Up to $1.9 million up front
with up to an additional $2.7 million
of potential aggregate gross proceeds upon the exercise in full of
common stock purchase warrants
HENDERSON, Nev, Dec. 6, 2024
/PRNewswire/ -- VolitionRx Limited (NYSE AMERICAN: VNRX)
("Volition" or the "Company"), a multi-national epigenetics
company, announced today that it has entered into definitive
agreements for the purchase and sale of (i) 445,648 shares of its
common stock to certain directors and executive officers of the
Company (the "Insiders") at an offering price of $0.5722 per share, and (ii) 2,857,389 shares of
its common stock, together with common stock purchase warrants,
composed of Form A warrants to purchase up to 2,857,389 shares of
common stock and Form B warrants to purchase up to 1,428,693 shares
of common stock (collectively, the "Warrants"), to other investors
at a combined offering price of $0.5722 per share and accompanying warrants. The
Form A warrants and Form B warrants have an exercise price per
share of $0.5722 and $0.71525, respectively, are exercisable
immediately, and expire five years from the issuance date. The
Insiders did not receive any Warrants in the offering.
The Company issued and sold its securities in the offering
directly to the investors and did not engage a placement agent in
connection with the offering. The offering is expected to close on
or about December 9, 2024, subject to
the satisfaction of customary closing conditions.
The aggregate gross proceeds from the offering to the Company
are expected to be up to approximately $1.9
million, before deducting estimated offering expenses
payable by the Company, assuming no exercise of the Warrants. The
additional gross proceeds to the Company from the Warrants, if such
Warrants are fully exercised, will be approximately $2.7 million. However, no assurance can be given
that any of these Warrants will be exercised. Volition expects to
use the net proceeds of the offering for research and continued
product development, clinical studies, product commercialization,
working capital and other general corporate purposes.
The securities described above are being offered by the Company
pursuant to a shelf registration statement on Form S-3 (File No.
333-259783) that was filed with the Securities and Exchange
Commission (the "SEC") on September 24,
2021, as amended on November 4,
2021, and declared effective by the SEC on November 8, 2021. The offering is being made only
by means of a prospectus supplement and accompanying base
prospectus relating to the offering that form a part of the
shelf registration statement. The prospectus supplement and
accompanying base prospectus relating to the offering will be filed
with the SEC and may be obtained, when filed, on the SEC's website
located at www.sec.gov.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities nor shall there be
any offer or sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
About Volition
Volition is a multi-national company focused on advancing the
science of epigenetics. Volition is dedicated to saving lives and
improving outcomes for people and animals with life-altering
diseases through earlier detection, as well as disease and
treatment monitoring.
Through its subsidiaries, Volition is developing and
commercializing simple, easy to use, cost-effective blood tests to
help diagnose and monitor a range of diseases, including some
cancers and diseases associated with NETosis, such as sepsis. Early
diagnosis and monitoring have the potential not only to prolong the
life of patients, but also improve their quality of life.
Volition's research and development activities are centered in
Belgium, with an innovation
laboratory and office in the U.S. and additional offices in
Nevada, London and Singapore.
Media
Louise Batchelor/Debra Daglish, Volition
mediarelations@volition.com
+44 (0)7557 774620
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release may be "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, that concern matters that involve risks and
uncertainties that could cause actual results to differ materially
from those anticipated or projected in the forward-looking
statements. These forward-looking statements reflect the current
beliefs and expectations of management and include statements
regarding the expected use of net proceeds from the offering, the
exercise of the Warrants prior to their expiration, the
satisfaction of customary closing conditions related to the
offering and sale of securities, and Volition's ability to complete
the offering. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements. Although Volition believes that the expectations
reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to be correct.
Forward-looking statements are subject to risks and uncertainties
that may cause Volition's actual activities or results to differ
materially from those indicated or implied by any forward-looking
statement, including, without limitation, due to risks and
uncertainties related to market conditions and the satisfaction of
closing conditions related to the offering, and risks disclosed in
the documents Volition files from time to time with the SEC,
including Volition's Quarterly Reports on Form 10-Q and Annual
Reports on Form 10-K. Forward-looking statements are made as of the
date of this release, and, except as required by law, Volition does
not undertake an obligation to update its forward-looking
statements to reflect future events or circumstances.
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SOURCE VolitionRx Limited