$7 million upfront with up
to an additional $14.5 million of
potential aggregate gross proceeds upon the exercise in full of
milestone-linked warrants
HENDERSON, Nev., Aug. 9, 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 12,727,273 shares of its
common stock (or common stock equivalents in lieu thereof) and
milestone-linked warrants, composed of series A warrants to
purchase up to 12,727,273 shares of common stock and series B
warrants to purchase up to 12,727,273 shares of common stock, at an
offering price of $0.55 per share (or
common stock equivalent in lieu thereof) and accompanying
warrants. The offering is expected to close on or about
August 12, 2024, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The milestone-linked series A warrants have an exercise price of
$0.57 per share, are exercisable six
months following issuance and will expire on the earlier of (i) two
years following the initial exercise date and (ii) 60 days
following the Company's announcement of one or more significant
agreements to develop and commercialize a product, technology or
process in the human space with milestone payments. The
milestone-linked series B warrants have an exercise price of
$0.57 per share, are exercisable six
months following issuance and will expire on the earlier of (i)
five years following the initial exercise date and (ii) 6 months
following the Company's announcement of its or a third party's
receipt of the first FDA approval of a product, technology, or
process in the human space utilizing the Company's intellectual
property.
The aggregate gross proceeds from the offering to the Company
are expected to be approximately $7
million, before deducting the placement agent's fees and
other estimated offering expenses payable by the Company. The
potential additional gross proceeds to the Company from the
milestone-linked warrants, if fully-exercised on a cash basis, will
be approximately $14.5 million.
No assurance can be given that any of such milestone-linked
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 that form a part of the shelf registration
statement. A final 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. Electronic copies of the final prospectus
supplement and accompanying base prospectus relating to the
offering may also be obtained, when filed, by contacting H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor,
New York, NY 10022, by phone at
(212) 856-5711 or e-mail at placements@hcwco.com.
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 proceeds from the offering, the
ability of the Company to achieve certain milestone events, the
exercise of the milestone-linked warrants upon the achievement of
such milestone events or otherwise 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