Executive Change · Shareholder Vote

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):  June 28, 2023   VolitionRx Limited (Exact name of registrant as specified in its charter)    Delaware   001-36833   91-1949078 (State or other jurisdiction   (Commission File Number)   (IRS Employer of Incorporation)       Identification Number)   1489 West Warm Springs Road , Suite 110 Henderson , Nevada 89014 (Address of principal executive offices and Zip Code)   +1 ( 646 ) 650-1351 (Registrant’s telephone number, including area code )   Not applicable (Former name or former address, if changed since 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))   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   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.     On June 28, 2023, the stockholders of VolitionRx Limited (the “ Company ”) approved an amendment (the “ Amendment ”) to the Company’s 2015 Stock Incentive Plan (the “ Plan ”) to increase the number of shares available for issuance under the Plan by 1,950,000 shares from an aggregate of 7,750,000 shares to 9,700,000. The Amendment had previously been approved by the Board of Directors of the Company on April 17, 2023, subject to the approval of the Company’s stockholders. The Plan, as amended by the Amendment, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.  The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.    Item 5.07 Submission of Matters to a Vote of Security Holders.   On June 23, 2023, the Company convened its annual meeting of stockholders (including any adjournments, continuations or postponements, the “ Annual Meeting ”). Due to a lack of quorum, the meeting was adjourned to June 28, 2023. On June 28, 2023, the Annual Meeting was reconvened and quorum was achieved.  The Company had 63,144,130 shares of common stock outstanding on April 24, 2023, the record date for the Annual Meeting, of which 42,523,238 shares of common stock were present in person or represented by proxy at the reconvened Annual Meeting.   The following sets forth the final voting results of the four proposals voted upon by the Company’s stockholders at the Annual Meeting. These matters are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023 (the “ Proxy Statement ”).   Proposal 1 : The stockholders elected eight members to the Board of Directors to hold office until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. The voting results are as follows:   Nominee   Votes For     Votes Withheld     Broker Non-Votes   Dr. Phillip Barnes     17,190,976       13,395,742       11,936,520   Dr. Alan Colman     16,686,555       13,900,163       11,936,520   Dr. Martin Faulkes     17,893,663       12,693,055       11,936,520   Dr. Edward Futcher     16,702,277       13,884,441       11,936,520   Mickie Henshall     17,613,328       12,973,390       11,936,520   Guy Innes     16,601,593       13,985,125       11,936,520   Kim Nguyen     17,435,938       13,150,780       11,936,520   Cameron Reynolds     17,854,848       12,731,870       11,936,520     Proposal 2 : The stockholders ratified the selection of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results are as follows:   Votes For   Votes Against   Votes Abstained   41,847,066   631,190   44,982     Proposal 3 : The stockholders approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers as described in the Proxy Statement. The voting results are as follows:   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 16,678,808   13,455,552   452,358   11,936,520     2     Proposal 4 : The Company’s stockholders approved the amendment to the Plan. The voting results are as follows:   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 16,541,886   13,692,776   352,056   11,936,520   No other matters were presented for consideration or stockholder action at the Annual Meeting.   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits   Exhibit Number   Description       10.1   2015 Stock Incentive Plan, as amended.       104   Cover Page Interactive Data File (embedded within the Inline XBRL (eXtensible Business Reporting Language) document).     3     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: June 30, 2023 By:   /s/ Cameron Reynolds         Cameron Reynolds       Chief Executive Officer & President       4     EXHBIIT INDEX    Exhibit Number   Description       10.1   2015 Stock Incentive Plan, as amended.       104   Cover Page Interactive Data file (embedded within the inline XBRL document.     5