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NYSE: VNRX VOLITIONRX LTD 8-K

VolitionRx executes 1-for-20 reverse stock split, reducing share count by 95%

Filed April 28, 2026 · Period ending April 28, 2026 · ~1 min read

3 key changes 2 high relevance 2 sections

Key Changes

  • high

    Reverse stock split became effective April 28, 2026, consolidating every 20 shares into 1 share. This aggressive ratio typically aims to boost per-share price and maintain exchange listing compliance.

  • high

    Board selected the 1-for-20 ratio from a range previously authorized by stockholders at March 31, 2026 special meeting. Shareholders' ownership percentages remain unchanged despite reduced share count.

  • medium

    Company filed Certificate of Amendment with Delaware on April 27, 2026, formalizing the split and establishing treatment for fractional shares resulting from the consolidation.

Summary

VolitionRx implemented a 1-for-20 reverse stock split effective April 28, 2026, one of the more aggressive consolidation ratios companies employ. The move reduces the outstanding share count by 95% while proportionally increasing the per-share price. This action follows stockholder approval at a March 31 special meeting and was formalized through a certificate amendment filed with Delaware authorities.

Retail investors should understand that while their ownership percentage stays the same, reverse splits often signal distress—companies typically use them to avoid delisting when share prices fall below exchange minimums. The 1-for-20 ratio suggests VolitionRx's stock had declined significantly.

Watch the post-split trading price closely: if shares quickly drift back toward $1-2 range, the company may face renewed compliance issues. Also monitor whether management provides updated guidance on business fundamentals, as reverse splits address symptoms rather than underlying performance challenges.

Section-by-Section Diff

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~300 words

Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.

2 Added
Added Reverse stock split execution high

Added in current filing · verify on EDGAR →

On April 27, 2026, the Company filed a Certificate of Third Amendment of the Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State, which amended Section 6.1 of Article 6 of the Restated Certificate, effective as of 12:01 a.m. ET on April 28, 2026, to (i) give effect to the Reverse Stock Split, and (ii) describe the treatment of any fractional shares of Common Stock upon the effectiveness of the Reverse Stock Split.

The company formally executed a reverse stock split by filing an amendment to its certificate of incorporation with Delaware, effective April 28, 2026. This consolidates every 20 shares of common stock into 1 share, reducing the total share count proportionally while maintaining each shareholder's ownership percentage. The amendment also addresses how fractional shares resulting from the split will be handled.

Added Reverse split ratio determination high

Added in current filing · verify on EDGAR →

The Board subsequently approved the Reverse Stock Split at a ratio of one-for-twenty.

The board of directors selected a 1-for-20 ratio from the range previously authorized by stockholders at the March 31, 2026 special meeting. This is a relatively aggressive consolidation ratio that will reduce the outstanding share count by 95%, typically done to boost per-share price and maintain exchange listing requirements.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

VolitionRx filed a third amendment to its certificate of incorporation; specific changes not disclosed in 8-K body.

1 Added
Added Certificate of Incorporation Amendment medium

Added in current filing · verify on EDGAR →

Certificate of Third Amendment of the Second Amended and Restated Certificate of Incorporation of VolitionRx Limited

The company filed a third amendment to its certificate of incorporation. The 8-K body does not disclose the substance of the amendment; investors must review Exhibit 3.1 to understand what corporate governance or capital structure changes were made.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify