VolitionRx Limited (VNRX) Announces 1-for-20 Reverse Stock Split Effective April 28, 2026

Key Points from the SEC Filing

• Reverse Stock Split Approved: VolitionRx Limited, a life sciences company listed on NYSE American under the ticker VNRX, has implemented a 1-for-20 reverse stock split of its common stock. This action was approved by shareholders at a special meeting held on March 31, 2026, with the specific ratio subsequently determined by the Board of Directors.
• Effective Date: The reverse stock split became effective at 12:01 A.M. Eastern Time on April 28, 2026.
• Certificate of Amendment Filed: On April 27, 2026, the company filed a Certificate of Third Amendment to its Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State.
• Fractional Shares Treatment: No fractional shares will be issued as part of the reverse split. Any shareholder otherwise entitled to receive a fractional share will instead receive one whole share of common stock.
• Authorized Shares Unchanged: The aggregate number of authorized common shares remains at 325,000,000, par value \$0.001 per share.
• Trading Information: VolitionRx continues to trade under the ticker symbol VNRX on NYSE American.
• Material Modifications: The filing includes material modifications to the rights of security holders, specifically the reverse stock split and associated amendments to the certificate of incorporation and bylaws.
• Emerging Growth Company Status: The company is not classified as an emerging growth company.

Details Investors Must Know

• Shareholder Impact: The 1-for-20 reverse stock split means that for every 20 shares of VolitionRx common stock previously held, shareholders now own 1 share. This action reduces the number of outstanding shares, which typically increases the per-share price proportionally, but does not affect the total value of a shareholder’s holdings (except for rounding up fractional shares).
• Price Sensitivity: Reverse stock splits are often undertaken to increase the trading price of a company’s shares, particularly if the share price has been low or at risk of delisting. This move may signal efforts to maintain compliance with exchange listing requirements or to make the shares more attractive to institutional investors.
• No Impact on Total Ownership: The reverse split does not dilute shareholder ownership. Instead, it consolidates shares, which may affect liquidity and trading volumes in the near term.
• Fractional Shares Handling: Shareholders receiving fractional shares due to the split will be rounded up to receive one whole share, which is a shareholder-friendly approach and avoids complications.
• Corporate Actions: This amendment follows previous changes to the certificate of incorporation (including amendments in 2024 and 2025), indicating ongoing corporate activity and governance updates.

Potential Share Price Implications

• Share Price Increase Expected: Following a reverse stock split, the share price typically increases in proportion to the split ratio. For example, if shares were trading at \$0.50 before the split, they would be expected to trade at approximately \$10 after the 1-for-20 split, assuming no other market factors.
• Perception and Volatility: While the reverse split does not change the underlying business fundamentals, it may attract new investors or change perceptions, especially if the prior low share price was a concern. However, reverse splits can also be viewed cautiously by the market, and immediate volatility may occur.
• Exchange Compliance: The action may help VolitionRx maintain compliance with NYSE American’s minimum share price requirements, potentially preventing delisting and maintaining investor confidence.

Official Statement

The filing was signed by Cameron Reynolds, President and Chief Executive Officer, indicating board and executive-level support for the actions described.

Exhibits and Further Information

• Certificate of Third Amendment: The full text of the amendment is filed as Exhibit 3.1 and can be reviewed for detailed terms.
• Interactive Data: Cover Page Interactive Data File (embedded within the Inline XBRL document) and other XBRL-related documents were submitted.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult a financial advisor before making any investment decisions. The information presented is based on the official SEC filing by VolitionRx Limited and may be subject to change or further clarification by the company.

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