Volitionrx LTD Sample Contracts
VOLITIONRX LIMITED 13,000,000 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • June 5th, 2023 • Volitionrx LTD • In vitro & in vivo diagnostic substances • New York
VolitionRx Limited, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 13,000,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 13,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,950,000 Shares (the “Option Shares”). The Firm Shares and, if and to the extent such option or any Underwriter Warrant (as defined below) is exercised, the Option Shares and Underwriter Warrant Shares (as defined below), are collectively called the “Offered Shares.” The Offered Shares and Underwriter Warrants are hereinafter referred to together as the “Securities.” Prime Executions, Inc. dba Freedom Capital Markets (“Freedom”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offerin
UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2023 • Volitionrx LTD • In vitro & in vivo diagnostic substances • New York
The undersigned, VolitionRx Limited, a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of VolitionRx Limited, the “Company”), hereby confirms its agreement (this “Agreement”) with Newbridge Securities Corporation (the “Underwriter” or “Newbridge”) on the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 12th, 2024 • Volitionrx LTD • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2024, between VolitionRx Limited, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractWarrant Agreement • May 15th, 2025 • Volitionrx LTD • In vitro & in vivo diagnostic substances
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
VolitionRx Limited Common Stock (par value $0.001 per share) Capital on Demand™ Sales AgreementCapital on Demand Sales Agreement • April 22nd, 2025 • Volitionrx LTD • In vitro & in vivo diagnostic substances • New York
VolitionRx Limited, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:
Exhibit 10.1 TRANSFER AGENT AND REGISITRAR AGREEMENT TRANSFER AGENT AND REGISITRAR AGREEMENT --------------------------------------- THIS AGREEMENT made and entered into this 10th day of April, 1999, by and between: NEVADA AGENCY AND TRUST COMPANY, 50...Transfer Agent and Registrar Agreement • November 10th, 2005 • Standard Capital Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2025 • Volitionrx LTD • In vitro & in vivo diagnostic substances • Delaware
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of May 15, 2025, by and between VolitionRx Limited, a Delaware corporation (the “Company”), and Lind Global Asset Management XII LLC, a Delaware limited liability company (the “Investor”).
4,365,000 Shares* VOLITIONRX LIMITED Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2020 • Volitionrx LTD • In vitro & in vivo diagnostic substances • New York
VolitionRx Limited, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 4,365,000 shares of its Common Stock, par value $0.001 per share (the “Common Stock”). The aggregate of 4,365,000 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 654,750 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” National Securities Corporation is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
ContractNote Agreement • May 15th, 2025 • Volitionrx LTD • In vitro & in vivo diagnostic substances • Delaware
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITY AGREEMENTSecurity Agreement • May 15th, 2025 • Volitionrx LTD • In vitro & in vivo diagnostic substances
This SECURITY AGREEMENT (this “Agreement”), dated as of May 15, 2025, is by and between VolitionRx Limited, a Delaware corporation (the “Company”) and Lind Global Asset Management XII LLC, a Delaware limited liability company (the “Secured Party”).
VOLITIONRX LIMITED COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 10th, 2018 • Volitionrx LTD • In vitro & in vivo diagnostic substances
VolitionRx Limited, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:
VOLITIONRX LIMITED STOCK OPTION AGREEMENTStock Option Agreement • November 18th, 2011 • Volitionrx LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the VolitionRX Limited 2011 Equity Incentive Plan (the "Plan").
VOLITIONRX LIMITED STOCK AWARD AGREEMENT FOR RESTRICTED STOCKStock Award Agreement • November 18th, 2011 • Volitionrx LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Unless otherwise defined herein, capitalized terms shall have the defined meaning set forth in the VolitionRX Limited 2011 Equity Incentive Plan.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2025 • Volitionrx LTD • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 24, 2025, by and between VolitionRx Limited, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
VOLITIONRX LIMITED 2,250,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2016 • Volitionrx LTD • In vitro & in vivo diagnostic substances • New York
VolitionRx Limited, a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule VI hereto (each, an “Underwriter” and collectively, the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 2,250,000 authorized but unissued shares (the “Firm Shares”) of its Common Stock, par value $0.001 per share (the “Common Stock”) and, at the election of the Underwriters, upon the terms and conditions stated herein, up to an additional 337,500 shares of Common Stock (the “Additional Shares” and together with the Firm Shares, the “Securities”).
THIS AGREEMENT is dated 10th April 2017 PARTIESEmployment Agreement • May 11th, 2017 • Volitionrx LTD • In vitro & in vivo diagnostic substances • England and Wales
This agreement supersedes and replaces in its entirety the existing consultancy agreement between DCV Solutions Limited and VolitionRx Limited, for the services of the Employee, dated March 6, 2017.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2025 • Volitionrx LTD • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 1, 2025, by and between VolitionRx Limited, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
GUARANTYGuaranty • May 15th, 2025 • Volitionrx LTD • In vitro & in vivo diagnostic substances • Delaware
GUARANTY (the “Guaranty”), dated as of May 15, 2025, by Singapore Volition Pte. Limited, a corporation organized under the laws of Singapore (“Volition Singapore”), Volition Global Services SRL, a corporation organized under the laws of Belgium (“Volition Global”), Belgian Volition SRL, a corporation organized under the laws of Belgium (“Volition Belgium”), Volition Diagnostics UK Limited, a corporation organized under the laws of laws of England (“Volition UK”), Volition America, Inc., a Delaware corporation (“Volition USA”) and Volition Veterinary Diagnostics Development, LLC, a Texas limited liability company (“Volition Veterinary” and, collectively with Volition Singapore, Volition Global, Volition Belgium, Volition UK and Volition USA, the “Guarantors” and each, a “Guarantor”) in favor of Lind Global Asset Management XII LLC (the “Lender”).
and - CONSULTANCY AGREEMENTConsultancy Agreement • January 23rd, 2015 • Volitionrx LTD • In vitro & in vivo diagnostic substances • Delaware
VOLITIONRX LIMITED incorporated and registered in the State of Delaware, USA, whose principal place of business is at 1 Scotts Road, #24-05 Shaw Centre, Singapore, 228208 (“Volition”); and
PLEDGE AGREEMENTPledge Agreement • May 15th, 2025 • Volitionrx LTD • In vitro & in vivo diagnostic substances
This Pledge Agreement (this “Agreement”) is entered into as of May 15, 2025, by and between Singapore Volition Pte. Limited, a corporation organized under the laws of Singapore (the “Company”), and Lind Global Asset Management XII LLC, a Delaware limited liability company (the “Secured Party”).
COMMON STOCK PURCHASE WARRANT VOLITIONRX LIMITEDCommon Stock Purchase Warrant • March 26th, 2025 • Volitionrx LTD • In vitro & in vivo diagnostic substances • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 26, 2025 (the “Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 26, 2030, provided that, if such date is not a Trading Day (as defined below), the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from VolitionRx Limited, a Delaware corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined below). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DATED 22 September 2010 SINGAPORE VOLITION Pte LIMITED and VALIRX PLCAgreement for Sale and Purchase of Shares • May 8th, 2012 • Volitionrx LTD • Mining & quarrying of nonmetallic minerals (no fuels)
ValiRx PLC (incorporated and registered in England and Wales under company number 3916791 the registered office of which is at 24 Greville Street, London EC1N 8SS (the "Seller"); and
VOLITIONRX LIMITED [•] SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2015 • Volitionrx LTD • In vitro & in vivo diagnostic substances • New York
VolitionRX Limited, a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to National Securities Corporation and Lake Street Capital Markets, LLC and each of the other Underwriters named in Schedule VII hereto, if any (each, an “Underwriter” and collectively, the “Underwriters”), an aggregate of [•] fully paid shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] shares (the “Additional Shares” and together with the Firm Shares, the “Securities”) of the Company’s $0.001 par value common stock (the “Common Stock”).
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • May 15th, 2025 • Volitionrx LTD • In vitro & in vivo diagnostic substances
This GUARANTOR SECURITY AGREEMENT (this “Agreement”), dated as of May 15, 2025, is by and among Singapore Volition Pte. Limited, a corporation organized under the laws of Singapore (“Volition Singapore”), Volition Global Services SRL, a corporation organized under the laws of Belgium (“Volition Global”), Volition Diagnostics UK Limited, a corporation organized under the laws of laws of England (“Volition UK”), Volition America, Inc., a Delaware corporation (“Volition USA”) and Volition Veterinary Diagnostics Development, LLC, a Texas limited liability company (“Volition Veterinary” and, collectively with Volition Singapore, Volition Global, Volition UK and Volition USA, the “Companies” and each, a “Company”) and LIND GLOBAL ASSET MANAGEMENT XII LLC, a Delaware limited liability company (the “Secured Party”).
Patent License AgreementPatent License Agreement • February 24th, 2012 • Volitionrx LTD • Mining & quarrying of nonmetallic minerals (no fuels)
IMPERIAL COLLEGE INNOVATIONS LIMITED (“Innovations”), a company incorporated in England and Wales whose principal place of business is at 12th Floor, Electrical Engineering Building, Imperial College, London SW7 2AZ; and
UNSECURED CREDIT AGREEMENTUnsecured Credit Agreement • September 21st, 2017 • Volitionrx LTD • In vitro & in vivo diagnostic substances
The S.A. (limited liability company) Wallonne de Financement à l’Exportation et de l’Internationalisation des Entreprises Wallonnes, abbreviated as "SOFINEX," incorporated by authentic act of September 18, 2003 published in the A.M.B. of September 30, 2003 under number 100737, with headquarters located at 4000 LIEGE, Avenue Maurice Destenay, 13 (ECB no. 860.662.588) and acting in the name and on behalf of SOWALFIN, which itself is on a delegated assignment for the WALLOON REGION,
Terms & Conditions of Employment for Executive OfficerTerms & Conditions of Employment • February 24th, 2012 • Volitionrx LTD • Mining & quarrying of nonmetallic minerals (no fuels)
It is agreed that the Company will employ the Executive, and the Executive will work for the Company, on the following terms and conditions:
EXECUTIVE EMPLOYMENT AGREEMENT CAMERON REYNOLDSExecutive Employment Agreement • January 23rd, 2015 • Volitionrx LTD • In vitro & in vivo diagnostic substances • Delaware
This Employment Agreement ("Agreement") is dated January 01, 2015 (“Execution Date”) and made effective as of January 01, 2015 (“Effective Date”) between VolitionRx Limited, a Delaware corporation ("Company"), and Cameron Reynolds ("Executive"). The Company and Executive are sometimes referred to herein individually as a “Party” and collectively as the “Parties.
VOLITIONRX LIMITED EMPLOYMENT AGREEMENT CORPORATE SECRETARYEmployment Agreement • January 23rd, 2015 • Volitionrx LTD • In vitro & in vivo diagnostic substances • Delaware
This Employment Agreement ("Agreement") is dated January 01, 2015 (“Execution Date”) and made effective on January 01, 2015 (the “Effective Date”) by and between VolitionRx, Limited, a Delaware corporation ("Company") and Rodney Rootsaert ("Employee"). The Company and Employee are sometimes referred to herein individually as a “Party” or collectively as the “Parties.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • May 11th, 2021 • Volitionrx LTD • In vitro & in vivo diagnostic substances
THIS CONSULTING AGREEMENT (the “Agreement”) is dated January 29, 2021 (“Execution Date”) and is effective from October 01, 2020 (the “Effective Date”) by and between by and between Volition Germany, GmbH, a company with its registered address at Friedemann Bach Strasse 95, 82166, Gräfelfing, Germany (the “Company”) and 3F Management SPRL, a company located at [***] (the “Consultant”).
WARRANT AGREEMENTWarrant Agreement • February 7th, 2020 • Volitionrx LTD • In vitro & in vivo diagnostic substances • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS WILL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.
THIS AMENDING AGREEMENT dated 31 July 2006 is between:Patent License Agreement • January 11th, 2012 • Volitionrx LTD • Mining & quarrying of nonmetallic minerals (no fuels)
FIRST AMENDMENT TO CONSULTANCY AGREEMENTConsultancy Agreement • May 13th, 2016 • Volitionrx LTD • In vitro & in vivo diagnostic substances
This First Amendment to Consultancy Agreement (the “Amendment”) is dated this 11th day of May 2016 between VolitionRx Limited, a Delaware corporation (“Volition”), and Borlaug Limited, a Private Limited Company incorporated under the laws of England and Wales (“Borlaug”).
Agreement no. 5852 relative to a repayable advance on the diagnosis of colorectal cancer by nucleosomics.Repayable Advance Agreement • January 11th, 2012 • Volitionrx LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Wallonia
VOLITIONRX LIMITED COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 24th, 2021 • Volitionrx LTD • In vitro & in vivo diagnostic substances • New York
VolitionRx Limited, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. (each, an “Agent” and together, the “Agents”), as follows: