VOLITIONRX LTD Commitments Disclosure

Note 10 - Commitments and Contingencies

a)  Finance Lease Obligations 

In 2016, the Company entered into a real estate capital lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million, maturing May 2031, with implicit interest of 2.62%. As of December 31, 2025, the balance payable was $372,236.

The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of December 31, 2025:

b)  Operating Lease Right-of-Use Liabilities 

Operating leases as of December 31, 2025, and December 31, 2024, consisted of the following:

During the year ended December 31, 2025, cash paid for amounts included for the measurement of lease liabilities was $240,959 and the Company recorded operating lease expense of $217,554.

The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of December 31, 2025.

As of December 31, 2025, operating lease right-of-use assets and liabilities arising from operating leases were $495,749 and $526,894, respectively.

The Company’s office space leases are short term, and the Company has elected under the short-term lease recognition exemption under ASC 842 not to recognize them on the balance sheet. During the year ended December 31, 2025, $111,492 was recognized as short-term lease costs associated with the office space leases in United Kingdom and Nevada. The annual payments remaining for such short-term office leases as of December 31, 2025, were as follows:

c)  Grants Repayable  

In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €1,048,020. Per the terms of the agreement, €314,406 of the grant is to be repaid by installments over the period from June 30, 2014 to June 30, 2023. The Company has recorded the balance of €733,614 to other income in previous years as there is no obligation to repay this amount. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6% royalty on revenue, is twice the amount of funding received. As of December 31, 2025, the grant balance repayable was $29,336.

In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €605,000.  Per the terms of the agreement, €181,500 of the grant is to be repaid by instalments over 12 years commencing in 2020. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received. As of December 31, 2025, the grant balance repayable was $95,359.

In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €495,000.  Per the terms of the agreement, €148,500 of the grant is to be repaid by installments over 10 years commencing in 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 2.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received. As of December 31, 2025, the grant balance repayable was $93,375.

In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €929,433.  Per the terms of the agreement, €278,830 of the grant is to be repaid by instalments over 15 years commencing in 2022. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 4.34% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received. As of December 31, 2025, the grant balance repayable was $260,600.

In 2024, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €1,007,657.  Per the terms of the agreement, €302,297 of the grant is to be repaid by instalments over 10 years commencing in 2028. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 0.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €302,297 and the 0.89% royalty on revenue, is equal to the amount of funding received. As of December 31, 2025, the grant balance repayable was $58,749.

In 2024, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €428,547.  Per the terms of the agreement, €128,564 of the grant is to be repaid by instalments over 10 years commencing in 2027. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 0.93% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €128,564 and the 0.93% royalty on revenue, is equal to the amount of funding received. As of December 31, 2025, the grant balance repayable was $53,327.

As of December 31, 2025, the balance repayable was $590,745 and the annual payments remaining were as follows:

d)  Long-Term Debt 

In 2016, the Company entered into a 15-year loan agreement with ING for €270,000 with a fixed interest rate of 2.62%, maturing December 2031. As of December 31, 2025, the principal balance payable was $149,006.

In 2020, the Company entered into a 10-year loan agreement with Namur Invest for a maximum of €830,000 with fixed interest rate of 4.00%, maturing March 2031. As of December 31, 2025, the amount that has been drawn down under this agreement was €476,805, representing a principal balance payable of $559,500.

In 2021, the Company entered into a 3.5 year loan agreement with SOFINEX for a maximum of €450,000 with fixed interest rate of 5.00%. The loan matured in June 2025 and was repaid in full. As of December 31, 2025, the amount that has been drawn down under this agreement was €450,000, representing a principal balance payable of $0.

In 2022, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €1,000,000 with fixed interest rate of 6.00%, maturing July 2026. As of December 31, 2025, the amount that has been drawn down under this agreement was €1,000,000, representing a principal balance payable of $213,030.

In 2022, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €500,000 with fixed interest rate of 5.45%, maturing December 2027. As of December 31, 2025, the amount that has been drawn down under this agreement was €500,000, representing a principal balance payable of $309,294.

In 2023, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €400,000 with fixed interest rate of 7.00%, maturing June 2027. As of December 31, 2025, €400,000 had been drawn down under this agreement and the principal balance payable was $282,155.

In 2023, the Company entered into a 5-year loan agreement with Wallonie Entreprendre S.A. for a maximum of €2.5 million with fixed interest rate of 7.68%, maturing December 2028. As of December 31, 2025, €2,500,000 had been drawn down under this agreement and the principal balance payable was $2,933,586.

In 2024, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €577,975 with fixed interest rate of 7.00%, maturing September 2028. As of December 31, 2025, €577,975 had been drawn down under this agreement and the principal balance payable was $678,216.

In February 2025, the Company entered into a 2-year short term credit facility agreement with ING Lease Belgium SA for a maximum of €1,000,000 with a variable interest rate of Euribor 3 months plus 2.75%, maturing February 28 2028. As of December 31, 2025, €1,000,000 had been drawn down under this agreement and the principal balance payable was $1,173,436.

In December 2025, the Company entered into a 1.75 year loan agreement with Namur Invest for a maximum of €350,000 with fixed interest rate of 7.00%, maturing September 2027. As of December 31, 2025, €350,000 had been drawn down under this agreement and the principal balance payable was $410,702.

d)  Long-Term Debt 

As of December 31, 2025, the total balance for long-term debt payable was $6,708,925 and the payments remaining were as follows:

e)  Convertible Note Payable 

On May 15, 2025, the Company entered into the SPA with Lind, pursuant to which the Company issued the Lind Note in the principal amount of 7,500,000 and the Lind Warrant for the purchase of up to 13,020,834 shares of common stock.

The Lind Note, which does not accrue interest, is repayable in 18 consecutive monthly installments in the amount of $416,666 beginning six months from the issuance date. Lind may elect with respect to no more than two (2) monthly payments to increase the amount of such monthly payment up to $1,000,000 upon notice to the Company. The monthly payments due under the Lind Note may be made by the issuance of common stock valued at the Repayment Share Price, cash in an amount equal to 1.05 times the required payment amount, or a combination of cash and shares. The Lind Note sets forth certain conditions that must be satisfied before we may make any monthly payments in shares of common stock.

The Lind Note may be converted by Lind from time to time at the Conversion Price. The dollar amount of any conversions by Lind will be applied toward upcoming Lind Note payments in reverse chronological order. The Lind Note may be prepaid in whole upon written notice on any business day following August 13, 2025; but in the event of a prepayment notice, Lind may convert up to one-third of the principal amount due at the lesser of the Repayment Share Price or the Conversion Price.

Issuance of shares of common stock upon repayment or conversion of the Lind Note (the “Note Shares”) and upon exercise of the Lind Warrant (the “Warrant Shares”) is subject to an ownership limitation equal to 4.99% of the Company’s outstanding shares of common stock; provided, that if Lind and its affiliates beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, then such limitation shall automatically increase to 9.99% so long as Lind and its affiliates own in excess of 4.99% of such common stock (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon Lind and its affiliates ceasing to own in excess of 4.99% of such common stock). Additionally, the issuance in the aggregate of any Note Shares and Warrant Shares in excess of 19.99% of the outstanding common stock shall be subject to stockholder approval in accordance with NYSE American Rule 713.

Upon the occurrence of any Event of Default (as defined in the Lind Note), the Lind Note will become immediately due and payable and the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Note, subject to a reduction to 110% in certain circumstances, in addition to any other remedies under the Lind Note or the other transaction documents.  Events of Default include, among others, failure of the Company to make any Lind Note payment when due, a default in any indebtedness or adverse judgements in excess of threshold amounts, the failure of the Company to instruct its transfer agent to issue unlegended certificates in certain circumstances, the Company’s shares of common stock no longer being public traded or listed on a national securities exchange, any stop order or trading suspension restricting the trading in the Company’s common stock for a specified period, the announcement or consummation of a Change of Control (as defined in the SPA), the failure to file reports or filings required by the SEC, and the Company’s market capitalization falling below a threshold amount for a specified period, each as described in the Lind Note.

The Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers.  Additionally, unless waived by Lind, the Company is required to utilize a portion of the net proceeds from certain specified debt or equity transactions and asset sales to repay the outstanding principal amount due under the Lind Note.

The Company evaluated the embedded features within the convertible note in accordance with ASC Topic 480 and ASC Topic 815. The Company determined that the embedded features, specifically (i) the default penalty on outstanding principal, and (ii) the default conversion option into common shares at 90% of the lowest volume weighted average price for the common shares on the Company’s VWAP in the three days preceding conversion, constitute derivative liabilities. These features, arising from default provisions, including the contingent default penalty (deemed redemption) and the contingent variable conversion feature, meet the definition of a derivative and do not qualify for derivative accounting exemptions. Consequently, these embedded features were bifurcated from the debt host as a single derivative liability.

The initial fair value of the derivative liabilities was determined using a Monte Carlo simulation valuation model, considering various potential outcomes and scenarios. The model used the following assumptions as in the table below. Subsequent changes in fair value are recognized in the statement of operations for each reporting period. The issuance costs for the convertible Lind Note, along with the allocated fair values of both the Lind Warrants and the bifurcated embedded derivative liability, were collectively treated as a debt discount. The debt discount is amortized to interest expense over the term of the Note using the effective interest method.

Plus, various probability assumptions related to down round price adjustments.

Estimated future minimum principal payments of the convertible note payable for the next five years consists of the following as of December 31, 2025.

f)  Collaborative Agreement Obligations 

As of December 31, 2025, the total amount to be paid, for future research and collaboration commitments was approximately $1,248,176 and the annual payments remaining were as follows:

In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a 3-year period for a cost to the Company of up to $2.55 million payable over such period. As of December 31, 2025, $510,000 is still to be paid by the Company under this agreement.

In 2022, the Company entered into a sponsored research agreement with The University of Texas MD Anderson Cancer Center to evaluate the role of neutrophil extracellular traps (“NETs”) in cancer patients with sepsis for a cost to the Company of $449,406. As of December 31, 2025, $245,319 is still to be paid by the Company under this agreement and as of December 31, 2025, $0 is due by the Company under this agreement.

f)  Collaborative Agreement Obligations 

In August 2023, the Company entered into a project research agreement with Guy’s and St Thomas’ NHS Foundation Trust to evaluate the practical clinical utility of the Nu.Q^® H3.1 nucleosome levels in adult patients with sepsis to facilitate early diagnosis and prognostication for a cost to the Company of £162,338. As of December 31, 2025, $130,957 is still to be paid by the Company under this agreement and as of December 31, 2025, $21,827 is due by the Company under this agreement.

In July 2023, the Company entered into a research agreement with Xenetic Biosciences Inc and CLS Therapeutics Ltd to evaluate the anti-tumoral effects of Nu.Q^® CAR T cells for a cost to the Company of $107,589. As of December 31, 2025, $81,447 is still to be paid by the Company under this agreement and as of December 31, 2025, $26,142 is due by the Company under this agreement.

In October 2024, the Company entered into an agreement with the National Taiwan University to undertake a clinical research study entitled Validation of Nu.Q biomarker panel in differentiating between high and low risk of cancer in nodules identified by Lung cancer LDCT screening for a cost to the Company of $402,250. As of December 31, 2025, $160,900 is still to be paid by the Company under this agreement. As of December 31, 2025, $0 is due by the Company under this agreement.

The Company entered into an agreement with Gustave Roussy a leading cancer centre in Europe that treats patients with all types of cancer to perform and be responsible for the co-ordination of a Non-Interventional Phase IV clinical trial to undertake a Prospective analysis of circulating nucleosomes in patients receiving a first line treatment for a non-Hodgkin lymphoma for a cost to the Company of $119,540. As of December 31, 2025, $119,553 is still to be paid by the Company under this agreement. As of December 31, 2025, $32,246 is due by the Company under this agreement.

g)  Other Commitments 

Volition Vet

On October 25, 2019, the Company entered into an agreement with Texas A&M University (“TAMU”) for provision of in-kind services of personnel, animal samples and laboratory equipment in exchange for a non-controlling interest of 7.5% in Volition Vet with an additional 5%, vesting on October 25, 2020, giving TAMU in the aggregate, a 12.5% equity interest in Volition Vet. As of December 31, 2025, TAMU continued to hold a 12.5% equity interest in Volition Vet.

Belgian Volition

In connection with the acquisition of the Company’s former subsidiary, Volition Germany GMBH, the Company entered into a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of five years post-closing.

As of December 31, 2025, $229 is payable under the 6% royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of  $129,078.

h)  Legal Proceedings 

There are no legal proceedings which the Company believes will have a material adverse effect on its financial position.

i)  Commitments in Respect of Corporate Goals and Performance-Based Awards 

As of December 31, 2025, the Company has recognized total compensation expense of $1,511,596 of which $527,939 is in relation to RSUs from grants in 2022 that vested in 2023, $516,040 is in relation to RSUs from such grants that vested in 2024, and $467,617 is in relation to RSUs from such grants that will vest in 2025. The Company has unrecognized compensation expense of $0 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards.

As of December 31, 2025, the Company had recognized total compensation expense of $619,864. The Company has unrecognized compensation expense of $48,908 in relation to the RSUs from grants in 2023, of which, $0 in relation to RSUs that will vest in 2025, and $48,908 in relation to RSUs that will vest in 2026 subject to the outcomes related to the prescribed performance targets on the outstanding awards.

Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of cash bonuses of up to two months’ gross salary to the salaried employees of the Company and its affiliates, payable upon the achievement by the Company or its affiliates of various corporate goals focused around licensing, revenue, cost reduction and non-dilutive funding.  Pursuant to the terms of the grants, the Company accrued cash bonuses for eligible award recipients who were employed throughout the period noted below. This amount has currently not been paid although there was partial achievement of the corporate goals. The bonus recipient should commence employment prior to October 1, 2025 and continued employment until at least December 31, 2025, at the sole discretion of both the Chief Executive Officer and the Chief Financial Officer.

Effective March 17, 2025, the Compensation Committee of the Board of Directors approved the granting of RSUs of 2,868,000 shares of common stock under the 2024 Plan, payable upon the achievement of various corporate goals focused on licensing, revenue, cost reduction and non-dilutive funding, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries in exchange for services provided to the Company.

Pursuant to the terms of the grants, conditional upon the achievement by the Company or its affiliates/subsidiaries of the corporate goals as set forth in the minutes of the Compensation Committee, as determined in the sole discretion of the Compensation Committee, these RSU will vest at a rate of approximately one-third vesting on each of March 17, 2026, March 17, 2027, and March 17, 2028 subject to continued service of the award recipient to the Company through the applicable vesting dates. On June 30, 2025 286,800 unvested RSUs expired due to the Company’s failure to achieve the Company’s corporate goals. On December 31, 2025 1,712,400 unvested RSUs expired due to the Company’s failure to fully achieve the Company’s corporate goals. The Compensation Committee  approved the partial, vesting of 30% of the RSUs granted on March 17, 2025, which amounted to 856,200 shares. This is subject to continued employment in the Company.

Pursuant to the terms of the grants, conditional upon the achievement by December 31, 2023 and June 30, 2024 of specified corporate goals as set forth in the minutes of the Compensation Committee, as well as continued service by the award recipients to the Company, the Company may, at the sole discretion of the Chief Executive Officer and the Chief Financial Officer pay a cash bonus to such award recipients. As of December 31, 2025, the Company has accrued compensation expense of $788,501 in relation to cash bonuses payable on the achievement of specified corporate goals for the years 2025 and 2024 based on the expected outcomes related to the prescribed performance targets. To the extent this is payable, this cash bonus compensation payment has currently been deferred indefinitely.

As of December 31, 2025, the Company had recognized total compensation expense of $236,481. The Company has unrecognized compensation expense of $251,638 in relation to the RSUs from grants in 2025, of which $33,786 is in relation to RSUs that will vest in 2026, $98,158 in relation to RSUs that will vest in 2027, and $119,694 in relation to RSUs that will vest in 2028 based on the outcomes related to the prescribed performance targets on the outstanding awards.