☒ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of November ~~4, 2021,~~7, 2022, there were ~~53,536,161~~57,521,369 shares of the registrant’s $0.001 par value common stock issued and outstanding.

Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q to the “Company,” “VolitionRx,” “Volition,” “we,” “us,” and “our” are references to VolitionRx Limited and its ~~wholly-owned~~wholly owned subsidiaries, Volition Global Services SRL, Singapore Volition Pte. Limited, Belgian Volition SRL, Volition Diagnostics UK Limited, Volition America, Inc., Volition Germany GmbH, and its majority-owned subsidiary, Volition Veterinary Diagnostics Development LLC. Additionally, unless otherwise specified, all references to “$” refer to the legal currency of the United States of America.

Nucleosomics^TM ~~and~~, Nu.Q^® and their respective logos are trademarks and/or service marks of VolitionRx and its subsidiaries. All other trademarks, service marks and trade names referred to herein are the property of their respective owners.

This Quarterly Report on Form 10-Q for the quarterly period endedSeptember 30, ~~2021,~~2022, or this Report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange ~~Act.~~Act, which statements are subject to considerable risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report or incorporated by reference into this Report are forward-looking statements. These statements include, among other things, ~~any~~ predictions of earnings, revenues, expenses or other financial items; plans or expectations with respect to our development activities or business strategy; statements concerning clinical studies and results; statements concerning industry trends; statements regarding anticipated demand for our products, or the products of our competitors; statements relating to manufacturing forecasts, and the potential impact of our relationship with contract manufacturers and original equipment manufacturers on our business; statements relating to the commercialization of our products, assumptions regarding the future cost and potential benefits of our research and development efforts; forecasts of our liquidity position or available cash resources; statements relating to the impact of pending litigation; statements regarding the anticipated impact of the COVID-19 ~~pandemic~~pandemic; and statements relating to the assumptions underlying any of the foregoing. Throughout this Report, we have attempted to identify forward-looking statements by using words such as “may,” “believe,” “will,” “could,” “project,” “anticipate,” “expect,” “estimate,” “should,” “continue,” “potential,” “plan,” “forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words or expressions or the negative thereof (although not all forward-looking statements contain these words).

We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance, to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this Report. ~~For instance, if we fail to develop~~

Some significant factors that may impact our estimates and ~~commercialize diagnostic products, we may be unable to execute our plan of operations. Other risks and uncertainties~~forward-looking statements include, ~~those associated with:~~but are not limited to:

In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. For these reasons, readers are cautioned not to place undue reliance on any forward-looking statements. Our actual financial condition and results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” within this report, as well as in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~,2021, as filed with the SEC on March ~~22, 2021~~,30, 2022, or our Annual Report, ~~this Report,~~in the documents that we file as exhibits to this Report and the documents that we incorporate by reference into this Report, with the understanding that our future results may be materially different from what we currently expect. The forward-looking statements we make speak only as of the date on which they are made. WeExcept as required by law or the listing rules of the NYSE American market, we expressly disclaim any intent or obligation to update any forward-looking statements after the date ~~hereof to conform such statements to actual results or to changes in our opinions or expectations.~~hereof. If we do update or correct any forward-looking statements, readers should not conclude that we will make additional updates or corrections. We qualify all of our forward-looking statements with these cautionary statements.

		September 30,			December 31,				September 30,			December 31,
		2021			2020				2022			2021
		$			$				$			$
ASSETS		(UNAUDITED)							(UNAUDITED)
Current Assets
Cash and cash equivalents			22,901,784			19,444,737				16,416,069			20,581,313
Accounts receivable			19,566			7,118				5,492			12,510
Prepaid expenses			898,186			303,178				825,748			598,367
Other current assets			598,442			576,660				426,228			786,642
Total Current Assets			24,417,978			20,331,693				17,673,537			21,978,832

Property and equipment, net			5,081,207			5,171,134				4,880,663			4,911,077
Operating lease right-of-use assets			263,440			326,085				657,557			383,551
Intangible assets, net			240,954			321,641				129,600			216,876
Total Assets			30,003,579			26,150,553				23,341,357			27,490,336

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable			1,181,917			1,539,547				2,467,672			1,542,457
Accrued liabilities			3,607,809			3,491,740				3,069,288			3,828,501
Deferred revenue										10,000,000			12,512
Management and directors’ fees payable			91,213			55,174				71,642			71,303
Current portion of long-term debt			759,507			841,319				1,064,741			797,855
Current portion of finance lease liabilities			51,950			59,930				41,693			48,958
Current portion of operating lease liabilities			124,872			179,624				232,161			171,166
Current portion of grant repayable			34,731			69,218				30,908			43,100
Total Current Liabilities			5,851,999			6,236,552				16,978,105			6,515,852

Long-term debt, net of current portion			2,027,882			2,606,885				2,275,045			2,270,767
Finance lease liabilities, net of current portion			532,301			601,967				408,344			511,086
Operating lease liabilities, net of current portion			143,998			151,828				449,326			217,305
Grant repayable, net of current portion			266,813			259,603				390,709			253,221
Total Liabilities			8,822,993			9,856,835				20,501,529			9,768,231

STOCKHOLDERS’ EQUITY
Stockholders’ Equity
Common Stock
Authorized: 100,000,000 shares of common stock, at $0.001 par value Issued and outstanding: 53,223,761 shares and 48,607,017 shares, respectively			53,224			48,607
Authorized: 100,000,000 shares of common stock, at $0.001 par value
Issued and outstanding: 57,496,003 shares and 53,772,261 shares, respectively										57,496			53,772
Additional paid-in capital			150,221,335			126,526,239				162,939,998			154,730,938
Accumulated other comprehensive income (loss)			8,732			(59,978	)
Accumulated other comprehensive income										315,546			148,326
Accumulated deficit			(128,953,498	)		(110,173,971	)			(160,015,333	)		(136,988,636	)
Total VolitionRx Limited Stockholders' Equity			21,329,793			16,340,897				3,297,707			17,944,400
Non-controlling interest			(149,207	)		(47,179	)			(457,879	)		(222,295	)
Total Stockholders’ Equity			21,180,586			16,293,718				2,839,828			17,722,105

Total Liabilities and Stockholders’ Equity			30,003,579			26,150,553				23,341,357			27,490,336

(The accompanying notes are an integral part of these condensed consolidated financial statements)	(The accompanying notes are an integral part of these condensed consolidated financial statements)							(The accompanying notes are an integral part of these condensed consolidated financial statements)

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

		Three Months Ended September 30,						Nine Months Ended September 30,
		2021			2020			2021			2020			Three Months Ended September 30,						Nine Months Ended September 30,
		$			$			$			$			2022			2021			2022			2021
														$			$			$			$
Revenues
Services															9,881			-			80,181			-
Royalty			0			0			0			2,112			2,911			-			2,911			-
Product			25,483			575			75,795			4,201			19,922			25,483			103,585			75,795
Total Revenues			25,483			575			75,795			6,313			32,714			25,483			186,677			75,795

Operating Expenses
Research and development			4,445,877			3,180,177			11,968,424			10,567,988			3,737,516			3,611,528			10,606,892			9,723,154
General and administrative			2,426,854			1,080,308			6,053,613			4,292,666			2,763,202			3,139,592			8,451,194			7,993,682
Sales and marketing			715,044			244,510			1,601,816			734,355			1,524,952			836,655			4,897,999			1,907,017
Total Operating Expenses			7,587,775			4,504,995			19,623,853			15,595,009			8,025,670			7,587,775			23,956,085			19,623,853

Operating Loss			(7,562,292	)		(4,504,420	)		(19,548,058	)		(15,588,696	)		(7,992,956	)		(7,562,292	)		(23,769,408	)		(19,548,058	)

Other Income (Expenses)
Grant income			419,271			0			810,803			98,870			171,439			419,271			564,879			810,803
Gain / ( Loss) on disposal of fixed assets			0			200,393			(26,167	)		293,595
Loss on disposal of fixed assets															-			-			-			(26,167	)
Interest income			290			2,801			2,503			48,956			46,945			290			58,108			2,503
Interest expense			(38,767	)		(34,722	)		(120,636	)		(91,105	)		(37,699	)		(38,767	)		(115,860	)		(120,636	)

Total Other Income			380,794			168,472			666,503			350,316			180,685			380,794			507,127			666,503

Net Loss			(7,181,498	)		(4,335,948	)		(18,881,555	)		(15,238,380	)		(7,812,271	)		(7,181,498	)		(23,262,281	)		(18,881,555	)
Net Loss attributable to Non-Controlling Interest			45,065			8,050			102,028			23,396
Net Loss attributable to VolitionRx Limited Stockholders			(7,136,433	)		(4,327,898	)		(18,779,527	)		(15,214,984	)
Net Loss Attributable to Non-Controlling Interest															69,305			45,065			235,584			102,028
Net Loss Attributable to VolitionRx Limited Stockholders															(7,742,966	)		(7,136,433	)		(23,026,697	)		(18,779,527	)

Other Comprehensive (Loss) / Income
Other Comprehensive Income (Loss)
Foreign currency translation adjustments			(20,875	)		(573,397	)		68,710			(273,791	)		71,027			(20,875	)		167,220			68,710
Net Comprehensive Loss			(7,202,373	)		(4,909,345	)		(18,812,845	)		(15,512,171	)		(7,741,244	)		(7,202,373	)		(23,095,061	)		(18,812,845	)

Net Loss Per Share – Basic and Diluted attributable to VolitionRx Limited			(0.13	)		(0.09	)		(0.36	)		(0.34	)
Net Loss Per Share - Basic and Diluted Attributable to VolitionRx Limited															(0.14	)		(0.13	)		(0.42	)		(0.36	)

Weighted Average Shares Outstanding
– Basic and Diluted			53,166,781			47,027,011			52,355,681			44,148,793
- Basic and Diluted															56,120,079			53,166,781			54,603,929			52,355,681

(The accompanying notes are an integral part of these condensed consolidated financial statements)	(The accompanying notes are an integral part of these condensed consolidated financial statements)															(The accompanying notes are an integral part of these condensed consolidated financial statements)

For the Nine Months Ended September 30, 2021 and September 30, 2020
For the Nine Months Ended September 30, 2022 and September 30, 2021																					For the Nine Months Ended September 30, 2022 and September 30, 2021
																													Accumulated
									Accumulated																	Additional			Other							Non
						Additional			Other						Non							Common Stock				Paid-in			Comprehensive			Accumulated				Controlling
		Common Stock				Paid-in			Comprehensive			Accumulated			Controlling							Shares		Amount		Capital			Income (Loss)			Deficit				Interest			Total
		Shares		Amount		Capital			Income (Loss)			Deficit			Interest			Total				#		$		$			$			$				$			$
Balance, December 31, 2021																							53,772,261		53,772		154,730,938			148,326			(136,988,636	)			(222,295	)		17,722,105
Common stock issued for cash																							3,000		3		9,464			-			-				-			9,467
Common stock issued for settlement of RSUs																							15,000		15		(15	)		-			-				-			-
Stock-based compensation																							-		-		915,031			-			-				-			915,031
Foreign currency translation																							-		-		-			(117,904	)		-				-			(117,904	)
Net loss for the period																							-		-		-			-			(7,634,030	)			(83,977	)		(7,718,007	)
Balance, March 31, 2022																							53,790,261		53,790		155,655,418			30,422			(144,622,666	)			(306,272	)		10,810,692
		#		$		$			$			$			$			$																	��
Balance, December 31, 2020			48,607,017		48,607		126,526,239			(59,978	)		(110,173,971	)		(47,179	)		16,293,718
Common stock issued for cash			4,183,533		4,184		20,324,744			0			0			0			20,328,928
Common stock issued for cashless exercise of stock options and settlement of RSUs			80,451		80		(80	)		0			0			0			0
Common stock issued for settlement of RSUs																							56,712		57		(57	)		-			-				-			-
Stock-based compensation			-		0		555,342			0			0			0			555,342				-		-		854,304			-			-				-			854,304
Tax withholdings paid related to stock-based compensation			-		0		(23,758	)		0			0			0			(23,758	)			-		-		(67,988	)		-			-				-			(67,988	)
Foreign currency translation			-		0		0			134,133			0			0			134,133				-		-		-			214,097			-				-			214,097
Net loss for the period			-		0		0			0			(6,116,146	)		(9,424	)		(6,125,570	)			-		-		-			-			(7,649,701	)			(82,302	)		(7,732,003	)
Balance, March 31, 2021			52,871,001		52,871		147,382,487			74,155			(116,290,117	)		(56,603	)		31,162,793
Balance, June 30, 2022																							53,846,973		53,847		156,441,677			244,519			(152,272,367	)			(388,574	)		4,079,102

Common stock issued for cash			251,369		251		854,460			0			0			0			854,711				3,450,000		3,450		5,941,733			-			-				-			5,945,183
Common stock issued for cashless exercise of stock options and settlement of RSUs			21,712		22		(22	)		0			0			0			0
Common stock issued for settlement of RSUs																							199,030		199		(199	)		-			-				-			-
Stock-based compensation			-		0		337,744			0			0			0			337,744				-		-		639,075			-			-				-			639,075
Tax withholdings paid related to stock-based compensation			-		0		(106,668	)		0			0			0			(106,668	)			-		-		(82,288	)		-			-				-			(82,288	)
Foreign currency translation			-		0		0			(44,548	)		0			0			(44,548	)			-		-		-			71,027			-				-			71,027
Net loss for the period			-		0		0			0			(5,526,948	)		(47,539	)		(5,574,487	)			-		-		-			-			(7,742,966	)			(69,305	)		(7,812,271	)
Balance, June 30, 2021			53,144,082		53,144		148,468,001			29,607			(121,817,065	)		(104,142	)		26,629,545
Common stock issued for cash			79,679		80		252,852			0			0			0			252,932
Stock-based compensation			-		0		732,191			0			0			0			732,191
Stock-based compensation in relation to modification of options			-		0		768,291			0			0			0			768,291
Foreign currency translation			-		0		0			(20,875	)		0			0			(20,875	)
Net loss for the period			-		0		0			0			(7,136,433	)		(45,065	)		(7,181,498	)
Balance, September 30, 2021			53,223,761		53,224		150,221,335			8,732			(128,953,498	)		(149,207	)		21,180,586
Balance, September 30, 2022																							57,496,003		57,496		162,939,998			315,546			(160,015,333	)			(457,879	)		2,839,828

(The accompanying notes are an integral part of these condensed consolidated financial statements)	(The accompanying notes are an integral part of these condensed consolidated financial statements)																				(The accompanying notes are an integral part of these condensed consolidated financial statements)

											Accumulated																				Accumulated
								Additional			Other						Non											Additional			Other						Non
		Common Stock						Paid-in			Comprehensive			Accumulated			Controlling							Common Stock				Paid-in			Comprehensive			Accumulated			Controlling
		Shares			Amount			Capital			Income (Loss)			Deficit			Interest			Total				Shares		Amount		Capital			Income (Loss)			Deficit			Interest			Total
		#			$			$			$			$			$			$				#		$		$			$			$			$			$
Balance, December 31, 2019			41,125,303			41,125			103,853,627			125,670			(89,821,856	)		0			14,198,566
Common stock issued for Director compensation in Volition Germany			73,263			73			333,896			0			0			0			333,969
Common stock issued for cashless exercise of stock options			19,430			20			(20	)		0			0			0			0
Stock-based compensation			-			0			192,669			0			0			0			192,669
Stock repurchase			(11,364	)		(11	)		(54,423	)		0			0			0			(54,434	)
Foreign currency translation			-			0			0			373,926			0			-			373,926
Net loss for the period			-			0			0			0			(5,849,772	)		(9,567	)		(5,859,339	)
Balance, March 31, 2020			41,206,632			41,207			104,325,749			499,596			(95,671,628	)		(9,567	)		9,185,357

Common stock issued for cash, net			5,452,922			5,453			14,229,160			0			0			0			14,234,613
Stock-based compensation			-			0			360,640			0			0			0			360,640
Foreign currency translation			-			0			0			(74,320	)		0			0			(74,320	)
Net loss for the period			-			0			0			0			(5,037,314	)		(5,779	)		(5,043,093	)
Balance, June 30, 2020			46,659,554			46,660			118,915,549			425,276			(100,708,942	)		(15,346	)		18,663,197

Common stock issued in exercise of warrants			1,252,183			1,252			4,820,839			0			0			0			4,822,091
Common stock issued in exercise of stock options			127,838			128			82,372			0			0			0			82,500
Common stock issued for cash exercise of warrants			25,000			25			61,725			0			0			0			61,750
Balance, December 31, 2020																									48,607,017		48,607		126,526,239			(59,978	)		(110,173,971	)		(47,179	)		16,293,718
Common stock issued for cash																									4,183,533		4,184		20,324,744			-			-			-			20,328,928
Common stock issued for cashless exercise of stock options and settlement of RSUs																									80,451		80		(80	)		-			-			-			-
Stock-based compensation			-			0			428,683			0			0			0			428,683				-		-		555,342			-			-			-			555,342
Tax withholdings paid related to stock-based compensation			-			0			(187,465	)		0			0			0			(187,465	)			-		-		(23,758	)		-			-			-			(23,758	)
Foreign currency translation			-			0			0			(573,397	)		0			0			(573,397	)			-		-		-			134,133			-			-			134,133
Net loss for the period			-			0			0			0			(4,327,898	)		(8,050	)		(4,335,948	)			-		-		-			-			(6,116,146	)		(9,424	)		(6,125,570	)
Balance, September 30, 2020			48,064,575			48,065			124,121,703			(148,121	)		(105,036,840	)		(23,396	)		18,961,411
Balance, March 31, 2021																									52,871,001		52,871		147,382,487			74,155			(116,290,117	)		(56,603	)		31,162,793

Common stock issued for cash																									251,369		251		854,460			-			-			-			854,711
Common stock issued for settlement of RSUs																									21,712		22		(22	)		-			-			-			-
Stock-based compensation																									-		-		337,744			-			-			-			337,744
Tax withholdings paid related to stock-based compensation																									-		-		(106,668	)		-			-			-			(106,668	)
Foreign currency translation																									-		-		-			(44,548	)		-			-			(44,548	)
Net loss for the period																									-		-		-			-			(5,526,948	)		(47,539	)		(5,574,487	)
Balance, June 30, 2021																									53,144,082		53,144		148,468,001			29,607			(121,817,065	)		(104,142	)		26,629,545

Common stock issued for cash																									79,679		80		252,852			-			-			-			252,932
Stock-based compensation																									-		-		732,191			-			-			-			732,191
Stock-based compensation in relation to modification of options																									-		-		768,291			-			-			-			768,291
Foreign currency translation																									-		-		-			(20,875	)		-			-			(20,875	)
Net loss for the period																									-		-		-			-			(7,136,433	)		(45,065	)		(7,181,498	)
Balance, September 30, 2021																									53,223,761		53,224		150,221,335			8,732			(128,953,498	)		(149,207	)		21,180,586

(The accompanying notes are an integral part of these condensed consolidated financial statements)	(The accompanying notes are an integral part of these condensed consolidated financial statements)																						(The accompanying notes are an integral part of these condensed consolidated financial statements)

		Nine Months Ended September 30,							Nine Months Ended September 30,
		2021			2020				2022			2021
		$			$				$			$
Operating Activities
Net loss			(18,881,555	)		(15,238,380	)
Net Loss										(23,262,281	)		(18,881,555	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			708,520			525,150				687,116			708,520
Amortization of operating lease right-of-use assets			148,075			194,749				193,444			148,075
Loss (Gain) on disposal of fixed assets			26,167			(293,595	)
Loss on disposal of fixed assets										-			26,167
Stock-based compensation			2,393,568			981,992				2,408,410			2,393,568
Common stock issued for Director compensation in Volition Germany			0			333,969
Changes in operating assets and liabilities:
Prepaid expenses			(595,008	)		(177,354	)			(227,381	)		(595,008	)
Accounts receivable			(12,416	)		(573	)			6,960			(12,416	)
Other current assets			(20,010	)		(274,398	)			360,414			(20,010	)
Deferred Revenue, current and non-current										9,987,488			-
Accounts payable and accrued liabilities			(27,183	)		365,167				(75,283	)		(27,183	)
Management and directors’ fees payable			(36,749	)		47,672				339			(36,749	)
Right-of-use assets operating leases liabilities			(147,924	)		(194,146	)			(173,830	)		(147,924	)
Net Cash Used In Operating Activities			(16,444,515	)		(13,729,747	)			(10,094,604	)		(16,444,515	)

Investing Activities:
Investing Activities
Purchases of property and equipment			(844,987	)		(679,782	)			(991,430	)		(844,987	)
Proceeds from sales of property and equipment			0			97,388
Net Cash Used In Investing Activities			(844,987	)		(582,394	)			(991,430	)		(844,987	)

Financing Activities:
Financing Activities
Net proceeds from issuances of common stock			21,436,571			19,200,954				5,954,650			21,436,571
Tax withholdings paid related to stock-based compensation			(130,426	)		(187,465	)			(150,276	)		(130,426	)
Common stock repurchased			0			(54,434	)
Proceeds from grants repayable			37,631			3,802				210,603			37,631
Proceeds from long-term debt			79,614			0				1,632,384			79,614
Payments on long-term debt			(571,616	)		(356,701	)			(941,857	)		(571,616	)
Payments on grants repayable			(47,789	)		(41,257	)			(37,824	)		(47,789	)
Payments on finance lease obligations			(43,881	)		(83,221	)			(35,063	)		(43,881	)
Net Cash Provided By Financing Activities			20,760,104			18,481,678				6,632,617			20,760,104

Effect of foreign exchange on cash			(13,555	)		(207,976	)			288,173			(13,555	)

Net Change in Cash			3,457,047			3,961,561
Cash and cash equivalents – Beginning of Period			19,444,737			16,966,168
Cash and cash equivalents – End of Period			22,901,784			20,927,729
Net Change in Cash and Cash Equivalents										(4,165,244	)		3,457,047
Cash and cash equivalents - Beginning of Period										20,581,313			19,444,737
Cash and cash equivalents - End of Period										16,416,069			22,901,784

Supplemental Disclosures of Cash Flow Information:
Supplemental Disclosures of Cash Flow Information
Interest paid			120,636			91,105				115,860			120,636
Non-Cash Financing Activities:
Common stock issued on cashless exercises of stock options			102			118
Non-Cash Financing Activities
Common stock issued on cashless exercises of stock options and settlement of vested RSUs										271			102
Offering costs from issuance of common stock			125,494			1,229,169				420,819			125,494

(The accompanying notes are an integral part of these condensed consolidated financial statements)	(The accompanying notes are an integral part of these condensed consolidated financial statements)							(The accompanying notes are an integral part of these condensed consolidated financial statements)

Note 1 –- Basis of Presentation and Summary of Significant Accounting Policies

The interim condensed consolidated financial statements of VolitionRx Limited (the “Company”~~, "VolitionRx," "we"~~ or ~~"us"~~“VolitionRx”) for the three and nine months ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively, are ~~not audited. Our~~unaudited. These interim consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of ~~our~~the Company’s management, the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of ~~our~~the Company’s financial position as of September 30, ~~2021,~~2022, and ~~our~~its results of operations and cash flows for the periods ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively. The results of operations for the periods ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively, are not necessarily indicative of the results for a full-year period. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in ~~our~~the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, which was filed with the Securities and Exchange Commission (the "SEC") on March ~~22, 2021.~~30, 2022 (the “Annual Report”).

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets, and valuations of stock-based compensation.

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. ~~The~~In addition, the Company has considered the potential impact of the COVID-19 pandemic, as well as certain economic factors, including inflation, rising interest rates, and recessionary pressures, on its business and operations. Although the full impact of these factors is unknown and cannot be reasonably estimated, the Company believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of the reporting date. However, the Company’s actual results ~~experienced by the Company~~ may differ materially and adversely from these estimates and assumptions, which may result in material effects on the Company’s ~~estimates.~~financial condition, results of operations, and liquidity. To the extent there are material differences between the estimates and the actual results, ~~future results of operations~~the Company’s condensed consolidated financial statements could be materially affected.

The accompanying condensed consolidated financial statements for the period ended September 30, ~~2021~~2022 include the accounts of the Company and its subsidiaries. The Company has two ~~wholly-owned~~wholly owned subsidiaries, Singapore Volition Pte. Limited (“Singapore Volition”) and Volition Global Services SRL (“Volition Global”). Singapore Volition has one ~~wholly-owned~~wholly owned subsidiary, Belgian Volition SRL (“Belgian Volition”). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc. (“Volition America”), Volition Germany GmbH (“Volition Germany”), and its one ~~majority-owned~~majority owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8(f), Commitments and Contingencies - Other Commitments, for more information regarding Volition Vet and Volition Germany. All intercompany balances and transactions have been eliminated in consolidation.

For the purposes of the statements of cash flows, the Company considers interest bearing deposits with original maturity dates of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. As of September 30, ~~2021,~~2022, cash and cash equivalents totaled approximately ~~$22.9~~$16.4 million, of which $10.2 million was held in an overnight money market account.

Note 1 - Basis of Presentation and ~~Summary~~Summary of Significant Accounting Policies (continued)

Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of September 30, ~~2021,~~2022, the accounts receivable balance was ~~$19,566~~$5,492 and the allowance for doubtful debts was ~~nil.~~$nil.

The Company adopted Accounting Standards Codification (“ASC”)606, “Revenue from Contracts with Customers,” effective January 1, 2019. Under ASC 606, the Company recognizes revenues when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the ~~five step~~five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation(s).

The Company generates product revenues from the sale of its Nu.Q^® Vet Cancer Screening Test, from the sale of nucleosomes, and from the sale of ~~Research Use Only kits pursuant to its license agreement with Active Motif, Inc. (“Active Motif”) from which the Company receives royalties.~~research use only kits. In addition, revenue is received from external third parties for Nu.Q^®Discover services the Company performs for them in its laboratory.

Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows:

The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented in “Royalty” in the condensed consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. The relevant period estimates of these royalties are based on preliminary gross sales data provided by ~~Active Motif~~customers and analysis of historical gross-to-net adjustments. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known.

The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product” in the condensed consolidated statements of operations and comprehensive loss.

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued)

The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties in “Services” in the condensed consolidated statements of operations and comprehensive loss.

For each development and /or commercialization agreement that results in revenue, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are reassessed each reporting period as required.

The Company includes revenue recognized from the licensing of certain rights to third parties in “Licensing” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are ~~re-assessed~~reassessed each reporting period as required.

Deferred revenue consists of amounts for which the Company has an unconditional right to bill, and/or amounts for which payment has been received (including non-refundable amounts), but have not been recognized as revenue because the related performance obligations are deemed incomplete. As of September 30, 2022, the Company recorded $10.0 million as deferred revenue in respect of a non-refundable payment received in relation to a licensing and product supply agreement with Heska Corporation.

Contract assets include costs and services incurred on contracts with open performance obligations. These contract assets were immaterial as of September 30, 2022.

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (continued)

The Company computes net loss per share in accordance with ASC 260, ““Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations and comprehensive loss. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of September 30, ~~2021, 6,143,599~~2022, 6,302,138 potential common shares equivalents from warrants, options, and restricted stock units (“RSUs”) were excluded from the diluted EPS calculations as their effect is anti-dilutive.

The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted ASC 830-20, “Foreign Currency Matters - Foreign Currency Transactions.” All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation of foreign currency denominated transactions are included in other comprehensive income (loss).

In accordance with ASC 730, “Research and Development,” the Company follows the policy of expensing its research and development costs in the period in which they are incurred. The Company incurred research and development expenses of $10.6 million and $9.7 million during the nine-months ended September 30, 2022, and September 30, 2021, respectively.

The Company records stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation.” Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period. The fair value of our stock options and warrants is estimated using a Black-Scholes option valuation model. RSUs are valued based on the closing stock price on the date of grant. Refer to Note 7, Stock-Based Compensation, for further details.

Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. The Company has reclassified the prior period comparative amounts for the quarter ended September 30, 2022. Certain reclassifications have been made to the prior years’ financial statements in ~~the statement of stockholders’ equity~~relation to Research and ~~cash flows~~Development expenses, General and Administrative expenses and Sales and Marketing expenses to ~~be consistent with~~conform to the current year ~~classification.~~presentation. These reclassifications had no effect on previously reported results of operations.

The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 1 - Basis of Presentation and ~~Summary~~Summary of Significant Accounting Policies (continued)

As of the date of this filing, there continue to be widespread concerns regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. As a result of the impacts of the COVID-19 pandemic, the Company has experienced and may continue to experience disruptions ~~that could impact our~~to its clinical trials, including ~~delays enrolling patients~~patient enrollment and in sample ~~collection.~~collection delays.

~~The~~Although the Company has taken steps to mitigate the impacts of the COVID-19 pandemic, the extent to which the ~~COVID-19~~ pandemic will impact ~~the Company’s~~its business, financial condition, and results of operations in ~~the~~ future periods is highly uncertain and will be affected by a number of ~~factors.~~factors outside of the Company’s control. These include the duration and extent of the COVID-19 pandemic, the development of new variants of the COVID-19 virus that may be more contagious or virulent than previous versions, the scope of mandated or recommended containment and mitigation measures, the effect of government stabilization and recovery efforts, and the success of vaccine distribution programs.

The Company's condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses since inception of ~~$129.0~~$160.0 million, has had negative cash flows from operations on an annual basis, and has minimal revenues, which creates substantial doubt about its ability to continue as a going concern for a period of at least one year from the date of issuance of these condensed consolidated financial statements.

The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing and/or to generate revenues as may be required to sustain its operations. Management plans to address the above as needed by (a) securing additional grant funds, (b) obtaining additional financing through debt or equity transactions, (c) granting licenses to third parties in exchange for specified up-front and/or ~~back-end~~milestone payments, and (d) developing and commercializing its products on an accelerated timeline. Management continues to exercise tight cost controls to conserve cash.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

~~The Company’s property and equipment consisted of the following amounts as of September 30, 2021 and December 31, 2020:~~

~~During the nine-month periods ended September 30, 2021 and September 30, 2020, the Company recognized $639,091 and $459,450, respectively, in depreciation expense.~~

The Company’s property and equipment consisted of the following amounts as of September 30, 2022 and December 31, 2021:

During the nine-month periods ended September 30, 2022 and September 30, 2021, the Company recognized $624,830 and $639,091, respectively, in depreciation expense.

The Company’s intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years.

					September 30,						September 30,
					2021						2022
			Accumulated		Net Carrying				Accumulated		Net Carrying
	Cost		Amortization		Value		Cost		Amortization		Value
	$		$		$		$		$		$
Patents		1,195,677		954,723		240,954		1,021,459		891,859		129,600

					December 31,						December 31,
					2020						2021
			Accumulated		Net Carrying				Accumulated		Net Carrying
	Cost		Amortization		Value		Cost		Amortization		Value
		$	$			$	$		$		$
Patents		1,256,064		934,423		321,641		1,178,135		961,259		216,876

During the nine-month periods ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, the Company recognized ~~$69,410~~$62,286 and ~~$65,567,~~$69,410, respectively, in amortization expense.

The Company amortizes the patents on a straight-line basis with terms ranging from 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows:

2021 - remaining	$	22,852
2022	$	91,015	$	16,122
2023	$	91,015	$	77,852
2024	$	36,072	$	35,626
2025	$	0
Total Intangible Assets	$	240,954	$	129,600

The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 ~~Topic~~ ““Property, Plant and ~~Equipment”~~Equipment,” as of December 31, ~~2020.~~2021. The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, ~~2020.~~2021.

~~Refer to~~See Note 6, Common Stock, for common stock issued to related parties and Note 7, Stock-Based Compensation, for stock options, warrants and RSUs issued to related parties. The Company has agreements with related parties for the purchase of products and consultancy services which are accrued under management and directors’ fees payable (see condensed consolidated balance sheets).

As of September 30, 2021, the Company was authorized to issue 100 million shares of common stock par value $0.001 per share, of which 53,223,761 and 48,607,017 shares were issued and outstanding as of September 30, 2021 and December 31, 2020, respectively.

From January 13, 2021 to March 19, 2021, 7,634 stock options were exercised to purchase shares of common stock at $3.35 per share in a cashless exercise that resulted in the issuance of 948 shares of common stock.

On January 20, 2021, 5,000 RSUs vested and resulted in the issuance of 3,000 shares of common stock (the remaining 2,000 shares were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan).

~~On February 2, 2021, 20,000 stock options were exercised to purchase shares of common stock at $3.80 per share in a cashless exercise that resulted in the issuance of 6,181 shares of common stock.~~

~~On February 8, 2021, 100,000 stock options were exercised to purchase shares of common stock at $5.00 per share in a cashless exercise that resulted in the issuance of 19,446 shares of common stock.~~

From February 8, 2021 to February 9, 2021, 100,000 stock options were exercised to purchase shares of common stock at $4.00 per share in cashless exercises that resulted in the issuance of 32,126 shares of common stock.

~~On February 8, 2021, 50,000 stock options were exercised to purchase shares of common stock at $3.25 per share in a cashless exercise that resulted in the issuance of 18,750 shares of common stock.~~

On April 13, 2021, 26,250 RSUs vested and resulted in the issuance of 21,712 shares of common stock (the remaining 4,538 shares were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan).

On February 10, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co (“Cantor”). in connection with an underwritten public offering of 3,809,524 shares (the “Firm Shares”) of the Company’s common stock, pursuant to the Company’s shelf registration statement on Form S-3 (declared effective by the SEC on September 28, 2018, File No. 333-227248). Cantor purchased the Firm Shares from the Company at a price of $4.9533 per share on February 12, 2021. The net proceeds received by the Company for the sale and issuance of the Firm Shares were approximately $18.9 million. Under the terms of the Underwriting Agreement, the Company granted Cantor an option, exercisable for 30 days, to purchase up to an additional 571,428 shares of common stock at the same price per share as the Firm Shares which option was not exercised.

As of September 30, 2022, the Company was authorized to issue 100 million shares of common stock, par value $0.001 per share, of which 57,496,003 and 53,772,261 shares were issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.

On March 28, 2022, 15,000 RSUs vested and resulted in the issuance of 15,000 shares of common stock.

On April 19, 2022, 26,250 RSUs vested, resulting in the issuance of 21,712 shares of common stock and the withholding of 4,538 shares of common stock for taxes, which were returned as authorized shares to the Company’s 2015 Stock Incentive Plan, as amended (the “2015 Stock Incentive Plan”).

On May 1, 2022, 50,000 RSUs vested, resulting in the issuance of 35,000 shares of common stock and the withholding of 15,000 shares of common stock for taxes, which were returned as authorized shares to the 2015 Stock Incentive Plan.

On August 3, 2022, 230,102 RSUs vested, resulting in the issuance of 191,992 shares of common stock and the withholding of 38,110 shares of common stock for taxes which were returned as authorized shares under the 2015 Stock Incentive Plan.

On September 7, 2022, 12,000 RSUs vested resulting in the issuance of 7,038 shares of common stock and the withholding of 4,962 shares of common stock for taxes, which were returned as authorized shares under the 2015 Stock Incentive Plan.

On July 29, 2022, the Company entered into an underwriting agreement with Newbridge Securities Corporation (the “Underwriter”) in connection with an underwritten public offering of 3,450,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share pursuant to the Company’s shelf registration statement on Form S-3 (declared effective by the SEC on November 8, 2021, File No. 333-259783) (the “Effective Form S-3”). The Underwriter purchased the Shares from the Company at a price of $2.00 per share on August 2, 2022. The net proceeds received by the Company for the sale and issuance of the Shares were approximately $6.4 million, before deducting offering expenses of $0.4 million paid by the Company.

On September 24, 2021, the Company entered into an equity distribution agreement (the “2021 EDA”) with Cantor Fitzgerald & Co. Inc. (“Cantor”) and Oppenheimer & Co. Inc. (“Oppenheimer”), to sell shares of its common stock having an aggregate offering price of up to $25.0 million from time-to-time, through an “at the market offering program” pursuant to the Company’s ~~effective “shelf” registration statement on~~Effective Form S-3 ~~(File No. 333-259783)~~ and related prospectuses, through Cantor and Oppenheimer each acting as the Company’s agent and/or principal. Effective May 7, 2022, the Company terminated its 2021 EDA and no further sales of the Company’s common stock will be made under the 2021 EDA. From inception through termination on May 7, 2022, the Company raised aggregate net proceeds (net of brokers’ commissions and fees) of approximately $0.7 million under the 2021 EDA through the sale of 193,600 shares of its common stock.

On May 20, 2022, the Company entered into an equity distribution agreement (the “2022 EDA”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, having an aggregate offering price of up to $25.0 million from time to time, through an “at the market” offering program pursuant to the Company’s Effective Form S-3 and related prospectuses, through Jefferies acting as the Company’s agent and/or principal. The Company is not obligated to sell any shares under the ~~2021~~2022 EDA. ~~No sales of shares have been made under the 2021 EDA as of the date of filing of the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.~~ The ~~2021~~2022 EDA replaces the ~~2020 EDA effective as~~2021 EDA. As of ~~November 8, 2021 and no further sales will be made under the 2020 EDA as of such date.~~

On November 10, 2020, the Company entered into an equity distribution agreement (the “2020 EDA”) with Cantor and Oppenheimer to sell shares of its common stock having an aggregate offering price of up to $25.0 million from time-to-time, through an “at the market offering program” pursuant to the Company’s effective “shelf” registration statement on Form S-3 (File No. 333-227248) and related prospectuses, through Cantor and Oppenheimer each acting as the Company’s agent and/or principal. The Company is not obligated to sell any shares under the 2020 EDA. During the three months ended September 30, 2021, the Company raised aggregate net proceeds (net of broker’s commissions and fees) of $259,397 under the 2020 EDA through the sale of 79,679 shares of its common stock. From inception through September 30, 2021, the Company raised aggregate net proceeds (net of broker’s commissions and fees) of $1,460,564 under the 2020 EDA through the sale of 396,448 shares of its common stock. The 2021 EDA replaces the 2020 EDA effective as of November 8, 2021 and2022, no ~~further sales will be made under the 2020 EDA as of such date.~~

~~On September 7, 2018, the Company entered into an equity distribution agreement (as amended, the “2018 EDA”) with Oppenheimer to sell~~ shares of common stock having an aggregate offering price of up to $10.0 million from time-to-time, through an “at the market offering program” pursuant to the Company’s effective “shelf” registration statement on Form S-3 (File No 333-227248) and related prospectuses, through Oppenheimer acting as the Company’s agent and/or principal. From inception through March 31, 2021, the Company raised aggregate net proceeds (net of broker’s commissions and fees) of approximately $9.7 millionhave been sold under the 2018 EDA through the sale of 2,539,606 shares of its common stock and fully utilized the availability under the 2018 EDA during the quarter ended March 31, 2021. No further sales will be made under the 20182022 EDA.

The following table summarizes the changes in warrants outstanding of the Company during the nine-month period ended September 30, ~~2021:~~2022:

Effective January 1, 2021, the Company granted warrants to purchase 125,000 shares of common stock to a Company employee for services to the Company. These warrants vest on January 1, 2022 (subject to continued employment through such date) and expire on January 1, 2027, with an exercise price of $3.95 per share. The Company has calculated the estimated fair market value of these warrants at $242,877, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $3.80, exercise price $3.95, 74.53% volatility, 0.50% risk free rate, and no forfeiture rate.

Effective February 1, 2021, the Company granted warrants to purchase 185,000 shares of common stock to a Company employee for services to the Company. These warrants vest on February 1, 2022 (subject to continued employment through such date) and expire on February 1, 2027, with an exercise price of $4.90 per share. The Company has calculated the estimated fair market value of these warrants at $459,352, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $4.80, exercise price $4.90, 75.03% volatility, 0.59% risk free rate, and no forfeiture rate.

Below is a table summarizing the warrants issued and outstanding as of September 30, ~~2021,~~2022, which have an aggregate weighted average remaining contractual life of ~~4.21~~3.49 years.

						Weighted Average									Weighted Average
						Remaining		Proceeds to							Remaining		Proceeds to
Number	Number	Number		Exercise		Contractual		Company if		Number	Number		Exercise		Contractual		Company if
Outstanding	Outstanding	Exercisable		Price ($)		Life (Years)		Exercised ($)		Outstanding	Exercisable		Price ($)		Life (Years)		Exercised ($)
	125,000		125,000		2.47		1.41		308,750	125,000		125,000		2.47		0.41		308,750
	50,000		50,000		3.45		4.42		172,500	54,000		-		3.05		6.02		164,700
	125,000		-		3.95		5.26		493,750	50,000		50,000		3.45		3.42		172,500
	185,000		-		4.90		5.34		906,500	125,000		125,000		3.95		4.26		493,750
	485,000		175,000						1,881,500	185,000		185,000		4.90		4.34		906,500
										539,000		485,000						2,046,200

Effective April 4, 2022, the Company granted a warrant to purchase 54,000 shares of common stock to a Company employee for services to the Company and/or its subsidiaries. This warrant shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service and expire on April 4, 2028 and April 4, 2029, respectively, with an exercise price of $3.05 per share. The Company has calculated the estimated fair market value of this warrant at $80,901, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $2.95, exercise price $3.05, 71.07% volatility, 2.53% risk-free rate, and no forfeiture rate.

Stock-based compensation expense related to warrants of $68,852 and $524,780 was recorded in the nine months ended September 30, 2022 and September 30, 2021, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is $51,063 and is expected to be recognized over a period of 1.51 years. As of September 30, 2022, the total intrinsic value of warrants outstanding was $nil.

Stock-based compensation expense related to warrants of $524,780 and $56,127 was recorded in the nine months ended September 30, 2021 and September 30, 2020, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is $216,014 and is expected to be recognized over a period of 0.34 years. As of September 30, 2021, the total intrinsic value of warrants outstanding was $78,750.

The following table summarizes the changes in options outstanding of the Company during the nine-month period ended September 30, ~~2021:~~2022:

Effective May 20, 2021, the Company granted stock options to purchase 40,000 shares of common stock to a Company employee in exchange for services provided to the Company. These options vest on May 20, 2022 and expire five years after the vesting date, with an exercise price of $3.60 per share. The Company has calculated the estimated fair market value of these options at $73,641, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $3.50, exercise price $3.60, 76.16% volatility, 0.58% risk free rate, and no forfeiture rate.

On July 14, 2021, the Company amended the terms of certain outstanding options granted pursuant to the 2011 Equity Incentive Plan such that (i) the expiration date for outstanding options to purchase up to an aggregate of 292,000 shares of the Company’s common stock, granted on July 23, 2015, was extended from five years and six months after vesting to ten years from the date of grant, or an expiration date of July 23, 2025, (ii) the expiration date for outstanding options to purchase up to an aggregate of 6,367 shares of the Company’s common stock, granted on March 20, 2013, was extended from six years after vesting to ten years from the date of grant, or an expiration date of March 20, 2023, and (iii) the expiration date for outstanding options to purchase up to an aggregate of 8,151 shares of the Company’s common stock, granted September 2, 2013, was extended from six years after vesting to ten years from the date of grant, or an expiration date of September 2, 2023. As a result of these amendments $452,433 was recorded as additional options expense.

Effective August 3, 2021, the Company approved the granting of options under the 2015 Stock Incentive Plan vesting upon achievement of certain corporate goals (see additional details in Note 8 (h)). Pursuant to this approval, the Company granted stock options to purchase an aggregate of 926,640 shares of common stock to various personnel (including directors, executives, members of management and employees of the Company and/or its subsidiaries) in exchange for services provided to the Company and/or its subsidiaries. These options vest over two years with options to purchase up to 463,328 shares vesting on August 3, 2022, and options to purchase up to 463,312 shares vesting on August 3, 2023, subject to continued service by the optionee, and expire 10 years from the date of grant with an exercise price of $3.40 per share. The actual number of options that are eligible for the time-based vesting is contingent upon the timely achievement of certain pre-determined corporate goals by the Company and/or its subsidiaries as set forth in the grant documents. The Company has calculated the estimated fair market value of these options at $1,811,216, using the Black-Scholes model and the following assumptions: term 5.5 years, stock price $3.31, exercise price $3.40, 69.13% volatility, 1.19% risk free rate, and no forfeiture rate.

Effective September 7, 2021, the Company granted stock options to purchase 50,000 shares of common stock to two employees in exchange for services provided to the Company and/or its subsidiaries. These options vest over two years with 25,000 shares vesting on September 7, 2022, and 25,000 shares vesting on September 7, 2023 subject to continued service by the optionee and expire 10 years from the date of grant with an exercise price of $3.40 per share. The Company has calculated the estimated fair market value of these options at $98,322, using the Black-Scholes model and the following assumptions: term 5.5 years, stock price $3.32, exercise price $3.40, 68.98% volatility, 1.38% risk free rate, and no forfeiture rate.

On September 21, 2021, the Company amended the terms of certain outstanding options such that (i) the expiration date for outstanding options to purchase up to an aggregate of 335,000 shares of the Company’s common stock, granted on April 13, 2020 under the 2015 Stock Incentive Plan, were extended from six (6) to ten (10) years from the date of the grant. (ii) the expiration date for outstanding options to purchase up to an aggregate of 89,163 shares of the Company’s common stock, granted on January 23, 2018 and amended on December 16, 2019 under the 2015 Stock Incentive Plan, were extended from six (6) to ten (10) years from the date of the grant and (iii) the expiration date for outstanding options to purchase up to an aggregate of 308,066 shares of the Company’s common stock, granted on February 13, 2017 and March 30, 2017 (and amended on December 16, 2019) under the 2015 Stock Incentive Plan, were extended from six (6) to ten (10) years from the date of the grant. As a result of these amendments $315,858 was recorded as additional options expense.

Below is a table summarizing the options issued and outstanding as of September 30, ~~2021,~~2022, all of which were issued pursuant to the Company’s 2011 Equity Incentive Plan (for option issuances prior to 2016) or the 2015 Stock Incentive Plan (for option issuances commencing in 2016) and which have an aggregate weighted average remaining contractual life of ~~4.58~~5.50 years. As of September 30, ~~2021,~~2022, an aggregate of ~~6,000,000~~7,750,000 shares of common stock were authorized for issuance under the 2015 Stock Incentive Plan, of which ~~554,021~~1,928,740 shares of common stock remained available for future issuance thereunder.

Stock-based compensation expense related to stock options of $664,819 and $861,312 was recorded in the nine months ended September 30, 2021 and September 30, 2020, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is $1,738,661 and is expected to be recognized over a period of 1.94 years. As of September 30, 2021, the total intrinsic value of stock options outstanding was nil.

~~Below is a table summarizing the RSUs issued and outstanding as of September 30, 2021, all of which were issued pursuant to the 2015 Stock Incentive Plan.~~

Effective January 1, 2021, the Company granted RSUs of 5,000 shares of common stock to a Company employee in exchange for services provided to the Company. These RSUs vested immediately, on January 1, 2021 and resulted in the issuance of 3,000 shares (the remaining 2,000 shares were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan) and total compensation expense of $19,450.

Effective March 25, 2021, the Company granted aggregate RSUs of 30,000 shares of common stock to two non-executive directors in exchange for services provided to the Company. These RSUs vest over two years, with 50% vesting on each of March 25, 2022 and March 25, 2023, subject to continued service, and will result in total compensation expense of $107,700.

On March 25, 2021, 15,000 RSUs previously granted to a non-executive director were cancelled and returned as authorized shares under the 2015 Stock Incentive Plan upon the resignation of such director prior to vesting.

On April 13, 2021, 26,250 RSUs vested and resulted in the issuance of 21,712 shares (the remaining 4,538 shares were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan).

Effective May 1, 2021, the Company granted RSUs of 150,000 shares of common stock to an employee in exchange for services provided to the Company. These RSUs vest over three years with 50,000 units vesting on each of May 1, 2022, May 1, 2023 and May 1, 2024, respectively, subject to continued service, and will result in total compensation expense of $496,500.

Effective August 3, 2021, the Company approved the granting of RSU’s under the 2015 Stock Incentive Plan vesting upon achievement of certain corporate goals (see additional details in Note 8 (h)). Pursuant to this approval, the Company granted RSUs of 460,191 shares of common stock to various personnel (including directors, executives, members of management and employees of the Company and/or its subsidiaries) in exchange for services provided to the Company and/or its subsidiaries). The actual number of RSUs that are eligible for the time-based vesting is contingent based upon the timely achievement of certain pre-determined corporate goals by the Company and/or its subsidiaries as set forth in the grant documents. The RSUs eligible for vesting shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service. These RSUs vest over two years with up to 230,102 units vesting on August 3, 2022, and up to 230,089 units vesting on August 3, 2023 and will result in total compensation expense of $1,523,232.

Effective September 7, 2021, the Company granted RSUs of 38,000 shares of common stock to various employees of the Company and/or its subsidiaries in exchange for services provided to the Company and/or its subsidiaries. These RSUs vest over two years with 19,000 units vesting on September 7, 2022, and 19,000 units vesting on September 7, 2023, subject to continued service and will result in total compensation expense of $126,160.

~~Below is a table summarizing the RSUs issued and outstanding as of September 30, 2021 and which have an aggregate weighted average remaining contractual life of 1.35 years.~~

Stock-based compensation expense related to RSUs of $435,678 and $64,553 was recorded in the nine months ended September 30, 2021 and September 30, 2020, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $1,972,118. As of September 30, 2021, the total intrinsic value of the RSUs outstanding was nil.

In 2016, the Company entered into a real estate finance lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million, maturing in May 2031 with implicit interest of 2.62%. As of September 30, 2021, the balance payable was $580,355.

In 2018, the Company entered into a capital lease with BNP Paribas leasing solutions to purchase a freezer for the Belgium facility for €25,000, maturing in January 2022 with implicit interest of 1.35%. The leased equipment is amortized on a straight-line basis over 5 years. As of September 30, 2021, the balance payable was $3,896.

~~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 September 30, 2021.~~

Stock-based compensation expense related to stock options of $1,021,938 and $664,819 was recorded in the nine months ended September 30, 2022 and September 30, 2021, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is $436,344 and is expected to be recognized over a period of 1.01 years. As of September 30, 2022, the total intrinsic value of stock options outstanding was $nil.

Below is a table summarizing the RSUs issued and outstanding as of September 30, 2022, all of which were issued pursuant to the 2015 Stock Incentive Plan.

Effective February 8, –2022, the Company granted aggregate RSUs of 8,000 shares of common stock to an employee in exchange for services provided to the Company. These RSUs vest over 24 months, with 50% vesting on each of February 8, 2023 and February 8, 2024, subject to continued service, and will result in total compensation expense of $22,640.

Effective March 1, 2022, the Company granted aggregate RSUs of 30,000 shares of common stock to various employees in exchange for services provided to the Company. These RSUs vest over 24 months, with 50% vesting on each of March 1, 2023 and March 1, 2024, subject to continued service, and will result in total compensation expense of $84,300.

On March 28, 2022, 15,000 RSUs vested and resulted in the issuance of 15,000 shares of common stock.

Effective April 4, 2022, the Company granted aggregate RSUs of 32,000 shares of common stock to employees of the Company and /or its subsidiaries in exchange for services provided to the Company and /or its subsidiaries. The RSUs shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service, and will result in total compensation expense of $94,400.

Effective April 4, 2022, the Company granted aggregate RSUs of 104,000 shares of common stock to employees of the Company and /or its subsidiaries in exchange for services provided to the Company and /or its subsidiaries. The RSUs shall vest in three equal installments at 12 months, 24 months and 36 months from the grant date, subject to continued service, and will result in total compensation expense of $306,800.

On April 19, 2022, 26,250 RSUs vested and resulted in the issuance of 21,712 shares of common stock and the remaining 4,538 shares of common stock were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan.

On May 1, 2022, 50,000 RSUs vested and resulted in the issuance of 35,000 shares of common stock and the remaining 15,000 shares of common stock were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan.

On May 31, 2022, an aggregate of 33,000 RSUs previously granted to employees were cancelled and returned as authorized shares under the 2015 Stock Incentive Plan upon the resignation of such employees prior to vesting.

Effective June 1, 2022, the Company granted aggregate RSUs of 33,000 shares of common stock to various employees in exchange for services provided to the Company. These RSUs vest over two years, with 50% vesting on each of June 1, 2023 and June 1, 2024, subject to continued service, and will result in total compensation expense of $80,850.

On August 3, 2022, 230,102 RSUs vested and resulted in the issuance of 191,992 shares of common stock and the remaining 38,110 shares of common stock were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan.

Effective August 15, 2022, the Company granted aggregate RSUs of 63,102 shares of common stock to various employees in exchange for services provided to the Company. These RSUs vest over two years, with 50% vesting on each of August 15, 2023 and August 15, 2024, subject to continued service, and will result in total compensation expense of $126,835.

On August 18 2022, 1,365 RSUs previously granted to employees were cancelled and returned as authorized shares under the 2015 Stock Incentive Plan upon the resignation of such employees prior to vesting.

On September 7, 2022, 12,000 RSUs vested and resulted in the issuance of 7,038 shares of common stock and the remaining 4,962 shares of common stock were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan.

Effective September 21, 2022, the Company granted aggregate RSUs of 25,000 shares of common stock to various employees in exchange for services provided to the Company. These RSUs vest over two years, with 50% vesting on each of September 21, 2023 and September 21, 2024, subject to continued service, and will result in total compensation expense of $42,250.

Below is a table summarizing the RSUs issued and outstanding as of September 30, 2022 and which have an aggregate weighted average remaining contractual life of 1.02 years.

Stock-based compensation expense related to RSUs of $1,317,620 and $435,678 was recorded in the nine months ended September 30, 2022 and September 30, 2021, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $1,120,983.

In 2016, the Company entered into a capital lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million, maturing in May 2031 with implicit interest of 2.62%. As of September 30, 2022, the balance payable was $450,037.

In 2018, the Company entered into a capital lease with BNP Paribas leasing solutions to purchase a freezer for the Belgium facility for €25,000, that matured in January 2022 with implicit interest of 1.35%. The leased equipment is amortized on a straight-line basis over 5 years. As of September 30, 2022, the balance payable was $nil.

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 September 30, 2022.

As all the existing leases subject to the new lease standard ASC 842, “~~(“Leases”)~~Leases,” were previously classified as operating leases by the Company, they were similarly classified as operating leases under the new standard. The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost. Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so the Company used its incremental borrowing rate as the discount rate. The Company’s weighted average discount rate is ~~4.49%~~2.40% and the weighted average remaining lease term is 28 months.

During the nine months ended September 30, ~~months.~~2022, the Company entered into a new lease agreement. The lease is initially for 62 months and the initial rent is $7,642 a month. In connection with the new lease agreement the Company recorded $461,341 of right of use assets in exchange for right of use liabilities.

As of September 30, ~~2021,~~2022, operating lease right-of-use assets and liabilities arising from operating leases were ~~$263,440~~$716,208 and ~~$268,870,~~$681,487, respectively. During the nine months ended September 30, ~~2021,~~2022, cash paid for amounts included for the measurement of lease liabilities was ~~$151,003~~$142,171 and the Company recorded operating lease expense of ~~$151,635.~~$162,189.

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 September 30, ~~2021.~~2022.

2021 - remaining	$	50,545
2022	$	99,623		$	60,784
2023	$	74,653		$	251,092
2024	$	48,868		$	158,384
2025	$	5,292		$	118,449
2026				$	120,400
Total Operating Lease Obligations	$	278,981		$	709,109
Less: Amount representing interest	$	(10,111	)	$	(27,622	)
Present Value of minimum lease payments	$	268,870		$	681,487

The Company’s office space leases are short-term and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the nine months ended September 30, ~~2021, $58,720 was~~2022, the Company recognized $53,895 in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows:

2021 - remaining	$	19,244
2022	$	37,860	$	12,203
2023			$	21,812
2024			$	-
Total Operating Lease Liabilities	$	57,104	$	34,015

In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €1.05 million. 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. 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%6.00% royalty on revenue, is equal to twice the amount of funding received. As of September 30, ~~2021,~~2022, the grant balance repayable was ~~$63,673.~~$24,470.

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 installments 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 September 30, ~~2021,~~2022, the grant balance repayable was ~~$124,270.~~

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 installments 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 September 30, ~~2021,~~2022, the grant balance repayable was ~~$53,765.~~$210,119.

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 September 30, ~~2021,~~2022, the grant balance repayable was ~~$59,836.~~$89,190.

As of September 30, ~~2021,~~2022, the total grant balance repayable was ~~$301,544~~$421,617 and the payments remaining were as follows:

2021 - remaining	$	0
2022	$	45,069	$	-
2023	$	43,330	$	44,945
2024	$	18,808	$	24,205
2025	$	20,703	$	31,537
2026			$	38,328
Greater than 5 years	$	173,634	$	282,602
Total Grants Repayable	$	301,544	$	421,617

In 2016, the Company entered into a 7-year loan agreement with Namur Invest for €440,000 with a fixed interest rate of 4.85%, maturing in December 2023. As of September 30, ~~2021,~~2022, the principal balance payable was ~~$194,720.~~$99,713.

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 in December ~~2031.As~~2031. As of September 30, ~~2021,~~2022, the principal balance payable was ~~$227,954.~~

In 2017, the Company entered into a 4-year loan agreement with Namur Invest for €350,000 with a fixed interest rate of 4.00%, maturing in June 2021. As of September 30, 2021, the principal balance payable was nil.$176,358.

In 2017, the Company entered into a 7-year loan agreement with SOFINEX for up to €1 million with a fixed interest rate of 4.50%, maturing in September 2024. As of September 30, ~~2021,~~2022, €1 million had been drawn down under this agreement and the principal balance payable was ~~$810,388.~~$489,391.

In 2018, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 with a fixed interest rate of ~~4.0%~~4.00%, maturing in June 2022. As of September 30, ~~2021,~~2022, the principal balance payable was ~~$130,938.~~$0.

In 2019, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 with a fixed interest rate of 4.80%, maturing in September 2024. As of September 30, ~~2021,~~2022, the principal balance payable was ~~$501,978.~~$301,131.

On October 13, 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 September 30, ~~2021,~~2022, the principal balance payable was ~~$921,411.~~$716,058.

On November 23, 2021, the Company entered into a 3 ½ year loan agreement with SOFINEX for a maximum of €450,000 with fixed interest rate of 5.00%, maturing June 2025. As of September 30, 2022, the principal balance payable was $440,452.

On February 5, 2022, the Company entered into a 9-month loan agreement with First Insurance Funding for a maximum of $620,549 with fixed interest rate of 3.57%, maturing November 2022. As of September 30, 2022, the maximum has been drawn down under this agreement and the principal balance payable was $137,900.

In July 2022, Volition was awarded a €1.5 million loan facility by Namur Invest Capital Risk to fund an early access program for its Nu.Q® product portfolio at key sites across the EU, UK, and US. On August 16, 2022, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €1.0 million with fixed interest rate of 6.0%, maturing in August 2026. As of September 30, ~~2021,~~2022, €1.0 million has been drawn down under this agreement and the principal balance payable was $978,783. The remaining €0.5 million remains available for future drawdown.

As of September 30, 2022, the total balance for long-term debt payable was ~~$2,787,389~~$3,339,786 and the payments remaining were as follows:

2021 - remaining	$	281,249
2022	$	761,541		$	464,780
2023	$	662,368		$	1,012,234
2024	$	515,446		$	901,615
2025	$	142,380		$	505,886
2026				$	301,640
Greater than 5 years	$	766,723		$	527,857
Total	$	3,129,707		$	3,714,012
Less: Amount representing interest	$	(342,318	)	$	(374,226	)
Total Long-Term Debt	$	2,787,389		$	3,339,786

In 2016, the Company entered into a research co-operation agreement with DKFZ in Germany for a five-year period for €400,000. As of September 30, ~~2021, $231,539~~2022, $195,757 is still to be paid by the Company under this agreement.

In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a three-year period for a cost to the Company of up to $2.55 million payable over such period. As of September 30, ~~2021,~~2022, $510,000 ~~is still to be paid by the Company under this agreement.~~

In 2019, the Company entered into a research collaboration agreement with the University of Taiwan for a two-year period to collect a total of 1,200 samples for a cost to the Company of up to $320,000 payable over such period. As of September 30, 2021, nil is still to be paid by the Company under this agreement.

In 2019, the Company entered into a funded sponsored research agreement with the Texas A&M University (“TAMU”) in consideration for the license granted to the Company for a five-year period for a cost to the Company of up to $400,000 payable over such period. As of September 30, ~~2021, $98,711~~2022, $0 is still to be paid by the Company under this agreement.

On September 16, 2020, the Company entered into a research agreement for the bioinformatic analysis of cell-free DNA fragments from whole-genome sequencing with the Hebrew University of Jerusalem for six months for a cost to the Company of €54,879. Subsequently the parties entered into an amendment to the agreement with an additional cost to the Company of ~~€155,115.~~$117,711 (€100,236). In the nine-months ended September 30, 2022, the parties entered into agreements for an additional cost to the Company of $40,918 (€39,000). As of September 30, ~~2021, $92,749~~2022, $20,992 is still to be paid by the Company under the amended agreement.

On August 10, 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 $346,787. As of September 30, ~~2021, the total amount~~2022, $346,787 is still to be paid ~~for future research and collaboration commitments was approximately $ 932,999 and~~by the ~~payments remaining were as follows:~~Company under this agreement.

As of September 30, 2022, the total amount to be paid for future research and collaboration commitments was approximately $1,073,536 and the payments remaining were as follows:

On October 25, 2019, the Company entered into an agreement with 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 in a year from the date of the agreement, giving TAMU in aggregate, a 12.5% equity interest as of such date. As of September 30, ~~2021,~~2022, TAMU has a ~~12.5 %~~12.5% equity interest in Volition Vet.

On January 10, 2020, the Company, through its wholly-owned subsidiary Belgian Volition, acquired an epigenetic reagent company, Octamer GmbH (“Octamer”), based in Munich, Germany, and hired its founder for his expertise and knowledge to be passed to Company personnel. On March 9, 2020, Octamer was renamed to Volition Germany GmbH ~~(or “Volition~~(“Volition Germany”).

Upon considering the definition of a business, as defined in ASC 805 “Business Combinations,” paragraph 805-10-20, which is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return, the Company has determined that this did not constitute a business. This is primarily due to the fact that additional inputs are needed in the form of training personnel further to produce outputs. Accordingly, the Company has treated this transaction as the hiring of a member of management, described below, rather than accounting for the transaction as a business combination.

The Company agreed to terms of the transaction on December 13, 2019 and closed on January 10, 2020. Pursuant to the transaction agreement, the Company purchased all outstanding shares of Octamer. In exchange, the Company agreed to issue 73,263 newly issued restricted shares of Company common stock valued at $333,969 (based on the $4.56 per share volume weighted trading price for the five days prior to December 13, 2019), committed to pay approximately €350,000, subject to adjustments, and agreed to pay off certain Octamer expenses leading up to the agreement (representing net liabilities of $6,535). At closing, the Company issued 73,263 restricted shares of Company common stock, paid an adjusted amount of approximately $357,000 (€321,736) and recorded a holdback liability of $55,404 (€50,000). During the three months ended March 31, 2021, an amount of €43,152 was paid in full settlement of the amount due.

In connection with the transaction agreement, the Company ~~also~~ entered into a two-year Managing Director’s agreement with the founder of Octamer to continue to manage Volition Germany for a payment of €288,000 payable in equal monthly installments over such two-year period and 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.

During the three months ended March 31, 2020, the Company recorded approximately $753,000 in January 2020 as compensation expense as a result of cash paid in, holdback liability, stock issued and assumption of expenses. As of September 30, ~~2021,$41,677 is still to be paid by the Company under the Managing Director’s agreement and $229~~2022, $191 is payable under the 6% royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of $107,666.

On November 3, 2020, the Company entered into a professional services master agreement (the “Master Agreement”) with Diagnostic Oncology CRO, LLC (“DXOCRO”) to conduct a pivotal clinical trial and provide regulatory submission and reimbursement related services. On August 8, 2022, the Company and DXOCRO amended and restated the Master Agreement to expand the scope of DXOCRO’s consultant services provided thereunder (the “A&R Master Agreement”). The A&R Master Agreement requires DXOCRO to support development and clinical validation studies for the Company’s Nu.Q® product portfolio in the United States, including by conducting large-scale finding studies across multiple sites in the U.S. using Nu.Q® NETs and Nu.Q® Cancer tests to determine clinical utility in sepsis and non-Hodgkin’s lymphoma. The Company anticipates DXOCRO’s services under the agreement will be completed by the end of the third quarter 2023 at a total cost to the Company of up to $4.2 million. The Company’s payment obligations accrue upon delivery of projects under the agreement. The Company may terminate the agreement or any project thereunder upon at least 30 days’ prior written notice. Unless earlier terminated, the A&R Master Agreement terminates on the later of December 31, 2025 or the date upon which all services have been completed. As of September 30, 2022, $119,035 is payable under the A&R Master Agreement, and up to $ 3,817,118 maybe payable by Company in future periods for services rendered.

On November 3, 2020, the Company entered into a professional services master agreement with Diagnostic Oncology CRO, LLC to conduct a pivotal clinical trial and provide regulatory submission and reimbursement related services. Under the terms of the agreement Diagnostic Oncology CRO, LLC will provide ad hoc consulting assistance on a project-by-project basis related to the review and assessment of existing data and information to prepare recommended intended use claims and coverage/reimbursement plans to support the preparation of FDA pre-submissions, clinical trial protocol development and study administration, and potential 510k regulatory marketing submissions of the Company’s diagnostic tests, including those proposed for use as an adjunct diagnostic tool for common and aggressive forms of Non-Hodgkin’s Lymphoma. The initial projects contemplated by the agreement relating to Non-Hodgkin’s Lymphoma obligate the Company to pay in aggregate of up to $2.9 million over a period of 22 months. Such payment obligations are on a project-by-project basis as deliverables are executed and subject to certain terms and conditions. Additionally, the Company may terminate the agreement or any project with or without cause upon at least 30 days’ prior written notice. Unless earlier terminated, the term of the agreement is until December 31, 2025 or such later date as when all projects have been completed. As of September 30, 2021, nil is payable by Company for services rendered under the agreement.

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

In August 2021 and October 2021 the Compensation Committee of the Board of Directors approved the issuance of certain equity-based awards and cash bonuses in order to provide company personnel with an element of performance-based compensation tied to the timely achievement of certain corporate goals focused around product development and commercialization.

~~Effective August 3, 2021, the Company~~ approved the granting of equity-based awards under the 2015 Stock Incentive Plan as well as cash bonuses, vesting upon achievement of certain corporate goals focused around product development and commercialization, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries.

Conditional upon the achievement by December 31, 2021 of a specified corporate goal as set forth in the minutes of the Compensation Committee dated August 3, 2021, as well as continued service by the award recipient, the Company at the sole discretion of the Chief Executive Officer and the Chief Financial Officer shall pay a cash bonus to such award recipient. The Company estimates the total compensation expense based on current recipients to be $330,837. As of September 30, 2021, the Company has accrued compensation expense of $229,900 based on the probable outcomes related to the prescribed performance targets.

~~Conditional upon the achievement by~~ July 1, 2022 of all specified corporate goals as set forth in the minutes of the Compensation Committee, ~~dated August 3, 2021,~~ as well as continued service by the award recipient, the Company at the sole discretion of the Chief Executive Officer and the Chief Financial Officer, would pay ~~an additional~~a cash bonus to such award recipient. ~~The Company estimates the total compensation expense based on current recipients to be $467,269.~~ As of September 30, ~~2021,~~2022, the Company has ~~accrued~~paid compensation expense of ~~$116,121~~$737,137 based on the ~~probable~~actual outcomes related to the prescribed performance ~~targets.~~targets and no further amounts are due.

As discussed in detail in Note 7,8, - Stock-Based Compensation, of the notes to condensed consolidated financial statements contained in ~~August 2021 a total~~the Annual Report an aggregate of ~~926,640~~1,000,000 stock options and ~~460,191 restricted stock units~~500,000 RSUs were issued under the 2015 Stock Incentive ~~Plan.~~Plan in connection with the August and October 2021 grants.

On June 23, 2022, the Compensation Committee of the Board of Directors approved the achievement of all of the remaining outstanding corporate goals resulting in the payment of the cash bonus awards and the vesting of the rights to the equity-based awards, which equity-based awards remain subject to time-based vesting in equal installments on each of August 3, 2022 and August 3, 2023 (with the exception of October 4, 2022 and October 4, 2023 for one award) and the continuous service of the award recipient through the applicable vesting date.

As of September 30, ~~2021,~~2022, the Company has recognized compensation expense of ~~$219,077~~$687,919 in relation to such stock options and ~~$190,981~~$561,860 in relation to such ~~restricted stock units,~~RSUs, based on the ~~probable~~ outcomes related to the prescribed performance targets on the outstanding awards.

As of September 30, 2022, the Company has unrecognized compensation expense of $413,343 in relation to such stock options and $349,157 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards.

In September 2022 the Compensation Committee of the Board of Directors approved the granting of cash bonuses, payable upon achievement of various corporate goals focused around product development, manufacturing, financing and commercialization, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries.

Conditional upon the achievement by January 1, 2023 and July 1, 2023 of all specified corporate goals as set forth in the minutes of the Compensation Committee, as well as continued service by the award recipient, the Company at the sole discretion of the Chief Executive Officer and the Chief Financial Officer would pay a cash bonus to such award recipient. As of September 30, 2022, the Company accrued compensation expense of $408,520 based on the actual outcomes related to the prescribed performance targets.

Effective October 4, ~~2021,~~2022, the Company granted ~~stock options to purchase 73,360~~aggregate RSUs of 1,144,000 shares of common stock under the Company’s 2015 Stock Incentive Plan to ~~an officer of the Company and/or its subsidiaries~~various employees in exchange for services provided to the ~~Company and/or its subsidiaries.~~Company. These ~~options~~RSUs vest upon the achievement of corporate goals focused around product development and commercialization with further time-based vesting over ~~two~~three years, with ~~options to purchase up to 50% of the shares~~one-third vesting on ~~October 4, 2022, and options to purchase up to 50%~~each of ~~the shares vesting on~~ October 4, 2023, October 4, 2024 and October 4, 2025, subject to continued service by the optionee, and expire 10 years from the date of grant with an exercise price of $3.40 per share. The actual number of options that are eligible for the time-based vesting is contingent upon the timely achievement of certain pre-determined corporate goals by the Company and/or its subsidiaries set forth in the grant documents. The Company has calculated the estimated fair market value of these options at $128,003, using the Black-Scholes model and the following assumptions: term 5.5 years, stock price $3.04, exercise price $3.40, 68.80% volatility, 1.49% risk free rate, and no forfeiture rate.

~~Effective October 4, 2021, the Company granted RSUs of 39,809 shares of common stock to an officer~~ of the ~~Company and/or its subsidiaries in exchange for services provided~~award recipient to the Company ~~and/or its subsidiaries. The actual number of RSUs that are eligible for~~through the ~~time-based~~applicable vesting is contingent upon the timely achievement of certain pre-determined corporate milestones by the Company and/or its subsidiaries as set forth in the grant documents. The RSUs eligible for vesting shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service. These RSUs vest over two years with up to 50% of the units vesting on October 4, 2022, and up to 50% of the units vesting on October 4, 2023,dates, and will result in total compensation expense of ~~$121,019.~~$1,670,240. On October 13, 2022, the Compensation Committee of the Board of Directors approved the satisfactory achievement of two of the corporate goals, which will result in the vesting of the rights to 17.5% of the RSUs, or 200,200 RSUs, subject to the foregoing time-based vesting and conditioned upon the recipient’s continued service through the applicable vesting date.

Effective ~~November 1, 2021,~~October 4, 2022, the Company granted aggregate RSUs of ~~43,500~~450,000 shares of common stock under the Company’s 2015 Stock Incentive Plan to ~~an officer of the Company and/or its subsidiaries~~various employees in exchange for services provided to the ~~Company and/or its subsidiaries. The RSUs shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service.~~Company. These RSUs vest ~~over two years with up to 50%~~upon the share price closing above $5.00 per share for a minimum of ~~the units vesting on November 1, 2022, and up to 50%~~ten consecutive trading days within a period of ~~the units vesting on November 1, 2023, and will result in total compensation expense of $152,685.~~

~~On November 3, 2021, the Company amended the terms of certain outstanding options under the 2015 Stock Incentive Plan, such that the expiration dates were extended from six (6) to ten (10)~~three years from the date of grant, with further time-based vesting in a single installment six months after the ~~grant. As~~timely achievement of the target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a ~~result~~market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these ~~amendments $1,475,096~~awards will be ~~recorded as additional option expense. The options extended are detailed~~recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met.

On October 4, 2022, 19,905 RSUs vested and resulted in the ~~table below:~~issuance of 13,022 shares of common stock. An aggregate 6,883 shares of common stock were withheld as taxes and returned as authorized shares to the Company’s 2015 Stock Incentive Plan.

Effective October ~~1 to November 4, 2021,~~7, 2022, the Company ~~raised aggregate net proceeds (net~~entered into a global supply agreement with a market leader in pet healthcare (the "Distributor"). Through Volition's supply agreement, the Distributor is engaged as a worldwide provider of ~~broker’s commissions and fees) of $1,209,709 under~~ the ~~2020 EDA~~Nu.Q® Vet Cancer Test through ~~the sale of 357,900 shares of~~ its ~~common stock.~~reference laboratory network for cancer indications in animal health.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our ~~Unaudited Condensed Consolidated Financial Statements~~unaudited condensed consolidated financial statements and the related notes included elsewhere in this Report and in our Annual Report. This discussion and analysis contains forward-looking statements that are based on our current expectations and reflect our plans, estimates and anticipated future financial performance. These statements involve numerous risks and uncertainties, including those related to the anticipated impact on our business from, and our response to, the COVID-19 pandemic. Our actual results may differ materially from those expressed or implied by these forward-looking statements as a result of many factors, including those set forth in the section entitled “Risk Factors” in this Report and in our Annual Report, as well as our other public filings with the SEC. Please refer to the section of this Report entitled “Cautionary Note Regarding Forward-Looking Statements” for additional information.

~~VolitionRx~~Volition is a multi-national epigenetics company that applies its ~~Nucleosomics~~^TMNucleosomics™ platform through its subsidiaries to develop simple, easy to use, cost-effective blood tests to help diagnose and monitor a range of life-altering diseases, including ~~some~~certain cancers and diseases associated with NETosis, such as sepsis and ~~COVID-19.We hope that through earlier~~COVID-19. Our mission is to save lives and improve outcomes for millions of people and animals worldwide. Early diagnosis and monitoring ~~we can help save and~~have the potential to not only prolong the life of patients, but also to improve ~~the~~their quality of ~~human and animals’ lives throughout the world.~~life.

Our ~~assays~~blood tests are based on the science of ~~Nucleosomics~~^TMNucleosomics™, which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily ~~fluid,~~fluids, since changes in these parameters are an indication that disease is present. While we are primarily focused on human diagnostics and monitoring, we also have a subsidiary focused on animal diagnostics and monitoring.

~~Volition’s approach is~~We have five key pillars of focus, all of which use the same proprietary Nu.Q^® platform to investigate the epigenetic structure of chromatin and nucleosomes rather than investigating only the DNA sequence. We are continuously developing new technologies as well as the facilities to deliver them, including:commercialize in different areas.

Our research and development activities are centered in Belgium, with an innovation laboratory in California, and additional offices in Nevada, London, and Singapore, where we focus on bringing our diagnostic and disease monitoring products to market.

~~Volition believes that~~We believe, given the global prevalence of cancer and diseases associated with NETosis, and the low-cost, accessible and routine nature of our tests, Nu.Q^®could potentially be used throughout the world.

We ~~plan~~have developed and are continuing to ~~work~~develop a large portfolio of intellectual property, or IP, centered around the science of identifying and measuring nucleosomes in the bloodstream. We call this science Nucleosomics™. Our technologies have a large range of applications, both in humans and animals, to screen, diagnose, and risk stratify patients, as well as to monitor treatments, disease progression and potential remissions. While we initially focused our technology on cancer screening, we have since broadened the range of indications our blood tests can detect to include several diseases associated with ~~partners~~NETosis, including sepsis, COVID-19 and thrombosis.

We aim to ~~commercialize~~remain an IP powerhouse in the Nucleosomics™ space and expect to monetize our IP and technologies through licensing and distribution contracts with companies that have established distribution networks on a worldwide or regional basis, in both human and animal care.

To this end, on March 28, 2022, Volition entered into a master license and product supply agreement with Heska Corporation, or Heska, a leading global provider of advanced veterinary diagnostics. In exchange for granting Heska exclusive worldwide rights to sell our Nu.Q^® Vet Cancer Test at the point of care for companion animals, Volition received a $10.0 million upfront payment upon signing and is eligible to receive up to an additional $18.0 million based upon the achievement of certain near and mid-term milestones. In addition, Volition has granted Heska non-exclusive rights to sell the Nu.Q^®~~worldwide.~~

~~Commercialization will take multiple forms~~ Vet Cancer Test in ~~various markets and opportunities including, but not limited to:~~kit format for companion animals through Heska’s network of central reference laboratories.

~~On March 11, 2020,~~Following the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets.

~~Throughout 2020 and the first nine months of 2021, we have implemented contingency planning to protect the health and well-being~~roll-out of our ~~employees, with~~Nu.Q^® Vet canine cancer screening test and Nu.Q^®Discover, the ~~majority~~next series of ~~our employees working remotely where possible. We have implemented travel restrictions~~products we anticipate launching are as ~~well as protocols limiting visitor access to our facilities, and we are following social distancing practices.~~

~~As a result of the COVID-19 pandemic, we have experienced and may continue to experience disruptions that could impact our clinical trials, including:~~follows:

Our Nucleosomics™ technology is transferable to multiple platforms including ELISA 96-well plates and, bead-based chemiluminescent. We are currently working on transferring our technology to the widely-utilized homogeneous immunoassay platforms and several point of care platforms to enable rapid turnaround of results both in-clinic and at the doctor’s office.

Additionally, we are working on complete nucleosome analysis with our Nu.Q^® Capture technology. The ~~extent~~goal of this project is to ~~which~~investigate ways to specifically target circulating tumor DNA, or ctDNA. The ability to enrich ctDNA will allow us to use mass spectrometry to analyze histone and DNA modifications, and to sequence DNA present around nucleosomes. This information could enable cancer diagnosis to identify the tissue of origin of a particular cancer.

Due to the continued evolution of the COVID-19 pandemic since March 2020, we cannot precisely determine or quantify the impacts the pandemic will have on our business, financial conditions or results of operations. For example, although we have worked with clinical trial sites impacted by the pandemic to ensure study continuity, we have experienced and may in the future experience disruptions that could impact our clinical trials, including delays in enrolling patients in clinical trials or in sample collection, and diversion of healthcare resources from the conduct of our clinical trials.

The extent of the impact of the COVID-19 pandemic on our business remains uncertain and subject to change. If there is a subsequent outbreak of COVID-19 in the future, we may experience significant delays in our clinical development timelines, which would adversely affect our business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the COVID-19 pandemic, the development of new variants of the COVID-19 virus that may be more contagious or virulent than previous versions, the scope of mandated or recommended containment and mitigation measures, the effect of government stabilization and recovery efforts, and the success of vaccine distribution programs.operations.

We have financed our operations since inception primarily through private placements and public offerings of our common stock. As of September 30, ~~2021,~~2022, we had cash and cash equivalents of approximately ~~$22.9~~$16.4 million.

Net cash used in operating activities was ~~$ 16.4 million and $13.7~~approximately $10.1 million for the nine months ended September 30, ~~2021~~2022 and $16.4 million for the nine months ended September 30, ~~2020, respectively.~~2021. The ~~increase~~decrease in net cash used in operating activities for the period ended September 30, ~~2021~~2022 when compared to same period in ~~2020~~2021 was primarily due to ~~increased~~a $10.0 million payment received pursuant to our master license and product supply agreement with Heska, partly offset by higher payroll costs, ~~reflecting growth in staff numbers,~~and higher ~~legal and professional fees in relation~~amounts paid to ~~a registered public offering and an increase in marketing expenses.~~suppliers during the period.

Net cash used in investing activities was ~~$0.8 million and $0.6~~approximately $1.0 million for the nine months ended September 30, ~~2021~~2022 and $0.8 million for the nine months ended September 30, ~~2020, respectively. The increase~~2021. This was primarily ~~due~~related to purchases of laboratory equipment.

Net cash provided by financing activities was ~~$20.8 million and $18.5~~approximately $6.6 million for the nine months ended September 30, ~~2021~~2022 and net cash provided by financing activities was $20.8 million for the comparable period ended September 30, ~~2020, respectively.~~2021. The ~~increase~~decrease in net cash provided by financing activities for the period ended September 30, ~~2021~~2022 when compared to same period in ~~2020~~2021 was primarily due to $18.9 million in net cash received from the issuance of shares of common stock in a registered public offering in February 2021 ~~$1.2 million in cash received from the issuance of shares of common stock pursuant to the 2018 Equity Distribution Agreement~~ and ~~$1.2 million in cash received from the issuance of shares of common stock pursuant to the 2020 Equity Distribution Agreement, compared to $12.7~~$2.4 million in net cash received from the issuance of shares of common stock under our “at-the-market” facilities during the period ended September 30, 2021. This compares with $6.4 million in net cash received from the issuance of 3.5 million shares of common stock in a registered public offering in ~~May 2020~~August 2022 before deducting offering expenses of $0.4 million paid by the Company and ~~$6.5~~a €1.0 million loan received in ~~cash received~~August 2022 from ~~the issuance of shares of common stock pursuant to the 2018 Equity Distribution Agreement. For additional information on the “at the market offering program,” refer to Note 6,~~ ~~Common Stock – Equity Distribution Agreements,~~ ~~of the Notes to Condensed Consolidated Financial Statements.~~Namur Invest.

The following table summarizes our approximate contractual payments due by year as of September 30, ~~2021.~~2022.

Approximate Payments (Including Interest) Due by Year	Approximate Payments (Including Interest) Due by Year									Approximate Payments (Including Interest) Due by Year

		Total		2021 (Remaining)		2022 - 2025		2026 +			Total		2022 (Remaining)		2023 - 2026		2027 +
Description		$		$		$		$			$		$		$		$
Finance Lease Obligations			665,506		18,031		250,529		396,946
Finance Lease Obligations1,000,000												506,698		13,161		210,580		282,957
Operating Lease Obligations			336,085		69,789		266,296		-			743,124		72,987		670,137		-
Grants Repayable			301,544		-		127,910		173,634			421,617		-		139,015		282,602
Long-Term Debt			3,129,707		281,249		2,081,735		766,723			3,714,012		464,780		2,721,375		527,857
Collaborative Agreements Obligations			932,999		816,789		116,210		-			1,073,536		138,095		935,441		-
Total			5,365,841		1,185,858		2,842,680		1,337,303			6,458,987		689,023		4,676,548		1,093,416

We intend to use our cash reserves to ~~predominantly~~ fund further research and development ~~activities.~~activities and launch new products. We do not currently have ~~any substantial source of~~sufficient revenues to cover our annual expenses and expect to rely on ~~additional~~financing our operations in future ~~financing,~~periods, primarily through the sale of equity or debt securities, ~~or the sale of~~and licensing rights, to provide sufficient funding to execute our strategic plan. ~~There is~~However, there can be no assurance that we will be successful in raising ~~further funds.~~additional funds, or that we will be able to do so on terms that are satisfactory to us.

In the event that additional financing is delayed, we will prioritize the maintenance of our research and development personnel and facilities, primarily in Belgium, and the maintenance of our patent rights. In such instance, the completion of clinical validation studies and regulatory approval processes for the purpose of bringing products to the ~~IVD and veterinary~~in vitro diagnostics markets would be delayed. In the event of an ongoing lack of financing, it may be necessary to discontinue operations, which will adversely affect the value of our common stock.

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors ~~stated~~included in their report on our audited financial statements for the fiscal year ended December 31, ~~2020~~2021 an explanatory paragraph regarding factors that raise substantial doubt that we will be able to continue as a going concern.

Comparison of the Three Months Ended September 30, ~~2021~~2022 and September 30, ~~2020~~2021

The following table sets forth our results of operations for the three months ended onSeptember 30, 2022 and September 30, 2021, ~~and September 30, 2020,~~ respectively:

	Three Months Ended September 30,						Increase			Increase			Three Months Ended September 30,						Increase			Increase
	2021			2020			(Decrease)			(Decrease)			2022			2021			(Decrease)			(Decrease)
	$			$			$			%			$			$			$			$

Services														9,881			-			9,881			>100	%
Royalty		-			-			-			-			2,911			-			2,911			>100	%
Product		25,483			575			24,908			>100	%		19,922			25,483			(5,561	)	(22)		%
Total Revenues		25,483			575			24,908			>100	%		32,714			25,483			7,231			28	%

Research and development		4,445,877			3,180,177			1,265,700			40	%		3,737,516			3,611,528			125,988			3	%
General and administrative		2,426,854			1,080,308			1,346,546			>100	%		2,763,202			3,139,592			(376,390	)	(12)		%
Sales and marketing		715,044			244,510			470,534			>100	%		1,524,952			836,655			688,297			82	%

Total Operating Expenses		7,587,775			4,504,995			3,082,780			68	%		8,025,670			7,587,775			437,895			6	%

Grant income		419,271			-			419,271			>100	%		171,439			419,271			(247,832	)	(59)		%
Gain / (Loss) on disposal of fixed assets		-			200,393			(200,393	)		(100)	%
Loss on disposal of fixed assets														-			-			-		(100)		%
Interest income		290			2,801			(2,511	)		(90)	%		46,945			290			46,655			>100	%
Interest expense		(38,767	)		(34,722	)		4,045			12	%		(37,699	)		(38,767	)		1,068		(3)		%
Total Other Income		380,794			168,472			212,322			>100	%		180,685			380,794			(200,109	)	(53)		%

Net Loss		(7,181,498	)		(4,335,948	)		2,845,550			66	%		(7,812,271	)		(7,181,498	)		630,773			9	%

Our operations are still ~~predominantly in the~~transitioning from a research and development stage ~~and we had limited revenues of $25,483 and $575~~to a commercialization stage. Revenues during the ~~three months~~three-months ended September 30, ~~2021 and~~2022 were $32,714, compared with $25,483 for the three-months ended September 30, ~~2020, respectively.~~2021. The main source of revenues during the ~~three months~~three-months ended September 30, 2022 was product sales of the Nu.Q® Vet Cancer Screening Test and services revenue from our Nu.Q^®Discover offering. The primary source of revenue during the three-months ended September 30, 2021 was direct sales of the ~~Nu.Q®~~ Nu.Q^®Vet Cancer Screening Test ~~via~~through the Gastrointestinal Laboratory at Texas A&M University.

Total operating expenses increased to ~~$7.6~~$8.0 million from ~~$4.5~~$7.6 million during the three months ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively, as a result of the factors described below.

Research and development expenses increased to ~~$4.4~~$3.7 million for the three months ended September 30, ~~2021~~2022 from ~~$3.2~~$3.6 million for the three months ended September 30, ~~2020. This~~2021. The increase was primarily related to higher personnel expenses ~~and~~partly offset by lower stock-based compensation, ~~during~~relating to modification of options in the prior year and a research and development tax credit in respect of other research and development received in the current period. The ~~Full Time Equivalent,~~full time equivalent, or FTE personnel numbers increased by ~~ten~~17 to ~~forty-nine~~64 compared to the prior year period.

	Three Months Ended September 30,							Three Months Ended September 30,
	2021		2020		Change			2022			2021		Change
	$		$		$			$			$		$
Personnel expenses		1,840,389		1,152,952		687,437			1,981,242			1,435,161		546,081
Stock-based compensation		413,940		75,054		338,886			165,569			413,940		(248,371	)
Direct research and development expenses		1,590,247		1,606,316		(16,069	)		1,500,506			1,575,253		(74,747	)
Other research and development		348,083		163,845		184,238			(100,900	)		42,810		(143,710	)
Depreciation and amortization		253,218		182,010		71,208			191,099			144,364		46,735
Total research and development expenses		4,445,877		3,180,177		1,265,700			3,737,516			3,611,528		125,988

General and administrative expenses ~~increased~~decreased to ~~$2.4~~$2.8 million from ~~$1.1~~$3.1 million for the three months ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively. This ~~increase~~decrease was primarily due to lower stock-based compensation, relating to modification of options in the prior year, partly offset by higher personnel expenses ~~and stock-based compensation~~ during the period. The FTE personnel number increased by ~~five~~two to ~~twenty~~23 compared to the prior year period.

	Three Months Ended September 30,								Three Months Ended September 30,
	2021		2020			Change			2022		2021		Change
	$		$			$			$		$		$
Personnel expenses		904,188		483,033			421,155			1,336,790		1,210,031		126,759
Stock-based compensation		885,674		304,921			580,753			248,138		885,674		(637,536	)
Legal and professional fees		354,823		327,346			27,477			656,903		609,373		47,530
Other general and administrative		249,600		(87,777	)		337,377			427,435		293,091		134,344
Depreciation and amortization		32,569		52,785			(20,216	)		93,936		141,423		(47,487	)
Total general and administrative expenses		2,426,854		1,080,308			1,346,546			2,763,202		3,139,592		(376,390	)

Sales and marketing expenses increased to ~~$0.7~~$1.5 million from ~~$0.2~~$0.8 million for the three months ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively. This increase was primarily due to higher personnel expenses ~~stock-based compensation~~ and direct marketing and professional fees during the period. The FTE personnel number increased by ~~five~~11 to ~~eight~~20 compared to the prior year period.

	Three Months Ended September 30,						Three Months Ended September 30,
	2021		2020		Change		2022		2021		Change
	$		$		$		$		$		$
Personnel expenses		390,748		115,402		275,346		1,076,939		490,133		586,806
Stock-based compensation		200,868		48,709		152,159		225,367		200,868		24,499
Direct marketing and professional fees		123,428		80,399		43,029		210,059		145,654		64,405
Depreciation and amortization								12,587		-		12,587
Total sales and marketing expenses		715,044		244,510		470,534		1,524,952		836,655		688,297

For the three months ended September 30, ~~2021,~~2022, the Company’s other income was ~~$0.4 million~~$180,685 compared to other income of ~~$0.2 million~~$380,794 for the three months ended September 30, ~~2020.~~2021. These amounts primarily consisted of grant income. The ~~increase~~decrease in other income was mainly due to a reduction in grant ~~income.~~income earned in the period.

For the three months ended September 30, ~~2021,~~2022, the Company’s net loss was ~~$7.2~~approximately $7.8 million in comparison to a net loss of ~~$4.3~~$7.2 million for the three months ended September 30, ~~2020.~~2021. The change was primarily a result of the factors described above.

Comparison of the Nine Months Ended September 30, ~~2021~~2022 and September 30, ~~2020~~2021

The following table sets forth our results of operations for the nine months ended on September 30, ~~2021~~2022 and September 30, ~~2020, respectively:~~2021:

	Nine Months Ended September 30,						Increase			Percentage Increase			Nine Months Ended September 30,						Increase			Percentage Increase
	2021			2020			(Decrease)			(Decrease)			2022			2021			(Decrease)			(Decrease)
	$			$			$			%			$			$			$			$
Service														80,181			-			80,181			>100	%
Royalty		-			2,112			(2,112	)		(100)	%		2,911			-			2,911			>100	%
Product		75,795			4,201			71,594			>100	%		103,585			75,795			27,790			37	%
Total Revenues		75,795			6,313			69,482			>100	%		186,677			75,795			110,882			>100	%

Research and development		11,968,424			10,567,988			1,400,436			13	%		10,606,892			9,723,154			883,738			9	%
General and administrative		6,053,613			4,292,666			1,760,947			41	%		8,451,194			7,993,682			457,512			6	%
Sales and marketing		1,601,816			734,355			867,461			>100	%		4,897,999			1,907,017			2,990,982			>100	%

Total Operating Expenses		19,623,853			15,595,009			4,028,844			26	%		23,956,085			19,623,853			4,332,232			22	%

Grant income		810,803			98,870			711,933			>100	%		564,879			810,803			(245,924	)	(30)		%
(Loss) / Gain on disposal of fixed assets		(26,167	)		293,595			(319,762	)		(>100)	%
Loss on disposal of fixed assets														-			(26,167	)		26,167		(100)		%
Interest income		2,503			48,956			(46,453	)		(95)	%		58,108			2,503			55,605			>100	%
Interest expense		(120,636	)		(91,105	)		29,531			32	%		(115,860	)		(120,636	)		4,776		(4)		%

Total Other Income		666,503			350,316			316,187			90	%		507,127			666,503			(159,376	)	(24)		%

Net Loss		(18,881,555	)		(15,238,380	)		3,643,175			24	%		(23,262,281	)		(18,881,555	)		4,380,726			23	%

Our operations are still ~~predominantly in the~~transitioning from a research and development stage ~~and we had limited revenues of $75,795 and $6,313~~to a commercialization stage. Revenues during the ~~nine months~~nine-months ended September 30, ~~2021 and~~2022 were $186,677, compared with $75,795 for the nine-months ended September 30, ~~2020, respectively.~~2021. The main source of revenues during the ~~nine months~~nine-months ended September 30, 2022 was product sales of the Nu.Q® Vet Cancer Screening Test and services revenue from our Nu.Q^®Discover offering. The primary source of revenue during the nine-months ended September 30, 2021 was direct sales of the Nu.Q^®Vet Cancer Screening Test ~~via~~through the Gastrointestinal Laboratory at Texas A&M University.

Total operating expenses increased to ~~$19.6~~$24.0 million from ~~$15.6~~$19.6 million for the nine months ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively, as a result of the factors described below.

Research and development expenses increased to ~~$12.0 million for the nine months ended September 30, 2021, from~~ $10.6 million for the nine months ended September 30, ~~2020.~~2022, from $9.7 million for the nine months ended September 30, 2021. This increase in overall research and development expenditures was primarily related to increased personnel ~~expenses and stock-based compensation.~~expenses. The FTE personnel number increased by ~~ten~~17 to ~~forty-nine~~64 compared to the prior year period.

	Nine Months Ended September 30,							Nine Months Ended September 30,
	2021		2020		Change			2022		2021		Change
	$		$		$			$		$		$
Personnel expenses		4,869,318		3,611,730		1,257,588			5,342,531		3,883,400		1,459,131
Stock-based compensation		529,414		252,344		277,070			512,517		529,414		(16,897	)
Direct research and development expenses		4,833,848		4,970,879		(137,031	)		4,098,535		4,818,854		(720,319	)
Other research and development		975,893		1,178,098		(202,205	)		142,733		72,409		70,324
Depreciation and amortization		759,951		554,937		205,014			510,576		419,077		91,499
Total research and development expenses		11,968,424		10,567,988		1,400,436			10,606,892		9,723,154		883,738

General and administrative expenses increased to ~~$6.1~~$8.5 million from ~~$4.3~~$8.0 million for the nine months ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively. This increase was primarily due to higher personnel expenses during the period, partly offset by stock-based compensation, ~~and legal and professional fees during~~relating to modification of options in the ~~period.~~prior year. The FTE personnel number increased by ~~five~~two to ~~twenty~~23 compared to the prior year period.

	Nine Months Ended September 30,							Nine Months Ended September 30,
	2021		2020		Change			2022		2021		Change
	$		$		$			$		$		$
Personnel expenses		2,298,170		1,523,864		774,306			3,793,292		3,009,742		783,550
Stock-based compensation		1,460,395		616,241		844,154			1,080,841		1,460,395		(379,554	)
Legal and professional fees		1,410,258		1,254,935		155,323			1,976,484		2,039,854		(63,370	)
Other general and administrative		788,146		732,664		55,482			1,267,890		1,046,173		221,717
Depreciation and amortization		96,644		164,962		(68,318	)		332,687		437,518		(104,831	)
Total general and administrative expenses		6,053,613		4,292,666		1,760,947			8,451,194		7,993,682		457,512

Sales and marketing expenses increased to ~~$1.6~~$4.9 million from ~~$0.7~~$1.9 million for the nine months ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively. This increase was primarily due to higher personnel expenses, stock-based compensation and direct marketing and professional fees during the period. The FTE personnel number increased by ~~five~~11 to ~~eight~~20 compared to the prior year period.

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2021		2020		Change		2022		2021		Change
	$		$		$		$		$		$
Personnel expenses		805,967		377,100		428,867		3,264,104		1,080,313		2,183,791
Stock-based compensation		403,759		113,407		290,352		815,052		403,759		411,293
Direct marketing and professional fees		392,090		243,848		148,242		781,519		422,945		358,574
Depreciation and amortization								37,324		-		37,324
Total sales and marketing expenses		1,601,816		734,355		867,461		4,897,999		1,907,017		2,990,982

For the nine months ended September 30, ~~2021,~~2022, the Company’s other income was ~~$0.7 million~~$507,127 compared to other income of ~~$0.4 million~~$666,503 for the nine months ended September 30, ~~2020. This increase~~2021. These amounts primarily consisted of grant income. The decrease in other income was ~~primarily~~mainly due toa reduction in grant ~~income.~~income earned in the period.

For the nine months ended September 30, ~~2021,~~2022, the Company’s net loss was ~~$18.9~~approximately $23.3 million in comparison to a net loss of ~~$15.2~~$18.9 million for the nine months ended September 30, ~~2020.~~2021. The change was a result of the factors described above.

We have not attained profitable operations and are dependent upon obtaining external financing to continue to pursue our operational and strategic plans. For these reasons, management has determined that there is substantial doubt that the business will be able to continue as a going concern without further financing.

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

We may seek to obtain additional capital through the sale of debt or equity securities, if we deem it desirable or necessary. These sales may include the sale of equity securities from time to time through our “at the market offering program” with ~~Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc.~~Jefferies LLC under the Equity Distribution Agreement dated ~~September 24, 2021~~May 20, 2022 (see Note 6,Common Stock, of the notes to the ~~condensed~~interim consolidated financial statements). However, we may be unable to obtain such additional capital when needed, or on terms favorable to us or our stockholders, if at all. If we raise additional funds by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If additional funds are raised through the issuance of debt securities, the terms of such securities may place restrictions on our ability to operate our business.

Our interim condensed consolidated financial statements and related condensed notes have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, applied on a consistent basis. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on current facts, historical experiences, information from third party professionals and various other factors that it believes to be reasonable under the circumstances. Actual results could differ materially and adversely from those estimates made by management. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected.

The Company has implemented all applicable new accounting pronouncements that are in effect. The Company does not believe that there are any other applicable new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

We are a smaller reporting company and are not required to disclose this information.

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded, as they previously concluded as of December 31, ~~2020,~~2021, that our disclosure controls and procedures were not effective as of September 30, ~~2021,~~2022, because of material weaknesses in our internal control over financial reporting, as referenced below and described in detail in our Annual ~~Report for the year ended December 31, 2020.~~Report.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In our Annual Report, ~~for the year ended December 31, 2020,~~ the deficiencies identified involved the segregation of duties in some areas of finance, the oversight in information technologies, where certain processes may affect the internal controls over financial reporting, and the monitoring of review controls with respect to accounting for complex transactions.finance.

~~During the first nine months of 2021, our management, with oversight from our audit committee, has implemented the following remediation~~We have already taken steps ~~to help address and mitigate some of the underlying~~towards remediating such deficiencies ~~which gave rise to the previously disclosed material weaknesses and to improve our internal control over financial reporting:~~

We intend to take additional measures around certain processes we have identified which we believe once implemented and in conjunction with the completed actions above will mitigate and remedy this weakness.

~~As a result of these actions, we believe that this particular deficiency has been remedied.~~

~~Monitoring of Review Controls with Respect to Accounting for Complex Transactions~~

~~As a result of these actions, we believe that this particular deficiency has been remedied.~~

~~We intend to take additional steps to further strengthen the control environment. Such measures include but may not be limited to:~~

We will continue to take additional measures to strengthen certain processes we have identified which we believe once implemented in conjunction with the completed actions above will mitigate and remedy this weakness.

We also intend to take additional steps to continue to strengthen the control environment by further bolstering our internal processes and reviews, including formal documentation thereof.

As we continue to evaluate and test the remediation plan outlined above, we may also identify additional measures to address the material weaknesses or modify certain of the remediation procedures described above. We also may implement additional changes to our internal control over financial reporting as may be appropriate in the course of remediating the material weakness. Management, with the oversight of our audit committee, will continue to take steps necessary to remedy the material weakness to reinforce the overall design and capability of our control environment.

Except for the ongoing remediation of the material weaknesses in internal controls over financial reporting noted above, no changes in our internal control over financial reporting were made during the fiscal quarter ended September 30, ~~2021,~~2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

In the ordinary course of business, we may be subject to claims, counter claims, lawsuits and other litigation of the type that generally arise from the conduct of our business. We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial stockholders, is an adverse party or has a material interest adverse to our interest.

There have been no material changes in our assessment of risk factors affecting our business since those presented in Part I, Item 1A of our Annual Report.

No equity securities were repurchased during the third quarter of ~~2021.~~2022.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	VNRX	NYSE American, LLC

PART I	FINANCIAL INFORMATION		PAGE

Item 1.	FINANCIAL STATEMENTS (UNAUDITED)		4

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		29

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		37

Item 4.	CONTROLS AND PROCEDURES		37

PART II	OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS		39

Item 1A.	RISK FACTORS		39

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		39

Item 3.	DEFAULTS UPON SENIOR SECURITIES		39

Item 4.	MINE SAFETY DISCLOSURES		39

Item 5.	OTHER INFORMATION		39

Item 6.	EXHIBITS		40

SIGNATURES		41		41

	·	~~the COVID-19 pandemic;~~Our inability to generate any significant revenue or achieve profitability;

	·	Our need to raise additional capital in the future;
	·	Our expectations to expand our ~~failure~~product development, research and sales and marketing capabilities could give rise to difficulties in managing our growth;
	·	Our limited experience with direct sales and marketing;
	·	The material weaknesses in our internal control over financial reporting that we have identified;
	·	The possibility that we may not be able to continue to operate, as indicated by the “going concern” opinion from our auditors;
	·	Our ability to successfully develop, manufacture, market, and sell our future products;
	·	Our ability to timely obtain necessary regulatory clearances or approvals to distribute and market our future ~~products in the veterinary or clinical in-vitro diagnostics, or IVD, market;~~products;

	·	~~a failure~~The acceptance by the marketplace ~~to accept the products in~~of our ~~development pipeline or any other diagnostic products we might develop;~~future products;

	·	~~our failure to secure adequate intellectual property protection;~~The highly competitive and rapidly changing nature of the cancer diagnostics market;

	·	~~the potential obsolescence of~~Our reliance on third parties to manufacture and supply our intended products, ~~due to the highly competitive nature of the diagnostics market~~ and ~~its rapid technological change; and~~such manufacturers’ dependence on third-party suppliers;

	·	Our dependence on third-party distributors;
	·	Protection of our patents, intellectual property and trade secrets;
	·	Business disruptions and economic and other uncertainties surrounding the COVID-19 pandemic; and
	·	Other risks identified elsewhere in this Report, as well as in our other filings with the Securities and Exchange Commission, or the SEC.

~~ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)~~

		Page

Condensed Consolidated Balance Sheets		5
Condensed Consolidated Statements of Operations and Comprehensive Loss		6
Condensed Consolidated Statements of Stockholders’ Equity		7
Condensed Consolidated Statements of Cash Flows		9
Notes to the Condensed Consolidated Financial Statements		10

						September 30,
						2021
				Accumulated		Net Carrying
		Cost		Depreciation		Value
	Useful Life	$		$		$
Computer hardware and software	3 years		586,119		460,004		126,115
Laboratory equipment	5 years		3,065,910		1,378,894		1,687,016
Office furniture and equipment	5 years		298,471		202,746		95,725
Buildings	30 years		2,240,235		253,222		1,987,013
Building improvements	5-15 years		1,285,339		238,925		1,046,414
Land	Not amortized		138,924		0		138,924
			7,614,998		2,533,791		5,081,207

						December 31,
						2020
				Accumulated		Net Carrying
		Cost		Depreciation		Value
	Useful Life		$	$		$
Computer hardware and software	3 years		550,254		412,805		137,449
Laboratory equipment	5 years		2,586,997		1,060,153		1,526,844
Office furniture and equipment	5 years		271,656		171,247		100,409
Buildings	30 years		2,366,236		207,111		2,159,125
Building improvements	5-15 years		1,285,383		184,813		1,100,570
Land	Not amortized		146,737		0		146,737
			7,207,263		2,036,129		5,171,134

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

	Number of		Weighted Average
	Warrants		Exercise Price ($)
Outstanding at December 31, 2020		175,000		2.75
Granted		310,000		4.52
Outstanding at September 30, 2021		485,000		3.88

Exercisable at September 30, 2021		175,000		2.75

	Number of			Weighted Average
	Options			Exercise Price ($)
Outstanding at December 31, 2020		4,278,619			4.00
Granted		1,016,640			3.41
Exercised		(277,634	)		4.19
Expired/Cancelled		(63,467	)		3.64
Outstanding at September 30, 2021		4,954,158			3.88

Exercisable at September 30, 2021		3,927,518			4.00

	Number of			Weighted Average
	RSUs			Share Price ($)
Outstanding at December 31, 2020		67,500			3.47
Granted		683,191			3.32
Vested/Settled		(31,250	)		3.56
Cancelled		(15,000	)		3.30
Outstanding at September 30, 2021		704,441			3.33

				Weighted
				Average
				Remaining
Number		Share		Contractual
Outstanding		Price ($)		Life (Years)
	610,191		3.31		1.35
	38,000		3.32		1.44
	26,250		3.52		0.53
	30,000		3.59		0.98
	704,441				1.35

2021 - remaining	$	816,789
2022 - 2025	$	116,210
Total Collaborative Agreement Obligations	$	932,999

2022 - remaining	$	138,095
2023 - 2026	$	935,441
Total Collaborative Agreement Obligations	$	1,073,536

~~Date of Grant~~ On November 1, 2022, 21,750 RSUs vested and resulted in the issuance of 12,344 shares of common stock. An aggregate 9,406 shares of common stock were withheld as taxes and returned as authorized shares to the Company’s 2015 Stock Incentive Plan.	~~Nr. Of Options~~
~~April 15, 2016~~		~~760,000~~
~~June 23, 2016~~		~~15,000~~
~~January 1, 2017~~		~~50,000~~
~~March 30, 2017~~		~~387,934~~
~~January 23, 2018~~		~~615,837~~

	·	~~A suite of low cost~~ Nu.Q^® immunoassays that can accurately measure nucleosomes containing numerous epigenetic signals or structures, now being developed on a range of different platforms including enzyme-linked immunosorbent assay, or ELISA, chemiluminescent immunoassay, or CLIA,Vet - cost-effective, easy-to-use cancer screening blood test for dogs and ~~lateral flow, platforms.~~
		other animals
	·	Nu.Q^® ~~Capture~~NETs - ~~an enabling technology,~~monitoring the immune system to ~~capture and concentrate nucleosomes containing particular epigenetic signals for further analysis, more accurate diagnosis and to guide treatment.~~
		save lives
	·	~~The production of synthetic (recombinant) nucleosomes, containing exact defined epigenetic signals and structures, which is now in-house. These nucleosomes are used to ensure maximal accuracy of~~ Nu.Q^®~~immunoassay tests but also have many other applications including Research Use Only (Nu.Q~~^® ~~Discover), or RUO, kits and as tools in epigenetic drug development, mass spectrometry and DNA sequencing.~~
		- detecting cancer early to save lives
	·	~~The use of the~~ Nu.Q^® ~~technology in veterinary applications~~Capture - capturing and ~~the launch of our first product, the Nu.Q~~^® Vet Cancer Screening Test, in the fourth quarter of 2020. We are in the process of developing additional veterinary products, including a treatment monitoring test, a disease recurrence test and a point-of-care platform. Our extensive intellectual property portfolio includes the coverage of veterinary applications.
		concentrating samples for more accurate diagnosis
	·	~~The expansion of our research and development capabilities into the U.S. through the opening of~~Nu.Q^® Discover - a ~~Research and Development laboratory in San Diego, California.~~complete solution to profiling nucleosomes

	·	~~Licensing and direct sales of the Nu.Q® Vet Cancer Screening Test.~~
	·	~~Sales of veterinary clinical products utilizing Nu.Q® Vet assays and/or Nu.Q® Capture reagents through distributor networks.~~
	·	~~Licensing of intellectual property, or IP, for clinical products utilizing Nu.Q® assays and/or Nu.Q® Capture reagents.~~
	·	~~Sales of clinical products utilizing Nu.Q® assays and/or Nu.Q® Capture reagents through distributor networks.~~
	·	~~Licensing of IP for RUO kit sales of Nu.Q® Discover assays and/or Nu.Q® Capture reagents.~~
	·	~~Licensing of IP for laboratory developed patient testing services utilizing Nu.Q® assays and/or Nu.Q® Capture reagents.~~
	·	~~Provision of direct research services in the processing of samples using Nu.Q® Discover assays and/or Nu.Q® Capture.~~

	·	~~delays in enrolling patients in clinical trials;~~
a canine cancer monitoring test;	·	~~delays in sample collection; and~~
	·	~~diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as clinical trial sites~~NETosis related screening and ~~hospital staff supporting the conduct of our clinical trials.~~monitoring tests for use in sepsis and COVID-19; and
	·	cancer tests for humans in non-Hodgkin’s lymphoma, colorectal cancer and lung cancer.

	·	hired an additional full-time ~~Business Controller~~business controller in Belgium with an appropriate level of experience;
	·	hired an experienced financial planning and analysis manager to implement forecasting and budgeting processes; ~~and~~
	·	~~changed certain organizational reporting lines and reallocated certain responsibilities to improve segregation of duties.~~

	·	~~ensured that third party support and back up is available as cover for our information technology manager;~~
	·	~~ensured that appropriate finance approvals are taken before adding users or access for financial systems and applications; and~~
	·	~~implemented a quarterly user access control review process across finance and information technology systems.~~

	·	~~reallocated responsibilities across the finance organization to ensure that the appropriate level of knowledge and experience is applied based on complexity of tasks being undertaken;~~
	·	~~further embedded the use of Certent, an equity management platform, to help with control and reporting of equity awards;~~
	·	~~implemented additional review procedures at each month end close; and~~
	·	~~in the event we encounter or anticipate any new and particularly complex transaction we will engage advisors from our wide professional network.~~

	·	~~recruitment of~~hired a specialist in ~~Human Resources~~human resources to recommend and implement relevant policies and processes that will strengthen the control environment;
	·	~~further strengthening our internal processes and reviews, including formal documentation thereof;~~
	·	hired additional information technology resources to assist in the preparation of risk-control matrices to identify key risks and develop and document policies to mitigate those risks; ~~and~~
	·	~~engaging~~ engaged additional resources ~~if necessary~~ to help us assess, document, design and implement control activities related to internal control over financial ~~reporting.~~reporting;
	·	changed organizational reporting lines and reallocated certain responsibilities to improve segregation of duties; and
	·	implemented additional review procedures at each month end close.

	VOLITIONRX LIMITED


Dated: November ~~10, 2021~~14, 2022	By:	/s/ Cameron Reynolds
		Cameron Reynolds
		President and Chief Executive Officer (Authorized Signatory and Principal Executive Officer)



Dated: November ~~10, 2021~~14, 2022	By:	/s/ Terig Hughes
		Terig Hughes
		Chief Financial Officer and Treasurer (Authorized Signatory and Principal Financial and Accounting Officer)