~Certificate toof ~~periodic~~Third ~~review~~Amendment byof the ~~NYSE~~Second ~~American~~Amended onand ~~its~~Restated ~~progress~~Certificate ~~with~~of Incorporation (the ~~goals~~“Certificate ~~and~~of ~~initiatives~~Amendment”) ~~outlined~~with in the ~~Plan.~~Delaware ~~The~~Secretary ~~Company~~of ~~intends~~State, towhich ~~take~~amended ~~all~~Section ~~reasonable~~6.1 ~~measures~~of ~~available~~Article to6 ~~regain~~of ~~compliance~~the ~~with~~Restated ~~Sections 1003(a)(i)~~Certificate, ~~(ii)~~effective ~~and~~as ~~(iii)~~ of ~~the~~12:01 ~~Company~~a.m. ~~Guide~~ET ~~during~~on ~~the~~April ~~Plan~~28, ~~Period.~~2026, Ifto ~~the~~(i) ~~Company~~give ~~does~~effect ~~not~~to ~~regain compliance with~~ the ~~NYSE~~Reverse ~~American~~Stock ~~listing standards by August 6~~Split, ~~2027,~~and or(ii) ifdescribe the ~~Company~~treatment ~~does~~of ~~not~~any ~~make~~fractional ~~sufficient~~shares ~~progress~~of ~~consistent~~Common ~~with~~Stock upon the ~~Plan~~effectiveness ~~during~~of the ~~Plan~~Reverse ~~Period,~~Stock ~~then NYSE American may initiate delisting proceedings~~Split.

The ~~Acceptance~~foregoing ~~Letter~~summary ~~has~~of ~~no immediate impact on~~ the ~~listing~~terms of the ~~Company’s~~Certificate ~~shares~~ of ~~common~~Amendment ~~stock,~~does ~~which~~not ~~will~~purport ~~continue~~ to be ~~listed~~complete and ~~traded~~is onqualified ~~the~~in ~~NYSE~~its ~~American~~entirety ~~during~~by ~~the~~reference ~~Plan Period, subject~~ to the ~~Company’s~~Certificate ~~compliance~~of ~~with~~Amendment, ~~the~~which ~~other~~is ~~listing~~filed ~~requirements~~as ofExhibit ~~the NYSE American~~3.1 ~~The Common Stock will continue~~ to ~~trade~~this ~~under~~Current ~~the~~Report ~~symbol~~and ~~“VNRX”.~~incorporated ~~The~~herein ~~Acceptance~~by ~~Letter does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission~~reference.

Item 8.01. Other Events.

On April 23, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 of this Current Report on Form 8-K. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated April 23, 2026
3.1		Certificate of Third Amendment of the Second Amended and Restated Certificate of Incorporation of VolitionRx Limited
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the Company’s expectations surrounding regaining compliance with the NYSE American’s continued listing standards, and actions of the Company and/or the NYSE American to be taken with respect to matters discussed in the Notice and the Acceptance Letter, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the Company’s ability to regain compliance with the listing standards set forth in the Company Guide by August 6, 2027, as well as the risks identified in the Company’s filings with the SEC, including its Quarterly Reports on Form 10-Q, and Annual Reports on Form 10-K. Any of these risks and uncertainties could materially and adversely affect the Company’s results of operations, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VOLITIONRX LIMITED
Date: April 23, 2026	By:	/s/ Cameron Reynolds
Date: April 28, 2026	By:	/s/ Cameron Reynolds
		Cameron Reynolds
		Chief Executive Officer & President

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