VOLITIONRX LTD Stock Compensation Disclosure

Note 8 - Stock-Based Compensation

a)  Warrants 

The following table summarizes the changes in warrants outstanding of the Company during the year ended December 31, 2025 and December 31, 2024:

Warrants Granted

2025 Capital Raises

March 2025 Registered Direct Offering

In March 2025, the Company issued common stock purchase warrants in connection with a registered direct offering. See Note 7 – Common Stock – 2025 Equity Capital Raises – March 2025 Registered Direct Offering for a description of the offering and the warrants issued in connection therewith.

May 2025 Private Placement

On May 15, 2025, the Company entered into a securities purchase agreement (the “SPA”) with Lind Global Asset Management XII LLC (“Lind”), pursuant to which the Company issued Lind (i) a Senior Secured Convertible Promissory Note in the principal amount $7.5 million (the “Lind Note”), and (ii) a Common Stock Purchase Warrant for the purchase of up to 13,020,834 shares of common stock at an exercise price of $0.672 per share, subject to standard adjustments as defined in the warrant agreement, and exercisable for 5 years (the “Lind Warrants” and, together with the issuance of the Lind Note, such offering, the “Lind Offering”). The Company received net cash proceeds of approximately $5.8 million in the Lind Offering, excluding any proceeds that may be received upon exercise of the Lind Warrants. The Lind Note may be converted by Lind from time to time at a price of $0.72 per share, subject to adjustment (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. The “Repayment Share Price” is defined in the Lind Note as 90% of the average of the five lowest daily VWAPs (as defined in the Lind Note) during the 20 trading days prior to the payment date. The shares of common stock issuable upon conversion of the note and exercise of the warrant were registered pursuant to a resale Registration Statement on Form S-3 (File No. 333-288508), which was declared effective by the SEC on July 14, 2025. See Note 10, Commitments and Contingencies, for further details on the Lind Offering.

A portion of the proceeds from the Lind Offering was allocated to the Lind Warrants based on their relative fair value using a Monte Carlo simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 81.27%; (iii) risk-free interest rate of 4.0%; (iv) simulated term of 5.0 years; (v) estimated fair value of the shares underlying such warrants of $0.45 per share; (vi) exercise price of $0.672; and (vii) various probability assumptions related to down round price adjustments. The fair value of the Lind Warrants was $3,941,059, resulting in the amount allocated to the warrants, based on their relative fair value of $1,998,869, which was recorded as additional paid-in capital.

August 2025 Registered Direct Offering

In August 2025, the Company issued common stock purchase warrants in connection with a registered direct offering. See Note 7 – Common Stock – 2025 Equity Capital Raises – August 2025 Registered Direct Offering for a description of the offering and the warrants issued in connection therewith.

September 2025 Private Placement

In September 2025, the Company issued common stock purchase warrants in connection with a private placement transaction. See Note 7 – Common Stock – 2025 Equity Capital Raises – September 2025 Private Placement for a description of the offering and the warrants issued in connection therewith.

October 2025 Underwritten Offering

In October and November 2025, the Company issued common stock purchase warrants in connection with an underwritten public offering. See Note 7 – Common Stock – 2025 Equity Capital Raises – October 2025 Underwritten Offering for a description of the offering and the warrants issued in connection therewith.

2024 Capital Raises

August 2024 Registered Direct Offering

In August 2024, in connection with a registered direct offering pursuant to the 2021 Form S-3, the Company issued Pre-Funded Warrants to purchase up to an aggregate of 3,557,273 shares of our common stock at an exercise price of $0.001 per share. See Note 7 – Common Stock – 2024 Equity Capital Raises – August 2024 Registered Direct Offering for further details regarding the issuance of the Pre-Funded Warrants.

In addition, in connection with the offering, the Company issued Series A Warrants to purchase up to an aggregate of 12,727,273 shares of our common stock at an exercise price of $0.57 per share, and Series B Warrants to purchase up to an aggregate of 12,727,273 shares of our common stock at an exercise price of $0.57 per share. The Company also issued warrants to designees of the placement agent to purchase an aggregate of 381,818 shares of Company common stock on substantially the same terms as the Series B Warrants at an exercise price of $0.6875 per share.

The Series A Warrants are exercisable on or after February 12, 2025 (the “Initial Exercise Date”) and will be exercisable until the earlier of (a) the two-year anniversary of the Initial Exercise Date and (b) the date that is 60 days following the Company’s public announcement on a Current Report on Form 8-K of the occurrence of the Company entering into one or more agreements relating to the development and commercialization of a product, technology, or process in the human space, provided at least one such agreement covers a territory that includes all or a part of the European Union, the United States, the United Kingdom, Japan, or China, and which, during the term of all such agreements and pursuant to the terms thereof, collectively such agreements include aggregate (i) potential milestone payments to the Company of at least $10.0 million, or (ii) potential milestone payments to the Company of at least $5.0 million and potential total payments of at least $20.0 million.

The Series B Warrants are exercisable on or after the Initial Exercise Date, and will be exercisable until the earlier of (a) the five (5) year anniversary of the Initial Exercise Date and (b) the date that is six months following the Company’s public announcement on a Current Report on Form 8-K of the occurrence of the Company or a third party receiving the first FDA approval of a product, technology, or process in the human space utilizing the Company’s intellectual property, provided, however, that the FDA’s approval of a protocol for a clinical trial of a product, technology, or process in the human space, or the FDA’s acceptance of data from invitro trials or in vivo animal trials, shall not constitute “FDA approval” for purposes of this definition of this milestone.

The following table summarizes the changes in Series A and Series B Warrants of Company outstanding during the year ended December 31, 2025 and December 31, 2024:

December 2024 Registered Direct Offering

In December 2024, in connection with a registered direct offering pursuant to the 2021 Form S-3, the Company issued Form A Warrants to purchase up to an aggregate of 2,857,389 shares of our common stock and Form B Warrants to purchase up to an aggregate of 1,428,693 shares of our common stock. See Note 7 – Common Stock – 2024 Equity Capital Raises – December 2024 Registered Direct Offering for further details.

Outstanding Warrants

Below is a table summarizing the warrants issued and outstanding as of December 31, 2025. The warrants outstanding have a weighted average price of $ 0.646 per share and an aggregate weighted average remaining contractual life of  3.70 years. The warrants exercisable have a weighted average price of  $ 0.646 per share.

Stock-based compensation expense related to warrants of $0 and $5,238 was recorded for the years ended December 31, 2025, and December 31, 2024, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is approximately $nil and is expected to be recognized over a period of nil years. As of December 31, 2025, the total intrinsic value of warrants was $nil.

Warrant Expiration

During the years ended December 31, 2025 and December 31, 2024, no warrants expired unexercised.

b)  Options 

The Company currently has options outstanding under its 2015 Plan. The Company also has the 2024 Plan (as defined below), however, as of December 31, 2025 no options had been awarded under this Plan.

The 2015 Plan was adopted by the Board of Directors on August 18, 2015 and approved by stockholders on October 30, 2015. The 2015 Plan has subsequently been amended from time to time to increase the number of shares available for issuance under the plan, most recently increasing the aggregate number of shares authorized for issuance to 9,700,000 shares following stockholder approval on June 28, 2023.

The 2015 Plan permits the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock bonus awards, stock appreciation rights, restricted stock units and performance awards. The primary purpose of the 2015 Plan is to enhance the Company’s ability to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and to provide additional incentives to such persons to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company that is tied to the Company’s performance, thereby giving them an interest in the success and increased value of the Company.  The 2015 Plan is administered by the Compensation Committee comprised solely of members of the Board of Directors or by the Board of Directors as a whole.

On January 29, 2025, the Company amended the terms of certain outstanding options granted pursuant to the 2015 Plan, such that the expiration date for outstanding options to purchase 545,000 shares of the Company’s common stock, granted on February 11, 2019, was extended from six years from the date of grant to ten years from the date of grant, or an expiration date of February 11, 2029.  As a result of these amendments $103,573 was recorded as an additional options expense.

At the Annual Meeting on July 2, 2024, the stockholders approved and adopted the Company’s 2024 Stock Incentive Plan (the “2024 Plan “) which authorizes up to 7,500,000 shares of common stock for issuance pursuant to awards granted under the 2024 Plan. The 2024 Plan had previously been approved by the Board of Directors of the Company on April 24, 2024. As of December 31, 2025, no  options had been awarded under such Plan, however, RSUs for 4,547,678 shares had been awarded under the 2024 Plan.  See Note 8- Stock Compensation – Restricted Stock Units.

The following table summarizes the changes in options outstanding of the Company during the years ended December 31, 2025 and December 31, 2024.

Options Granted

During the years ended December 31, 2025 and December 31, 2024, no options were granted.

Options Forfeited

During the year ended December 31, 2025, the following table summarizes the options were forfeited, all of which were issued pursuant to the 2015 Plan.

During the year ended December 31, 2024, the following table summarizes the options were forfeited, all of which were issued pursuant to the 2015 Plan.

Below is a table summarizing the options issued and outstanding as of December 31, 2025, all of which were issued pursuant the 2015 Planand which have a weighted average exercise price of $ 3.86 per share and an aggregate weighted average remaining contractual life of  2.96 years.  As of December 31, 2025, an aggregate of 9,700,000 shares of common stock were authorized for issuance under the 2015 Plan, of which no shares of common stock remained available for future issuance thereunder.

Stock-based compensation expense related to stock options of $0 and $0 was recorded for the year ended December 31, 2025 and December 31, 2024, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is approximately $nil and is expected to be recognized over a period of nil years. As of December 31, 2025, the total intrinsic value of stock options was $nil.

As of December 31, 2025, an aggregate of nil shares of common stock remainedavailable for future issuance under the 2015 Plan.

c)  Restricted Stock Units (RSUs) 

Below is a table summarizing the RSUs issued and outstanding as of December 31, 2025, all of which were issued pursuant to the 2015 Plan.

RSUs Granted

Below is a table summarizing the RSUs granted during the year ended December 31, 2025, all of which were issued pursuant to the 2015 Plan. These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated.

Below is a table summarizing the RSUs granted during the year ended December 31, 2024, all of which were issued pursuant to the 2015 Plan. These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated.

RSUs Vested

Below is a table summarizing the RSUs vested during the year ended December 31, 2025, all of which were issued pursuant to the 2015 Plan.

Below is a table summarizing the RSUs vested during the year ended December 31, 2024, all of which were issued pursuant to the 2015 Plan.

RSUs Cancelled

Below is a table summarizing the RSUs cancelled during the year ended December 31, 2025, all of which were originally issued pursuant to the 2015 Plan.

Below is a table summarizing the RSUs cancelled during the year ended December 31, 2024, all of which were originally issued pursuant to the 2015 Plan.

Below is a table summarizing the RSUs issued and outstanding as of December 31, 2025 all of which were issued under the 2015 Plan, and of which the last to vest have a remaining contractual life of 1.85 years.

Stock-based compensation expense related to RSUs of $1,636,137 and $1,263,304 was recorded in the years ended December 31, 2025, and December 31, 2024, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $266,901.

2024 Plan

Below is a table summarizing the RSUs issued and outstanding as of December 31, 2025, all of which were issued pursuant to the 2024 Plan.

RSUs Granted

Below is a table summarizing the RSUs granted during the year ended December 31, 2025, all of which were issued pursuant to the 2024 Plan. These RSUs vest, subject to continued service and will result in the compensation expense stated in the table with the following details specified in note (i) described in detail below.

RSUs Granted

Below is a table summarizing the RSUs granted during the year ended December 31, 2024, all of which were issued pursuant to the 2024 Plan. These RSUs vest, subject to continued service and will result in the compensation expense stated in the table with the following details specified in notes (i) and (ii) described in detail below.

RSUs Vested

Below is a table summarizing the RSUs vested during the year ended December 31, 2025, all of which were issued pursuant to the 2024 Plan.

During the year ended December 31, 2024, no RSUs issued pursuant to the 2024 Plan vested.

RSUs Cancelled

Below is a table summarizing the RSUs cancelled during the year ended December 31, 2025, all of which were originally issued pursuant to the 2024 Plan.

RSUs Cancelled

2024

During the year ended December 31, 2024, no RSUs were forfeited.

Below is a table summarizing the RSUs issued and outstanding as of December 31, 2025 all of which were issued under the 2024 Plan, and of which the last to vest have a remaining contractual life of  2.21 years.

Total remaining unrecognized compensation cost related to non-vested RSUs is $493,743.