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Get filing alertsVolitionRx raises $4.1M net in registered direct offering at $1.55/share with warrants
Filed June 10, 2026 · Period ending June 7, 2026 · ~1 min read
Key Changes
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high
Sold 2.96M shares at $1.55 each plus warrants for 1.48M additional shares, netting $4.1M after fees; warrants exercisable immediately at $1.55 for five years, potentially adding $2.3M if fully exercised for cash.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Proceeds earmarked for research, product development, clinical studies, commercialization, working capital, and repayment of existing secured convertible notes; offering closed June 9, 2026.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Warrants include ownership blockers limiting any holder to 4.99% or 9.99% beneficial ownership upon exercise; cashless exercise permitted only when no effective registration statement covers underlying shares.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
VolitionRx completed a ~$4.6M (2.96M × $1.55; filing rounds to $0M) registered direct offering on June 9, 2026, selling 2.96 million shares at $1.55 per share with accompanying warrants to purchase an additional 1.48 million shares at the same price. After placement agent fees and expenses, the company netted approximately $4.1 million. The warrants are immediately exercisable and expire in five years, potentially generating another $2.3 million if fully exercised for cash, though exercise is not guaranteed.
The company plans to deploy proceeds across research and product development, clinical studies, product commercialization, working capital, and repayment of existing secured convertible notes. The warrant structure includes standard ownership blockers (4.99% or 9.99% at holder election) to prevent excessive concentration from any single investor. This is a routine capital raise for a development-stage biotech, with the warrant component providing potential future funding if the stock performs well enough to incentivize exercise above the $1.55 strike price.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Warrants have an exercise price of $1.55 per share, are exercisable immediately, and are exercisable for a period of five years from the closing of the Offering. The Warrants may be exercised on a cashless basis only if there is no registration statement registering, or the prospectus contained therein is not available for, the issuance of the shares underlying the Warrants to the holder. The Company is prohibited from effecting an exercise of any Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%.
The 1,480,000 warrants carry a $1.55 exercise price, matching the share offering price, and are immediately exercisable for five years. Cashless exercise is permitted only when no effective registration statement covers the underlying shares. Ownership blockers limit any holder to 4.99% or 9.99% beneficial ownership upon exercise, preventing excessive dilution from a single warrant holder.
Event · Exhibit 99.1
VolitionRx priced a ~$4.6M (2.96M × $1.55; filing rounds to $0M) public offering of 2.96M shares at $1.55 plus warrants, closing June 9, 2026.
Added in current filing · view on EDGAR →
The gross proceeds for the offering are expected to be approximately $4.6 million before deducting placement agent fees and other offering expenses and excluding the proceeds from the exercise of any warrants. The additional gross proceeds to the Company from the exercise of the warrants, if fully-exercised on a cash basis, will be approximately $2.3 million. However, no assurance can be given that any of the warrants will be exercised.
The company expects to raise approximately $4.6 million ~$4.6M (2.96M × $1.55) ~$4.6M (2.96M × $1.55) (2.96M × $1.55; filing rounds to $0M) ~$4.6M (2.96M × $1.55; filing rounds to $0M) (2.96M × $1.55; filing rounds to $0M) in gross proceeds before fees and expenses. If all warrants are exercised for cash, an additional $2.3 million could be raised, though warrant exercise is not guaranteed. The offering is expected to close on June 9, 2026.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Maxim Group LLC is acting as the sole placement agent in connection with the offering.
Maxim Group LLC is serving as the sole placement agent for this offering. The securities are being offered under an effective shelf registration statement filed with the SEC.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify