As filed with the Securities and Exchange Commission on February 7, 2020September 24, 2021

Registration No. 333-[______]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

Marc G. Alcser, Esq.

Stradling Yocca Carlson & Rauth, P.C.

660 Newport Center Drive, Suite 1600

Newport Beach, California 92660

(949) 725-4000

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(Approximate (Approximate date of commencement of proposed sale to the public)

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If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [   ]☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [  ]☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.[   ] ☐

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 7(a)(2)(B) of the Securities Act. [   ]

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CALCULATION OF REGISTRATION FEE

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

EXPLANATORY NOTE

This registration statement contains two prospectuses:

The registrant hereby amendsbase prospectus immediately follows this explanatory note. The specific terms of any additional securities to be offered pursuant to the base prospectus will be specified in a subsequent prospectus supplement to the base prospectus. The prospectus supplement with respect to the equity distribution agreement immediately follows the base prospectus. The prospectus supplement relates to a new equity distribution agreement we entered into with Cantor and Oppenheimer, dated September 24, 2021, and is unrelated to the previous equity distribution agreement among such parties or prior equity distribution agreement prospectus supplement. The shares of common stock that may be offered, issued and sold under the prospectus supplement contained in this registration statement on such date or dates asand relating to the September 24, 2021 equity distribution agreement are included in the $100,000,000 of securities that may be necessary to delay its effective date untiloffered, issued and sold by us under the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)base prospectus. Upon termination of the Securities Act or untilequity distribution agreement, any portion of the registration statement shall become effective on such date as$25,000,000 included in the Securities and Exchange Commission, actingprospectus supplement that is not sold pursuant to said Section 8(a), may determine.

the equity distribution agreement will be available for sale in other offerings pursuant to the base prospectus.

The information in this prospectus is not complete and may be changed. The selling stockholdersWe may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 7, 2020SEPTEMBER 24, 2021

$100,000,000

PROSPECTUS

9,810,310 Shares of Common StockVOLITIONRX LIMITED

Common Stock

Warrants

Units

This prospectus relates to the sale or other dispositionWe may offer and sell, from time to time in one or more offerings, any combination of up to 9,810,310common stock, warrants exercisable for shares of our common stock, $0.001 par value per share, including upor units having an aggregate initial offering price not to 190,000 sharesexceed $100,000,000. The units may consist of common stock issuable upon the exerciseany combination of outstanding warrants, which are held by the selling stockholders namedsecurities described in this prospectus.

This prospectus provides a general description of the securities we may offer. We will provide you with the specific terms of any offering in one or more supplements to this prospectus. The selling stockholdersprospectus supplement may also add, update or change information in this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference herein or therein, carefully before you invest in any of the securities offered pursuant to this prospectus. This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the shares of our common stockoffered securities.

These securities may be sold directly by us, through dealers or agents designated from time to time, as they may determine through public or private transactionsto or through other means described inunderwriters or dealers or through a combination of these methods on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” at prevailing market prices onin this prospectus. We will describe the NYSE American, at prices different than prevailing market prices, or at privately negotiated prices. The selling stockholders may sell the sharesplan of distribution for any particular offering of our common stock directly,securities in a prospectus supplement. If any agents, underwriters or may sell them through brokers or dealers.The selling stockholdersdealers are not required to sell any shares of our common stock and there is no assurance that any of the selling stockholders will sell any or all of the shares of our common stock covered by this prospectus.

We will not receive any of the proceeds frominvolved in the sale of these shares of our common stock by the selling stockholders. Upon exercise of the warrants however,any securities with respect to which this prospectus is being delivered, we will receive proceeds fromset forth in a prospectus supplement the exercisenames of such warrants.agents, underwriters or dealers and any applicable fees, commissions, discounts and over-allotment options. We have agreedwill also set forth in a prospectus supplement the price to pay all expenses relatingthe public of such securities and the net proceeds that we expect to registering these shares of our common stock. The selling stockholders will pay any brokerage commissions and/or similar charges incurred in connection with the sale of these shares of our common stock.receive from such sale.

Our common stock is currently quoted on the NYSE American market under the symbol “VNRX.”“VNRX”. On February 6, 2020,September 22, 2021, the last reported sale price of our common stock on the NYSE American market was $4.69$3.13 per share.

Investing in our common stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our common stock in “Risk Factors” beginning on page 4 and the documents incorporated by reference into this prospectus.INVESTING IN THE SECURITIES WE MAY OFFER INVOLVES VARIOUS RISKS. WE STRONGLY RECOMMEND THAT YOU READ CAREFULLY THE RISKS WE DESCRIBE IN THIS PROSPECTUS AS WELL AS IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT AND THE RISK FACTORS IN OUR MOST CURRENT REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, FOR A FULLER UNDERSTANDING OF THE RISKS AND UNCERTAINTIES THAT WE FACE. SEE THE SECTION ENTITLED “RISK FACTORS” ON PAGE 3.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is                        , 2020

2021

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC. It is important for youSEC, using a “shelf” registration process. Under this shelf registration process, we may from time to readtime offer and consider allsell any combination of the information containedsecurities described in or incorporated by reference into this prospectus andin one or more offerings with an aggregate initial offering price not to exceed $100,000,000. We have provided to you in this prospectus a general description of the securities we may offer. Each time we sell any applicableof our securities under this prospectus, we will, to the extent required by law, provide a prospectus supplement before making any decision whether to invest in our common stock. This prospectus incorporates by reference important business and financialthat will contain specific information about us that is not included in or delivered with this document. You should also read and consider the additional information contained interms of the documents that we have incorporated into this prospectus by reference, as described in “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” in this prospectus.offering.

We may add, update or change any of the information contained in this prospectus or in any accompanying prospectus supplement we may authorize to be delivered to you. To the extent there is a conflict between the information contained in this prospectus and any accompanying prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in this prospectus or any prospectus supplement – the statement in the document having the later date shall modify or supersede such earlier statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. This prospectus, together with any accompanying prospectus supplement, includes all material information relating to an offering pursuant to this registration statement.

You should rely only on the information contained in this prospectus, in any accompanying prospectus supplement, or in any document incorporated by reference herein or therein. We have not authorized anyone to provide you with any different information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide to you. The information contained in this prospectus, in any applicable prospectus supplement, and in the documents incorporated by reference herein or therein is accurate only as of the date such information is presented. Our business, financial condition, results of operations and future prospects may have changed since those respective dates. You should not assume that the information contained in this prospectus and any prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or the shares are sold on a later date.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement,agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

This prospectus and any accompanying prospectus supplement dodoes not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do theydoes this prospectus and any accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities.

This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered pursuant to this prospectus. The registration statement, including the exhibits, can be read on the SEC’s website or at the SEC’s offices mentioned under the heading “Where You Can Find More Information.”

We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of securities. The prospectus supplement, which we will provide to you each time we offer securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any applicable fee, commission or discount arrangements with them. See “Plan of Distribution.”

Unless we state otherwise or the context indicates otherwise, references to the “Company”, “VolitionRx”, “we”, “us”, and “our” in this prospectus refer to VolitionRx Limited and its subsidiaries. Our fiscal year ends on December 31 of each calendar year. Nucleosomics^TM, and Nu.Q^TM® and their respective logos are trademarks and/or service marks of VolitionRx Limited and its subsidiaries. All other trademarks, service marks and trade names referred to in this prospectus are the property of their respective owners. Additionally, unless otherwise specified, all references to “$” refer to the legal currency of the United States of America.

PROSPECTUS SUMMARY

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus or incorporated by reference in this prospectus. Because it is only a summary, it does not contain all of the information you should consider before investing in our securities, and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in this prospectus or incorporated in this prospectus by reference.prospectus. Before you decide whether to purchase our securities, you should carefully read this entire prospectus, and the applicable prospectus supplement and any related free writing prospectus carefully, including the risks of investing in our securities discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part, before making your investment decision.part.

Overview

We are a multi-national epigenetics company that applies our Nucleosomics^TM platform through our subsidiaries to develop and bring to market simple, easy to use, cost-effective blood tests designed to help diagnose a range of cancers and some other diseases.diseases, including sepsis and COVID-19, that are associated with the presence in the blood of networks of fibers released from activated neutrophils, a phenomenon known as NETosis. We hope that through earlier diagnosis we can help save and improve the quality of many people’shuman and animals' lives throughout the world.

Our testsassays are based mainly on the science of Nucleosomics^TM, which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid, - since changes in these parameters are an indication that disease is present. We are developing a novel suite of blood assays for epigenetically-altered circulating nucleosomes as biomarkers in cancer and other diseases. Nu.Q^TM products are simple, low-cost, enzyme-linked immunosorbent assay, or ELISA, platform tests and can incorporate other biomarkers such as anti-inflammatory markers and/or off patent, low cost ELISA tests in our panels (e.g. CEA, PSA, and CA125) for higher accuracy. We have successfully used our technology platform to develop Research Use Only kits and offer laboratory analytical services to other scientific institutions. We are at the early stages of revenue for these services.

Our diagnostic target in the blood includes the same tumor chromosome fragment as targeted by circulating tumor DNA, or ctDNA, tests, but our approach is to test for chromosome proteininvestigate the epigenetic structure of chromatin and nucleic acid changes in intact chromosome fragments by ELISA,nucleosomes rather than chemically extracting, amplifying, and sequencinginvestigating only the ctDNA, and discarding the rest of the nucleosome. ELISA is possible because the targets of our tests occur globally across all nucleosomes within a tumor cell, whereas individual ctDNA changes must be identified within the three billion base-pair genomes. This means that the targets of our testsDNA sequence. We are exponentially more prevalent in circulating blood, and detectable using simple laboratory methods.continuously developing new technologies including:

We are developing blood-based tests for the most prevalent cancers focusing on colorectal cancer, lung cancer, prostate cancer and pancreatic cancer, using our Nucleosomics biomarker discovery platform. Our development pipeline includes assays to be used for symptomatic patients, asymptomatic (screening) patients and high-risk populations. The platform employs a range of simple Nu.Q immunoassays on industry standard ELISA formats, which allows more rapid quantification of epigenetic changes in biofluids (whole blood, plasma, serum, sputum, urine, etc.) than afforded by other approaches such as bisulfite conversion and polymerase chain reaction. We are researching the use of our assays across multiple platforms worldwide.

In addition to human diagnostics we arehave also researchingdeveloped the use of the Nu.Q^® technology in veterinary applications. An initial proofapplications and launched its first product, the Nu.Q^® Vet Cancer Screening Test, in the fourth quarter of concept study demonstrated that nucleosomes can be detected2020. We are in dogsthe process of developing additional veterinary products, including a treatment monitoring test, a disease recurrence test and therefore, the potential to differentiate cancer from other diseases. We will now test Nu.Q Vet in larger trials in veterinary medicine.a point-of-care platform. Our extensive intellectual property portfolio includes the coverage of veterinary medicine applications.

We have incurred losses since inception, have negative cash flows from operations, and currently have no revenues, and we do not anticipate earning significant revenues until such time as we are able to fully market our intended products. For these reasons, our auditors stated in their report on our most recent audited financial statements that our net losses since inception and accumulation of a significant deficit raise substantial doubt that we will be able to continue as a going concern without further financing. See Item 8. Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for a discussion of our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish our plan of operations described in such Annual Report, obtain financing and eventually attain profitable operations.

Corporate Information

We are a Delaware corporation. Our executive offices are located at 13215 Bee Cave Parkway, Suite 125, Galleria Oaks B, Austin, Texas 78738, and our telephone number is +1 (646) 650-1351. We maintain a website at www.volition.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to such reports are available to you free of charge through the Investors section ofwww.volition.com as soon as practicable after such materials have been electronically filed with, or furnished to, the SEC. The information contained on or accessed through our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be a part of this prospectus or in deciding whether to make an investment decision.purchase our securities. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website.

Issuance of Warrants

On March 20, 2013, we issued a warrant to purchase up to 200,000 shares of our common stock, for an exercise price of $2.47 per share, to our then-consultant and current Chief Medical Officer, Jason Terrell, or the Original Terrell Warrant, and as amended on each of February 14, 2017 and July 1, 2019, the Terrell Warrant. The Terrell Warrant was exercised as to 50,000 shares on or about July 10, 2014. The remaining 150,000 shares underlying the Terrell Warrant vest upon the achievement of certain vesting milestones.

On November 14, 2016, we issued a fully-vested warrant to purchase up to 40,000 shares of our common stock, for an exercise price of $4.53 per share, to our service provider, National Securities Corporation, or the National Warrant. The National Warrant was subsequently partially assigned as to 36,000 shares to three individuals.

The Offering

Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders for offer and resale, we are referring to the shares of common stock previously issued to the selling stockholders or to be issued upon exercise of the warrants. When we refer to the selling stockholders in this prospectus, we are referring to the selling stockholders identified in this prospectus and, as applicable, their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part.

RISK FACTORS

Before making an investment decision, you should carefully consider the risks described below, along with the risks under “Risk Factors” in the applicable prospectus supplement and in our most recent Annual Report on Form 10-K, or any updates in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. The risks so described are not the only risks facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations and prospects could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment. For more information, see the information included under the heading “Where You Can Find More Information.” Please also read carefully the following section entitled “Cautionary Note Regarding Forward-Looking Information.”

Sales of substantial amounts of our common stock by the selling stockholders, or the perception that these sales could occur, could adversely affect the price of our common stock.

The sale by the selling stockholders, some of whom are our affiliates, of a significant number of shares of common stock could have a material adverse effect on the market price of our common stock. In addition, the perception in the public markets that the selling stockholders may sell all or a portion of their shares as a result of the registration of such shares for resale pursuant to this prospectus could also in and of itself have a material adverse effect on the market price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of commonstock for sale will have on the market price of our common stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus, any accompanying prospectus supplement, and the documents incorporated by reference herein and therein, include 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. All statements other than statements of historical fact contained in this prospectus, any accompanying prospectus supplement, or the documents incorporated by reference herein or therein, including statements regarding estimates, future events, our future financial performance, business strategy and plans and objectives of management for future operations, including with respect to us specifically and the cancer diagnostics industry in general, are forward-looking statements. We have attempted to identify estimates and forward-looking statements by terminology including “aims,” “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “goal,” “intends,” “may,” “plans,” “potential,” “predicts,” “seeks,” “should,” “suggests,” “targets” or “will” or the negative of these terms or other comparable terminology. Although we do not make estimates or forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Our estimates and forward-looking statements are based on our current assumptions and expectations about future events and trends, which affect or may affect our business, strategy, operations or financial performance. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause our or our industry’s actual results, levels of activity, performance or achievements to vary materially from those expressed or implied by these estimates and forward-looking statements.

Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, those discussed under the section entitled “Risk Factors” in this prospectus, any accompanying prospectus supplement, and in any documents incorporated by reference herein and therein. Readers should carefully review this information as well as other risks and uncertainties described in other filings with the SEC that we may make after the filing date of this prospectus. See the information included under the heading “Where You Can Find More Information.”

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any estimates or forward-looking statements. All estimates and forward-looking statements speak only as of the date they were made, and, except to the extent required by applicable law or regulation, we undertake no obligation to update or to review any estimate and/or forward-looking statement. In light of these risks and uncertainties, we cannot assure you that the estimates or forward-looking statements contained in this prospectus, any accompanying prospectus supplement, or the documents incorporated by reference herein or therein, will in fact occur. You should not place undue reliance on these estimates and forward-looking statements.

We qualify all of our forward-looking statements by these cautionary statements.

USE OF PROCEEDS

The primary purposeWe intend to use the net proceeds we receive from the sale of filing this registration statement is to significantly reduceour securities offered by us hereby for continued product development, clinical studies, product commercialization, working capital and other general corporate purposes, including potential strategic acquisitions.

We may set forth additional information regarding the legal and administrative burdens, for both VolitionRx and manyuse of its long-standing stockholders, with respect to conducting routine transactions in its common stock by registering such shares, and shares of common stock issuable upon the exercise of warrants, for resale and enhancing overall liquidity. The selling stockholders will receive all of the proceeds from the sale of securities we offer under this prospectus in a prospectus supplement relating to the specific offering. We have not determined the amount of net proceeds to be used specifically for the foregoing purposes. As a result, our management will have broad discretion in the allocation of net proceeds.

GENERAL DESCRIPTION OF SECURITIES

We, directly or through agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately, in one or more offerings, up to $100,000,000 in the aggregate, inclusive of any exercise price thereof, of:

The common stock, warrants and units are collectively referred to herein as the securities. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities under this prospectus, we will, to the extent required by law, provide you with a prospectus supplement that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information in this prospectus. The securities involve various risks that we will describe in the section entitled “Risk Factors” that will be included in each prospectus supplement. For more details, see the information included under the heading “About this Prospectus.”

DESCRIPTION OF CAPITAL STOCK

The following is a summary of all material characteristics of our capital stock as set forth in our second amended and restated certificate of incorporation and amended and restated bylaws. This summary does not purport to be complete and is qualified in its entirety by reference to our second amended and restated certificate of incorporation and amended and restated bylaws, copies of which have been filed as exhibits to our SEC filings. For more information, see “Where You Can Find More Information.”

Common Stock

We have authority under our second amended and restated certificate of incorporation to issue up to 100,000,000 shares of our common stock, par value $0.001 per share. As of September 22, 2021, there were 53,222,361 shares of our common stock issued and outstanding.

Holders of shares of our common stock are entitled to one vote per share held of record on all matters submitted to a vote of stockholders, including the election of directors. The holders are entitled to receive dividends when, as and if declared by our board of directors, in its discretion, out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in all of our assets remaining after payment of liabilities. The holders of our common stock have no preemptive or other dispositionsubscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares. All of the outstanding shares of our common stock are, and the shares of our common stock coveredwhen issued will be, fully-paid and nonassessable.

Registration Rights

Cotterford Company Limited, or Cotterford, is entitled to certain “piggy-back” registration rights where, if at any time, there is not an effective registration statement covering all of the Registrable Securities (as defined in the Cotterford Agreement) and we determine to prepare and file with the SEC a registration statement relating to an offering for our own account or the account of others, under the Securities Act, of any of our equity securities (subject to certain exceptions), Cotterford can require us to register its Registrable Securities (subject to cutbacks at the request of the underwriters, if applicable). These rights are provided under the terms of a Common Stock Purchase Agreement dated August 8, 2018, or the Cotterford Agreement. We generally must pay all expenses relating to any such registration, other than Cotterford’s counsel, broker’s commissions, discounts or fees and transfer taxes. These registration rights terminate automatically upon the earlier of the sale of the Registrable Securities and the date such registrable securities may be resold without volume or manner-of-sale limitations pursuant to Rule 144 under the Securities Act. The Registrable Securities were registered for resale pursuant to a Registration Statement on Form S-3, File No. 333-227731, initially declared effective by this prospectus.the SEC on October 15, 2018.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

Certain provisions of Delaware law, our second amended and restated certificate of incorporation and our amended and restated bylaws could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging such proposals, including proposals that are priced above the then-current market value of our common stock, because, among other reasons, the negotiation of such proposals could result in an improvement of their terms.

Certificate of Incorporation and Bylaws. Our second amended and restated certificate of incorporation and amended and restated bylaws include provisions that:

Delaware anti-takeover statute. We are not selling any securitiessubject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under this prospectus and will not receive any proceeds fromcertain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

Generally, a “business combination” includes a merger, asset or stock sale, or other dispositiontransaction resulting in a financial benefit to the “interested stockholder” and an “interested stockholder” is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage business combinations or other attempts that might result in a premium over the market price for the shares of common stock held by our stockholders. The provisions of DGCL, our restated certificate of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

NYSE American Market

Our common stock is listed on the NYSE American market and traded under the symbol “VNRX.” On September 22, 2021, the last reported sale price for our common stock on the NYSE American market was $3.13 per share.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is VStock Transfer, LLC. The address of VStock Transfer, LLC is 18 Lafayette Place, Woodmere, New York 11598, and the telephone number is (212) 828-8436.

DESCRIPTION OF WARRANTS

We may offer, sell and issue, from time to time, warrants to purchase shares of our common stock. The warrants may be issued independently or together with shares of our common stock and may be attached to or separate from the shares of our common stock. If we issue warrants, they will be evidenced by warrant agreements or warrant certificates issued under one or more warrant agreements, which will be contracts between us and/or a bank or trust company, as warrant agent, and the holders of the warrants or an agent for the holders of the warrants, all as shall be set forth in the prospectus supplement relating to warrants being offered pursuant to such prospectus supplement. The forms of warrant agreements or warrant certificates, as applicable, relating to the warrants will be filed as exhibits to the registration statement of which this prospectus is part and/or will be incorporated by reference from reports that we file with the SEC.

The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all of the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.

Whenever warrants are to be issued and sold pursuant to this prospectus, we will file a prospectus supplement relating to that offer and sale which will specify (in each case as applicable):

Until any warrants to purchase common stock are exercised, the holders of warrants will not be entitled, by virtue of being such holders, to vote, consent, receive dividends, receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter, or to exercise any rights whatsoever as our stockholders.

Each warrant will entitle the holder to purchase for cash such shares of our common stock at such exercise price as shall be in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants will become void.

The warrants may be exercised as set forth in the prospectus supplement relating to the warrants offered. Upon receipt of payment and the warrant certificate properly completed and duly executed at the Company or the corporate trust office of the warrant agent, as applicable, or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the shares of our common stock covered by this prospectus. However,purchasable upon any exercisesuch exercise. If less than all of the warrants the selling stockholders would pay us the applicable exercise price per share. We expect to use anyrepresented by such warrant exercise proceeds primarilycertificate are exercised, a new warrant certificate will be issued for working capital and general corporate purposes. the remaining warrants.

SELLING STOCKHOLDERSDESCRIPTION OF UNITS

We have preparedmay issue units comprised of one or more of the other securities described in this prospectus in any combination from time to allowtime. Each unit will be issued so that the selling stockholdersholder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. If we issue units, they will be evidenced by unit agreements or their transferees, pledgees, assignees, distributees, doneesunit certificates issued under one or other successorsmore unit agreements, which will be contracts between us and the holders of the units or an agent for the holders of the units. The unit agreement under which a unit is issued may provide that the securities included in interestthe unit may not be held or transferred separately, at any time or at any time before a specified date. The forms of unit agreements or unit certificates, as applicable, relating to the units will be filed as exhibits to the registration statement that includes this prospectus, or as an exhibit to a filing with the SEC that is incorporated by reference into this prospectus.

PLAN OF DISTRIBUTION

We may sell or otherwise dispose of,our securities from time to time up to an aggregate of 9,810,310 shares of our common stock,in any manner permitted by the Securities Act, including up to 190,000 shares of our common stock issuable upon the exercise of outstanding warrants. The table below presents information regarding the selling stockholders, the shares of common stock that each selling stockholder may sellany one or otherwise dispose of from time to time under this prospectus and the number of shares and percentage of our outstanding shares of common stock each selling stockholder will own assuming allmore of the shares covered by this prospectus, including shares issuable upon exercise of the warrants in full, are sold by such selling stockholder.following ways:

We do not know when or in what amounts the selling stockholders may sell or otherwise dispose of the shares of common stock covered hereby. The selling stockholders might not sell or dispose of any or all of the shares covered by this prospectus or may sell or dispose of some or all of the shares other than pursuant to this prospectus. Because the selling stockholders may not sell or otherwise dispose of some or all of the shares covered by this prospectus, we cannot estimate the number of shares that will be held by the selling stockholders after completion of the offering. However, for purposes of this table, we have assumed that all of the shares of common stock covered by this prospectus, including shares issuable upon exercise of the warrants, will be sold by the selling stockholders.

	·	to investors through agents;
	·	directly to agents;
	·	to or through underwriters;
	·	to or through broker-dealers (acting as agent or principal);
	·	in a block trade;
	·	in ordinary brokerage transactions and transactions in which a broker solicits purchasers;
	·	in privately negotiated transactions;
	·	in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise; and/or
	·	directly to purchasers, through a specific bidding or auction process or otherwise.

The information in the table is based on 41,204,685 shares outstanding as of January 31, 2020 and was prepared based on information supplied to us by the selling stockholders and upon information in our possession. Information concerning the selling stockholders may change from time to time and changed information will be presented in a supplement to this prospectus if and when required.

Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 except that shares of common stock thatsecurities may be acquired by the selling stockholder pursuant to previously granted options under the 2011 Equity Incentive Plan and the 2015 Stock Incentive Plan, whether vestedsold at a fixed price or unvested, as well as outstanding warrants, are deemed to be outstanding and to be beneficially owned by the selling stockholder holding such securities (regardless of vesting date) for determining shares beneficially owned and for determining ownership percentage of such holder, but excluded for determining the ownership percentage of other holders. The actual number of shares beneficially owned prior to and after the offering is subject to adjustment and could be materially less or more than the estimated amount indicated depending upon factors,prices, which we cannot predict at this time.

The selling stockholders are not required to sell any shares of our common stock and there is no assurance that any of the selling stockholders will sell any or all of the shares of our common stock covered by this prospectus. We are currently not aware of any agreements, arrangements or understandings with respect to the sale or other disposition of any of the shares covered hereby.

*Less than one percent (1%). 

(1)Assumes all the shares offered hereby are sold by the selling stockholders and such sales are to persons who are not affiliates of the selling stockholders and the selling stockholders sell no other shares they beneficially own. 

(2)Dr. Colman’s beneficial ownership consists of direct ownership of (i) 156,250 shares of common stock and (ii) options to purchase 105,000 shares of common stock. 153,937 shares of common stock are being offered pursuant to this prospectus.  

(3)Dr. Ladurner’s beneficial ownership consists of direct ownership of 15,867 shares of common stock. 14,009 shares of common stock are being offered pursuant to this prospectus.  

(4)Ms. Williams’ beneficial ownership consists of direct ownership of 30,226 shares of common stock. 25,226 shares of common stock are being offered pursuant to this prospectus.  

(5)Mr. Haynes’ beneficial ownership consists of direct ownership of 13,363 shares of common stock. 1,500 shares of common stock are being offered pursuant to this prospectus. 

(6)BOCO Investments, LLC’s, or BOCO Investments’, beneficial ownership consists of direct ownership of 144,497 shares of common stock. 85,500 shares of common stock are being offered pursuant to this prospectus. Joseph C. Zimlich serves as the President of Bohemian Asset Management, Inc., the Managing Member of BOCO Investments, which holds voting and dispositive control over the shares.  

(7)Borlaug Limited’s, or Borlaug’s, beneficial ownership includes direct ownership of (i) 38,113 shares of common stock and (ii) options to purchase 310,000 shares of common stock. Dr. Jacob Vincent Micallef has voting and dispositive control over the shares of common stock beneficially owned by Borlaug. 14,290 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 86,166 shares owned by Dr. Micallef, and the options to purchase 195,000 shares of common stock issuable upon the exercise of options held by Dr. Micallef, in each case already reflected in the table above and footnote 35 (see also Note 35). 

(8)Mr. Nicholas’ beneficial ownership includes (i) direct ownership of 50,000 shares of common stock and (ii) indirect ownership of 89,189 shares of common stock held directly by Mr. Nicholas’ spouse and already reflected in the table above and footnote 49. 50,000 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 89,189 shares of common stock held directly by Mr. Nicholas’ spouse (see also Note 49).  

(9)Mr. Reynolds’ beneficial ownership includes (i) direct ownership of (a) 1,122,273 shares of common stock and (b) options to purchase 505,000 shares of common stock, and (ii) indirect ownership of (a) 34,076 shares of common stock in held directly by Mr. Reynolds’ spouse and (b) 1,007,718 shares of common stock held by Concord International, Inc., or Concord, of which Mr. Reynolds is the majority stockholder and shares voting and dispositive control over such shares. 1,103,516 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes indirect ownership of (a) 1,007,718 shares of common stock held by Concord and (b) 34,076 shares of common stock held directly by Mr. Reynolds’ spouse, in each case already reflected in the table above and footnotes 13 and 10, respectively (see also Notes 10 and 13). 

(10)The beneficial ownership of Mrs. Reynolds, also known as Charlotte Victoria Bethell McCubbin, includes (i) direct ownership of 34,076 shares of common stock, and (ii) indirect ownership of (a) 1,122,273 shares of common stock and (b) options to purchase 505,000 shares of common stock, in each case held directly by Mrs. Reynolds’ spouse. 28,287 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 1,122,273 shares of common stock and options to purchase 505,000 shares of common stock held Mrs. Reynolds’ spouse and already reflected in the table above and footnote 9 (see also Note 9).  

(11)Mr. Davis’ beneficial ownership consists of direct ownership of 217,605 shares of common stock. 104,230 shares of common stock are being offered pursuant to this prospectus.  

(12)Cleopatra Trading Limited’s, or Cleopatra’s, beneficial ownership includes direct ownership of 23,573 shares of common stock. 8,573 shares of common stock are being offered pursuant to this prospectus. Dr. Farshid Kolahi Zonoozi serves as the director of Cleopatra and Dr. Zonoozi has voting and dispositive control over such shares of common stock. To avoid the appearance of double counting, excludes indirect ownership of 36,343 shares of common stock held by Dr. Zonoozi and already reflected in the table above and footnote 23 and an additional 73,158 shares of common stock held by MJF Pension Trustees Limited and Dr. Farshid Kolahi Zonoozi and reflected in the table above and footnote 45 (see also Notes 23 and 45). 

(13)Concord International, Inc.’s, or Concord’s, beneficial ownership consists of direct ownership of 1,007,718 shares of common stock. 1,004,088 shares of common stock are being offered pursuant to this prospectus. Rodney Rootsaert is a controlling director and shareholder of Concord and has voting and dispositive control over the 1,007,718 shares of common stock. Cameron Reynolds is a majority shareholder of Concord and shares voting and dispositive control over such shares. 

(14)Mr. Reid’s beneficial ownership consists of direct ownership of 15,000 shares of common stock. 10,000 shares of common stock are being offered pursuant to this prospectus.  

(15)Cotterford Company Limited’s, or Cotterford’s, beneficial ownership includes direct ownership of 11,706,913 shares of common stock. 919,628 shares of common stock are being offered pursuant to this prospectus. Eight Corporation Limited, or Eight, is the sole corporate director of Cotterford and may be deemed the beneficial owner of such shares held by Cotterford. Amy Slee, James Bartholomew McCarney and David John Morgan are the three directors of Eight, but they disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. 

(16)Mr. Innes’ beneficial ownership includes (i) direct ownership of 17,144 shares of common stock, and (ii) indirect ownership over 17,144 shares of common stock held directly by Mr. Innes’s spouse. 17,144 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes 17,144 shares of common stock held directly by Mr. Innes’ spouse and already reflected in the table above and footnote 52 (see also Note 52). 

(17)Mr. and Mrs. Connor’s beneficial ownership consists of direct ownership of 75,400 shares of common stock. 37,500 shares of common stock are being offered pursuant to this prospectus.  

(18)Mr. and Mrs. Glover’s beneficial ownership consists of direct ownership of 51,000 shares of common stock. 47,000 shares of common stock are being offered pursuant to this prospectus.  

(19)Ms. Markiewicz’s beneficial ownership consists of direct ownership of 14,573 shares of common stock. 8,573 shares of common stock are being offered pursuant to this prospectus. 

(20)Deb Investments Ltd.’s, or Deb Investment’s, beneficial ownership includes direct ownership of 41,592 shares of common stock. 21,592 shares of common stock are being offered pursuant to this prospectus. Elli Lerner serves as a director of Deb Investments and has voting and dispositive control over the 41,592 shares of common stock. To avoid the appearance of double counting, excludes 71,500 shares held directly by Mr. Lerner and already reflected in the table above and footnote 22 (See also Note 22). 

(21)Dr. Deas’s beneficial ownership consists of direct ownership of 6,865 shares of common stock. 3,750 shares of common stock are being offered pursuant to this prospectus. 

(22)Mr. Lerner’s beneficial ownership includes (i) direct ownership of 71,500 shares of common stock and (ii) indirect ownership of 41,592 shares of common stock held by Deb Investments. 6,500 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes 41,592 shares of common stock held by Deb Investments and already reflected in the table above and footnote 20 (see also Note 20). 

(23)Dr. Zonoozi’s beneficial ownership includes (i) direct ownership of 36,343 shares of common stock, and (ii) indirect ownership of (a) 23,573 shares of common stock held by Cleopatra, already reflected in the table above and footnote 12 and (b) 73,158 shares of common stock registered to MJF Pension Trustees Limited & Dr. Farshid Kolahi Zonoozi, already reflected in the table above and footnote 45. 12,858 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes 23,573 shares of common stock held by Cleopatra and the 73,158 shares of common stock held by MJF Pension Trustees Limited and Dr. Farshid Kolahi Zonoozi (see also Notes 12 and 45). 

(24)Gerlach & Co. FBO Schroder & Co. Bank AG’s, or Gerlach’s, beneficial ownership consists of direct ownership of 49,179 shares of common stock. 17,429 shares of common stock are being offered pursuant to this prospectus. John Innes holds voting and dispositive control over the 49,179 shares. To avoid the appearance of double counting, excludes 5,715 shares held directly by Mr. Innes and already reflected in the table above and footnote 38 (see also Note 38). 

(25)Mr. Goh’s beneficial ownership consists of direct ownership of 23,226 shares of common stock. 10,226 shares of common stock are being offered pursuant to this prospectus. 

(26)Growth Ventures Inc. Pension Plan & Trust’s, or Growth Ventures’, beneficial ownership consists of direct ownership of 106,600 shares of common stock. 36,800 shares of common stock are being offered pursuant to this prospectus. Mr. Gary J. McAdam is Trustee of Growth Ventures and holds voting and dispositive control over such shares.  

(27)Mr. Innes’ beneficial ownership includes (i) direct ownership of (a) 1,354,975 shares of common stock and (b) options to purchase 140,000 shares of common stock and (ii) indirect ownership of (a) 49,726 shares of common stock, held in a bare trust, which is not a separate legal entity, of which Mr. Innes is the trustee, for the benefit of certain minors, and (b) 356,000 shares of common stock held by The Dill Faulkes Educational Trust Limited, or DFET, for which Mr. Innes serves as a director and a trustee and shares voting and dispositive control over such shares. 1,291,533 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 356,000 shares of common stock held directly by DFET, as already reflected in the table above and footnote 64 (see also Note 64).  

(28)Dr. Skaff’s beneficial ownership consists of direct ownership of 37,025 shares of common stock. 11,437 shares of common stock are being offered pursuant to this prospectus. 

(29)Mr. Han’s beneficial ownership consists of direct ownership of 32,609 shares of common stock. 12,609 shares of common stock are being offered pursuant to this prospectus. 

(30)Mr. Mills Scio’s beneficial ownership consists of direct ownership of 33,000 shares of common stock. 23,000 shares of common stock are being offered pursuant to this prospectus. 

(31)Mrs. Faulkes’ beneficial ownership includes (i) direct ownership of 152,600 shares of common stock, and (ii) indirect ownership of 17,400 shares of common stock held directly by Mrs. Faulkes’ spouse. 117,500 shares of common stock are being offered pursuant to this prospectus.  

(32)Hever Investments Limited’s, or Hever’s, beneficial ownership consists of direct ownership of 338,419 shares of common stock. 338,419 shares of common stock are being offered pursuant to this prospectus. Eight is the sole corporate director of Hever and may be deemed the beneficial owner of such shares held by Hever. Amy Slee, James Bartholomew McCarney and David John Morgan are the three directors of Eight, but they disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. 

(33)Mr. Campbell’s beneficial ownership consists of direct ownership of 3,000 shares of common stock. 1,000 shares of common stock are being offered pursuant to this prospectus. 

(34)Mr. Cassel’s beneficial ownership consists of direct ownership of 242,000 shares of common stock. 100,000 shares of common stock are being offered pursuant to this prospectus.  

(35)Dr. Micallef’s beneficial ownership includes (i) direct ownership of (a) 86,166 shares of common stock and (b) options to purchase 195,000 shares of common stock and (ii) indirect ownership of (a) 22,000 shares of common stock held directly by Dr. Micallef’s spouse, (b) 38,113 shares owned by Borlaug, and (c) options to purchase 310,000 shares of common stock issuable upon the exercise of options held by Borlaug. 76,166 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 38,113 shares owned Borlaug and options to purchase 310,000 shares of common stock issuable upon the exercise of options held by Borlaug, in each case already reflected in the table above and footnote 7, over which Dr. Micallef has voting and dispositive control and, therefore, beneficial ownership (see also Note 7). 

(36)Mr. Jacob’s beneficial ownership consists of direct ownership of 3,967 shares of common stock. 1,667 shares of common stock are being offered pursuant to this prospectus. 

(37)Dr. Terrell’s beneficial ownership consists of direct ownership of (i) 50,000 shares of common stock, (ii) warrants to purchase 150,000 shares of common stock and (iii) options to purchase 200,000 shares of common stock. 50,000 shares of common stock and 150,000 shares of common stock issuable upon the exercise of warrants are being offered pursuant to this prospectus.  

(38)Mr. Innes’ beneficial ownership includes (i) direct ownership of 5,715 shares of common stock and (ii) indirect ownership of 49,179 shares of common stock held by Gerlach. 5,715 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 49,179 shares held directly by Gerlach and already reflected in the table above and footnote 24 (see also Note 24). 

(39)Mr. Hine’s beneficial ownership consists of direct ownership of 87,858 shares of common stock. 67,858 shares of common stock are being offered pursuant to this prospectus.  

(40)Joran Investments Holding S.A.’s, or Joran Investments’, beneficial ownership consists of direct ownership of 330,000 shares of common stock. 250,000 shares of common stock are being offered pursuant to this prospectus. Mr. Hugues Janssens van der Maelen serves as director of Joran Investments and disclaims beneficial ownership of the shares.  

(41)M.R. Sminia Beheer B.V.’s, or Sminia Beheers’s, beneficial ownership consists of direct ownership of 15,800 shares of common stock. 14,000 shares of common stock are being offered pursuant to this prospectus. 

(42)Ms. Spiegel’s beneficial ownership consists of direct ownership of 90,000 shares of common stock. 15,000 shares of common stock are being offered pursuant to this prospectus. 

(43)Dr. Eccleston’s beneficial ownership includes (i) direct ownership of (a) 81,451 shares of common stock and (b) options to purchase 320,000 shares of common stock and (ii) indirect ownership of (a) 47,776 shares owned by Oncolytika Limited, or Oncolytika, and (b) options to purchase 185,000 shares of common stock, issuable upon the exercise of options held by Oncolytika, in each case already reflected in the table above and footnote 50, over which Dr. Eccleston has voting and dispositive control and, therefore, beneficial ownership. 61,451 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 47,776 shares held by Oncolytika and options to purchase 185,000 shares of common stock issuable upon the exercise of options held by Oncolytika (see also Note 50). 

(44)Dr. Faulkes’ beneficial ownership includes (i) direct ownership of (a) 1,561,284 shares of common stock and (b) options to purchase 365,000 shares of common stock and (ii) indirect ownership of 356,000 shares of common stock held directly by DFET, for which Dr. Faulkes serves as the chairman, director and trustee of DFET and shares voting and dispositive control over such shares and, therefore, beneficial ownership. 1,344,101 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 356,000 shares of common stock held directly by DFET, and already reflected in the table above and footnote 64 (see also Note 64).  

(45)MJF Pension Trustees Limited & Dr. Farshid Kolahi Zonoozi’s, or MJF Pension Trustees’, beneficial ownership consists of direct ownership of 73,158 shares of common stock. Michael J. Field is one of various individuals having authority to act for MJF Pension Trustees, each of whom together with Dr. Zonoozi have voting and dispositive control over the common stock beneficially owned by MJF Pension Trustees. 12,858 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 36,343 shares owned by Dr. Zonoozi and (b) the 23,573 shares owned by Cleopatra, in each case already reflected in the table above and footnotes 23 and 12, respectively. Dr. Zonoozi has voting and dispositive control over the shares beneficially owned by Cleopatra (see also Notes 12 and 23). 

(46)National Securities Corporation’s, or National’s, beneficial ownership consists of warrants to purchase 4,000 shares of common stock. 4,000 shares of common stock issuable upon the exercise of warrants are being offered pursuant to this prospectus. Michael A. Mullen is Chairman and Chief Executive Officer of National and has voting and dispositive control over the shares, but disclaims beneficial ownership of the shares. 

(47)Mr. Marar’s beneficial ownership consists of direct ownership of 225,000 shares of common stock. 140,000 shares of common stock are being offered pursuant to this prospectus. 

(48)Next Generation TS FBO Alena YLM Powell IRA 1098, or Next Generation-Powell’s, beneficial ownership consists of direct ownership of 5,500 shares of common stock. 5,500 shares of common stock are being offered pursuant to this prospectus. Alena YLM Powell has voting and dispositive control over such shares and, therefore, beneficial ownership.  

(49)Mrs. Nicholas’ beneficial ownership includes (i) direct ownership of 89,189 shares of common stock and (ii) indirect ownership of 50,000 shares of common stock held directly by Mrs. Nicholas’ spouse and already reflected in the table and footnote 8. 89,189 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 50,000 shares of common stock held directly by Mrs. Nicholas’ spouse (see also Note 8). 

(50)Oncolytika’s beneficial ownership consists of direct ownership of (i) 47,776 shares of common stock and (ii) options to purchase 185,000 shares of common stock. 19,159 shares of common stock are being offered pursuant to this prospectus. Dr. Eccleston has voting and dispositive control over the shares of common stock beneficially owned by Oncolytika. To avoid the appearance of double counting, excludes the 81,451 shares of common stock held by Dr. Eccleston and options to purchase 320,000 shares of common stock issuable upon the exercise of options held by Dr. Eccleston, in each case already reflected in the table above and footnote 43 (see also Note 43). 

(51)PB Commodities Ptd Ltd.’s, or PB Commodities’, beneficial ownership consists of direct ownership of 5,715 shares of common stock. 5,715 shares of common stock are being offered pursuant to this prospectus. Andrew Michael Reynolds is a director of PB Commodities and holds voting and dispositive control over the shares. To avoid the appearance of double counting, excludes 60,000 shares of common stock owned by The Trustee for Varendorff Reynolds Superannuation, of which Mr. Reynolds serves as Trustee, which shares of common stock are already reflected in the table above and footnote 65 (see also Note 65). 

(52)Mrs. Innes’ beneficial ownership includes (i) direct ownership of 17,144 shares of common stock, and (ii) indirect ownership of 17,144 shares of common stock held directly by Mrs. Innes’ spouse. 17,144 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 17,144 shares of common stock held directly by Mrs. Innes’ spouse and already reflected in the table above and footnote 16 (see also Note 16). 

(53)Mr. Terrell’s beneficial ownership includes (i) direct ownership of 51,365 shares of common stock, and (ii) indirect ownership of 60,000 shares held jointly by Ralph Douglas Terrell and Eileen Terrell. 1,365 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes 60,000 shares of common stock held jointly by Ralph Douglas Terrell and Eileen Terrell, as already reflected in the table above and footnote 54 (see also Note 54). 

(54)Mr. and Mrs. Terrell’s beneficial ownership includes (i) direct ownership of 60,000 shares of common stock which are jointly-held, and (ii) indirect ownership of 51,365 shares of common stock held by Mr. Terrell alone. 50,000 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 51,365 shares of common stock held directly by Mr. Terrell and is already reflected in the table above and footnote 53 (see also Note 53). 

(55)Mr. Bookbinder’s beneficial ownership consists of warrants to purchase 1,500 shares of common stock, which warrants were assigned to Mr. Bookbinder by National. 1,500 shares of common stock issuable upon the exercise of warrants are being offered pursuant to this prospectus. 

(56)Mr. Cooles’ beneficial ownership includes (i) direct ownership of 57,078 shares of common stock and (ii) indirect ownership of (a) 1,300 shares of common stock held for the benefit of Carole Cooles and (b) 22,090 shares of common stock held by Redlynch Investments Limited, or Redlynch. 57,078 shares of common stock are being offered pursuant to this prospectus. Mr. Cooles serves as director of Redlynch and disclaims beneficial ownership of the shares.  

(57)Ms. Lerner’s beneficial ownership consists of direct ownership of 90,000 shares of common stock. 15,000 shares of common stock are being offered pursuant to this prospectus. 

(58)Mr. Brown’s beneficial ownership consists of direct ownership of 23,772 shares of common stock. 16,000 shares of common stock are being offered pursuant to this prospectus. 

(59)Roytor & Co. FBO Account #08000154003, or Roytor’s, beneficial ownership consists of direct ownership of 36,715 shares of common stock. 31,715 shares of common stock are being offered pursuant to this prospectus. Mr. John Ivan White holds voting and dispositive control over the shares. 

(60)Mr. Powell’s beneficial ownership includes (i) direct ownership of (a) 57,065 shares of common stock and (b) options to purchase 224,167 shares of common stock, and (ii) indirect ownership of (a) 4,800 shares held by Scott Powell ROTH IRA, as reflected in the table above and footnote 61 and (b) the 5,500 shares held by Next Generation-Powell, as reflected in the table above and footnote 48. 5,000 shares of common stock are being offered pursuant to this prospectus and, to avoid the appearance of double counting, excludes the 4,800 shares held by Scott Powell ROTH IRA, and 5,500 shares held by Next Generation-Powell (see also Notes 48 and 61).  

(61)Scott Powell ROTH IRA’s beneficial ownership consists of direct ownership of 4,800 shares of common stock. Mr. Powell holds voting and dispositive control over the shares and, therefore, beneficial ownership. 4,800 shares of common stock are being offered pursuant to this prospectus. To avoid the appearance of double counting, excludes the 57,065 shares of common stock and options to purchase 224,167 shares of common stock held by Mr. Powell, and 5,500 shares held by Next Generation-Powell, in each case already reflected in the table above and footnotes 60 and 48 (see also Notes 48 and 60).  

(62)Mr. Shames beneficial ownership consists of warrants to purchase 33,000 shares of common stock, which warrants were assigned to Mr. Shames by National. 33,000 shares of common stock issuable upon the exercise of warrants are being offered pursuant to this prospectus. 

(63)Ms. Lefebvre’s beneficial ownership consists of direct ownership of 8,400 shares of common stock. 6,000 shares of common stock are being offered pursuant to this prospectus. 

(64)The Dill Faulkes Educational Trust Limited’s, or DFET’s, beneficial ownership consists of direct ownership of 356,000 shares of common stock. 356,000 shares of common stock are being offered pursuant to this prospectus. Dr. Faulkes serves as the chairman, director and trustee of the DFET and Dr. Edward Futcher and Mr. Guy Archibald Innes each serve as a director and trustee of the DFET, and together have voting and dispositive control over the 356,000 shares of common stock. 

(65)The Trustee for Varendorff Reynolds Superannuation’s beneficial ownership consists of direct ownership of 66,000 shares of common stock. 66,000 shares of common stock are being offered pursuant to this prospectus. As Trustee, Andrew Michael Reynolds holds voting and dispositive control over the shares. To avoid the appearance of double-counting, excludes 5,715 shares of common stock held by PB Commodities, over which Mr. Reynolds is also a director, which shares of common stock are already reflected in the table above and footnote 51 (see also Note 51). 

(66)Mr. Bygott’s beneficial ownership consists of direct ownership of (i) 15,582 shares of common stock and (ii) options to purchase 235,000 shares of common stock. 5,000 shares of common stock are being offered pursuant to this prospectus. 

(67)Mr. Rosenzweig’s beneficial ownership consists of warrants to purchase 1,500 shares of common stock, which warrants were assigned to Mr. Rosenzweig by National. 1,500 shares of common stock issuable upon the exercise of warrants are being offered pursuant to this prospectus. 

(68)US Firangi Trust’s beneficial ownership consists of direct ownership of 46,294 shares of common stock. 38,794 shares of common stock are being offered pursuant to this prospectus. Mr. Rahul Harkawat holds voting and dispositive control over the shares. 

(69)Ms. Liang’s beneficial ownership consists of direct ownership of 7,839 shares of common stock. 339 shares of common stock are being offered pursuant to this prospectus.

Warrants

Terrell Warrant

The Terrell Warrant entitles Jason Terrell to purchase 200,000 shares of our common stock, which was previously exercised as to 50,000 shares of common stock, and is exercisable upon vesting of such warrants, based on the achievement of certain vesting milestones. The vested warrants are exercisable from the date they become vested, or the Vesting Date, until three (3) years from the Vesting Date. The Terrell Warrant is exercisable at a price per share equal to $2.47, subject to certain adjustments.

National Warrant

The National Warrant is exercisable at any time on or after November 14, 2016 and entitles National Securities Corporation, or its assignees, to purchase an aggregate of 40,000 shares of our common stock until November 14, 2020, at a price per share equal to $4.53, subject to certain adjustments. The National Warrant was subsequently partially assigned as to 36,000 shares to three individuals.

PLAN OF DISTRIBUTION

The selling stockholders, including their transferees, pledgees, assignees, distributees, donees or other successors-in-interest, may from time to time offer some or all of the shares of common stock covered by this prospectus. To the extent required, this prospectus may be amended and supplemented from time to time to describe a specific plan of distribution.

The selling stockholders will not pay any of the costs, expenses and fees in connection with the registration of the shares covered by this prospectus, but they will pay any and all of their own legal fees, underwriting discounts, selling commissions and stock transfer taxes, if any, attributable to sales of the shares. We will not receive any proceeds from the sale of shares of our common stock covered by this prospectus. However, upon exercise of the warrants, we will receive proceeds from the exercise of such warrants.

The selling stockholders may sell the shares of common stock covered by this prospectus from time to time, and may also decide not to sell all or any of the shares of common stock that they are allowed to sell under this prospectus. The selling stockholders will act independently of us in making decisions regarding the timing, manner and size of each sale. These dispositions may be at fixed prices,changed, at market prices prevailing at the time of sale, at prices relatedrelating to suchthe prevailing market prices at varying prices determined at the time of sale, or at privately negotiated prices. Sales may be made by the selling stockholders in one or more types of transactions, which may include:

purchasesOffers to purchase offered securities may be solicited by underwriters, dealers and agents who may receive compensation in the form of underwriting discounts, concessions or commissions from the selling stockholders and/or the purchasers of the shares of common stock for whom they may act as agent; 

one or more block transactions, including transactions in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade;  

ordinary brokerage transactions or transactions in which a broker solicits purchases;  

purchasesdesignated by a broker-dealer or market maker, as principal, and resale by the broker-dealer for its account;  

the pledge of shares of common stock for any loan or obligation, including pledges to brokers or dealers who mayus from time to time effect distributions of shares of common stock; 

short salestime. Any agent involved in the offer or transactions to cover short sales relating to the shares of common stock;  

one or more exchanges or over-the-counter market transactions;  

through distribution by a selling stockholder or its successors-in-interest to its members, general or limited partners or stockholders (or their respective members, general or limited partners or stockholders);  

privately negotiated transactions;  

the writing of options, whether the options are listed on an options exchange or otherwise;  

distributions to creditors and equity holders of a selling stockholder; and  

any combinationsale of the foregoing, or any other available means allowable under applicable law. 

The selling stockholders may also resell all or a portionoffered securities in respect of their common stock in open market transactions in reliance upon Rule 144 under the Securities Act provided they meet the criteria and conform to the requirements of Rule 144.

The selling stockholders may enter into sale, forward sale and derivative transactions with third parties, or may sell securities not covered bywhich this prospectus to third partiesis delivered will be named, and any commissions payable by us will be set forth, in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those sale, forward sale or derivative transactions, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions and by issuing securities that are not covered by this prospectus but are exchangeable for or represent beneficial interests in the common stock. The third parties also may use shares received under those sale, forward sale or derivative arrangements or shares pledged by the selling stockholders or borrowed from the selling stockholders or others to settle such third-party sales or to close out any related open borrowings of common stock. The third parties may deliver this prospectus in connection with any such transactions. Any third party in such sale transactions will be an underwriter and will be identifiedsupplement. Unless otherwise set forth in the applicable prospectus supplement, (orany agent will be acting on a post-effective amendmentreasonable best efforts basis for the period of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the registration statementSecurities Act, of which this prospectus is a part).the offered securities so offered and sold.

In addition, the selling stockholders may engage in hedging transactions with broker-dealers in connection with distributions of common stock or otherwise. In those transactions, broker-dealers may engage in short sales of securities in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also sell securities short and redeliver securities to close out such short positions. The selling stockholders may also enter into option or other transactions with broker-dealers which require the delivery of securities to the broker-dealer. The broker-dealer may then resell or otherwise transfer such securities pursuant to this prospectus. The selling stockholders also may loan or pledge shares, and the borrower or pledgee may sell or otherwise transfer the common stock so loaned or pledged pursuant to this prospectus. Such borrower or pledgee also may transfer those shares of common stock to investors in our securities or the selling stockholders’ securities or in connection with the offering of other securities not covered by this prospectus.

To the extent necessary, we may amend or supplement this prospectus from time to time to describe a specific plan of distribution. We will file a supplement to this prospectus, if required, upon being notified by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, offering or a purchase by a broker or dealer. The applicable prospectus supplement will set forth in a prospectus supplement the specific terms of the offering of our securities, including:

the price of such common stock;  

the proceedsIf offered securities are sold to the applicable selling stockholder frompublic by means of an underwritten offering, either through underwriting syndicates represented by managing underwriters or directly by the sale of such common stock;  

managing underwriters, we will execute an underwriting agreement with an underwriter or underwriters, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, will be set forth in the applicable prospectus supplement. In addition, the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the applicable prospectus supplement, which prospectus supplement will be used by the underwriters to make resales of the offered securities. If underwriters are utilized in the sale of the offered securities, the offered securities will be acquired by the underwriters for their own account and may be resold from time to time in one or agents, if any;  more transactions, including:

any underwriting discounts, agency fees or other compensation to underwriters or agents; and  

any discounts or concessions allowed or paidWe may grant to dealers. 

The selling stockholders may, or may authorizethe underwriters dealers and agents to, solicit offers from specified institutionsoptions to purchase common stock from the selling stockholdersadditional offered securities to cover over-allotments, if any, at the public offering price listedwith additional underwriting discounts or commissions, as may be set forth in the applicable prospectus supplement. These salesIf we grant any over-allotment option, the terms of the over-allotment option will be set forth in the applicable prospectus supplement.

We may be made under “delayedauthorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts” or other purchase contracts that provideproviding for payment and delivery on a specified future date. Any contracts like thisdate in the future. We will be described in and be subject todescribe the conditions listedto these contracts and the commissions we must pay for solicitation of these contracts in the applicable prospectus supplement.

Broker-dealers orWe may indemnify agents, may receive compensation in the form of commissions, discounts or concessions from the selling stockholders. Broker-dealers or agents may also receive compensation from the purchasers of common stock for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular broker-dealer might be in excess of customary commissionsunderwriters and will be in amounts to be negotiated in connection with transactions involving securities. In effecting sales, broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in the resales.

In connection with sales of common stock covered hereby, the selling stockholders and any underwriter, broker-dealer or agent and any other participating broker-dealer that executes sales for the selling stockholders may be deemed to be an “underwriter” within the meaning of the Securities Act. Accordingly, any profits realized by the selling stockholders and any compensation earned by such underwriter, broker-dealer or agent may be deemed to be underwriting discounts and commissions under the Securities Act. Because the selling stockholders may be deemed to be “underwriters”dealers against specified liabilities, including liabilities incurred under the Securities Act, the selling stockholders must deliver this prospectus and any prospectus supplement in the manner requiredor to contribution by the Securities Act. This prospectus delivery requirement may be satisfied in accordance with Rule 153 under the Securities Act.

We or the selling stockholders may agreeus to indemnify each other, any underwriters, broker-dealers and agents against or contribute to any payments the underwriters, broker-dealers or agentsthey may be required to make within respect to, civil liabilities, including liabilities under the Securities Act. Underwriters, broker-dealers and agents andof such liabilities. Agents, underwriters or dealers, or their respective affiliates, are permitted tomay be customers of, engage in transactions with or perform services for us andor our affiliates or the selling stockholders or theirrespective affiliates, in the ordinary course of business.

The selling stockholdersUnless otherwise specified in the applicable prospectus supplement, each class or series of securities will be subjecta new issue with no established trading market, other than our common stock, which is traded on the NYSE American market. We may elect to list any other class or series of securities on any exchange and, in the case of our common stock, on any additional exchange. However, unless otherwise specified in the applicable prospectus supplement, we will not be obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the applicable provisions of Regulation Mliquidity of the Exchange Act and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales oftrading market for any of the common stockoffered securities.

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the selling stockholders. Regulation Mdealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may also restrictcause the ability of any person engaged in the distributionprice of the common stocksecurities to engage in market-makingbe higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities with respect to the common stock. These restrictions may affect the marketability of such common stock.at any time.

In order toTo comply with applicablethe securities laws of somecertain states, if applicable, the common stock maysecurities offered by this prospectus will be offered and sold in those jurisdictionsstates only through registered or licensed brokers or dealers.

In addition, in certain statescompliance with guidelines of the common stockFinancial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not be sold unless they have been registered or qualified for sale inexceed 8% of the applicable state or an exemption fromaggregate amount of the registration or qualification requirements is available. In addition, any common stock of a selling stockholder covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold in open market transactions under Rule 144 rather thansecurities offered pursuant to this prospectus.prospectus and any applicable prospectus supplement.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering transactions.

These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the common stock offered under this prospectus. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected on the NYSE American market or another securities exchange or automated quotation system, or in the over-the-counter market or otherwise.

LEGAL MATTERS

Certain legal matters, including the validity of the issuance of the securities offered by this prospectus, will be passed on by Stradling Yocca Carlson & Rauth, P.C.,a Professional Corporation, Newport Beach, California.

EXPERTS

The consolidated financial statements of VolitionRx Limited as of December 31, 20182020 and 20172019 and for each of the years in the two-year period ended December 31, 20182020 have been incorporated by reference herein and in the registration statement in reliance upon the reports of Sadler, Gibb & Associates, LLC, our independent registered public accountant, givenincorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of Sadler, Gibb & Associates, LLC dated March 13, 201922, 2021 notes that our net losses since inception and accumulation of a significant deficit raise substantial doubt that we will be able to continue as a going concern without further financing. 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate” into this prospectus information that we file with the SEC in other documents. This means that we can disclose important information to you by referring to other documents that contain that information. Any information that we incorporate by reference into this prospectus is considered part of this prospectus.

Information contained in this prospectus and information that we file with the SEC in the future and incorporate by reference in this prospectus automatically modifies and supersedes previously filed information, including information in previously filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent with the old information. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. For more information, see “About this Prospectus.”

We incorporate by reference, as of their respective dates of filing, the documents listed below that we have filed with the SEC and any additional documents that we may file in the future with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including any documents filed after the date on which the registration statement of which this prospectus is a part is initially filed until the offering of the security covered by this prospectus has been completed, other than, in each case, documents or information deemed to have been “furnished” and not “filed” in accordance with SEC rules:

We hereby undertake to provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into this prospectus. To request such materials, please contact Mr. Rodney Rootsaert, our Corporate Secretary at c/o Corporate Secretary, VolitionRx Limited, 13215 Bee Cave Parkway, Suite 125, Galleria Oaks B, Austin, Texas 78738 by telephone at +1 (646) 650-1351 or by email atnotice@volition.com. These documents are also available free of charge through the investors section on our website at www.volition.com as soon as practicable after such materials have been electronically filed with, or furnished to, the SEC. Except as otherwise specifically

You should rely only on the information contained in this prospectus, in any accompanying prospectus supplement, or in any document incorporated by reference herein or therein. We have not authorized anyone to provide you with any different information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide to you. The information contained in this prospectus, in any applicable prospectus supplement, and in the documents incorporated by reference herein or therein is accurate only as of the date such information is presented. Our business, financial condition, results of operations and future prospects may have changed since those respective dates.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are available from the SEC’s website at www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically.

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC. As permitted by SEC rules, this prospectus supplement and the accompanying prospectus form a part of the registration statement, but do not contain all of the information that is included in the registration statement. The registration statement contains more information regarding us and our securities, including certain exhibits. You can obtain a copy of the registration statement from the SEC’s website.

$100,000,000

VOLITIONRX LIMITED

Common Stock

Warrants

Units

PROSPECTUS

                                  , 2021

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 24, 2021

Registration No. 333-          

PROSPECTUS SUPPLEMENT

(To Prospectus dated     , 2021)

Up to $25,000,000

VOLITIONRX LIMITED

Common Stock

We have entered into an Equity Distribution Agreement, dated September 24, 2021, or the Distribution Agreement, with Cantor Fitzgerald & Co., or Cantor, and Oppenheimer & Co. Inc., or Oppenheimer, relating to our common stock offered by this prospectus supplement and accompanying prospectus. In accordance with the terms of the Distribution Agreement, we may offer and sell our common stock having an aggregate offering price of up to $25,000,000 from time to time through Cantor and Oppenheimer acting as our agents or principals.

This prospectus supplement should be read in conjunction with the accompanying prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in or accessible through, our websitethe accompanying prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the accompanying prospectus, and any future amendments or supplements thereto.

Our common stock is listed on the NYSE American market and traded under the symbol “VNRX.” On September 22, 2021, the last reported sale price of our common stock as reported on the NYSE American market was $3.13 per share.

Sales of our common stock, if any, under this prospectus may be made in one or more sales, each deemed to be an “at the market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. Cantor and Oppenheimer, as designated agents, or the Designated Agents, are not required to sell any specific amount, but will use commercially reasonable efforts to sell on our behalf all of the shares requested to be sold by us, consistent with their normal trading and sales practices, on mutually agreed terms between the Designated Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The Designated Agents will be entitled to compensation at a fixed commission rate of up to 3.0% of the respective gross sales price per share sold through each of them as designated agents under the Distribution Agreement. In connection with the sale of our common stock on our behalf, the Designated Agents will be deemed to be “underwriters” within the meaning of the Securities Act and the compensation of the Designated Agents will be deemed to be underwriting commissions. We have also agreed to provide rights of indemnification and contribution to the Designated Agents with respect to certain liabilities, including liabilities under the Securities Act. See “Plan of Distribution.”

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE S-6 OF THIS PROSPECTUS AND PAGE 10 OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, AS WELL AS THE RISKS AND UNCERTAINTIES DESCRIBED IN THE OTHER DOCUMENTS WE FILE WITH THE SEC.

__________________________

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is part of a registration statement that was filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under the shelf registration statement, we may, from time to time, offer and sell, either individually or in combination, in one or more offerings shares of our common stock, warrants, or units, having an aggregate offering price of up to $100,000,000. Under this prospectus supplement, we may offer and sell shares of our common stock having an aggregate offering price of up to $25,000,000 from time to time at prices and terms to be determining by market conditions at the time of offering.

Before you invest, you should carefully read this prospectus supplement, the accompanying prospectus, all information incorporated by reference herein and therein, as well as the additional information described under the heading “Where You Can Find More Information.” These documents contain information you should carefully consider when deciding whether to invest in our common stock.

This prospectus supplement may add, update or change information contained in the accompanying prospectus. To the extent there is a conflict between the information contained in this prospectus supplement and the accompanying prospectus, you should rely on information contained in this prospectus supplement, provided that if any statement in, or incorporated by reference into, one of these documents is inconsistent with a statement in another document having a later date, the statement in the document having the later date modifies or supersedes the earlier statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.

WHERE YOU CAN FIND MORE INFORMATIONYou should rely only on the information contained in this prospectus supplement, the accompanying prospectus, any document incorporated by reference herein, or any free writing prospectuses we may provide to you in connection with this offering. Neither we nor the Designated Agents have authorized anyone to provide you with any different information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide to you. The information contained in this prospectus supplement, the accompanying prospectus, and in the documents incorporated by reference herein or therein, is accurate only as of the date such information is presented. Our business, financial condition, results of operations and future prospects may have changed since those respective dates.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the shares of common stock to which they relate, nor does this prospectus supplement and the accompanying prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

Unless otherwise indicated, information contained in or incorporated by reference into this prospectus concerning our industry and the markets in which we operate, including market opportunity, market position and competitive landscape, is based on information from our management’s estimates, as well as from industry publications, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry, and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, while we believe that information contained in the industry publications, surveys and studies has been obtained from reliable sources, the accuracy and completeness of such information is not guaranteed, and we have filed a registration statementnot independently verified any of the data contained in these third-party sources.

This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, include statements that are based on various assumptions and estimates that are subject to numerous known and unknown risks and uncertainties. Some of these risks and uncertainties are described in the section entitled “Risk Factors” beginning on page S-6 of this prospectus supplement and in the section entitled “Risk Factors” starting on page 10 of our Annual Report on Form S-310-K for the fiscal year ended December 31, 2020, or our Annual Report, as well as the other documents we file with the SEC relatingSEC. These and other important factors could cause our future results to be materially different from the securities offeredresults expected as a result of, or implied by, this prospectus. As permittedthese assumptions and estimates. You should read the information contained in, or incorporated by the SEC rules and regulations,reference into, this prospectus supplement and anythe accompanying prospectus, supplementand the documents incorporated by reference herein and therein, completely and with the understanding that future results may be materially different from and worse than what we may file, which form a part ofexpect. See the registration statement, doinformation included under the heading “Cautionary Note Regarding Forward-Looking Information.”

This prospectus does not contain all of the information included in the registration statement of which this prospectus is a part. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The registration statement containing this prospectus supplement, including the exhibits to the registration statement, provides additional information about us and the securities offered pursuant to this prospectus supplement. The registration statement, including the exhibits, can be read on the SEC’s website or at the SEC’s offices mentioned under the heading “Where You Can Find More Information.”

Unless we state otherwise or the context indicates otherwise, references to the “Company,” “VolitionRx,” “Volition,” “we,” “us,” and “our” in this prospectus refer to VolitionRx Limited and its wholly owned subsidiaries, Singapore Volition Pte. Limited, Belgian Volition SRL, Volition Global Services SRL, Volition Diagnostics UK Limited, Volition America, Inc., and Volition Germany GmbH, and its majority-owned subsidiary Volition Veterinary Diagnostics Development LLC. Our fiscal year ends on December 31 of each calendar year. 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 in this prospectus are the property of their respective owners. Additionally, unless otherwise specified, all references to “$” refer to the legal currency of the United States of America.

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks and uncertainties described below, together with all of the other information included in this prospectus supplement, the accompanying prospectus, and the information incorporated by reference herein and therein, including the risks described under the heading “Risk Factors” beginning on page 10 of our Annual Report, as well as in the other documents we file with the SEC.

If any of the risks described below, or incorporated by reference into this prospectus, actually occur, our business, financial condition, results of operations and future prospects could suffer. In that case, the trading price of our common stock may decline and you may lose all or part of your investment. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, financial condition, results of operations and future prospects. Certain statements below are forward-looking statements. See the information included under the heading “Cautionary Note Regarding Forward-Looking Information.”

Risks Related to this Offering

You may experience immediate and substantial dilution in the book value of your investment.

The offering price per share in this offering may exceed the pro forma net tangible book value per share of our common stock outstanding prior to this offering. Assuming that an aggregate of 7,987,220 shares of our common stock are sold at a price of $3.13 per share, the last reported sale price of our common stock on the NYSE American market on September 22, 2021, for aggregate gross proceeds of $25.0 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $2.30 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of June 30, 2021 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options, warrants or the delivery of shares upon vesting of restricted stock units could result in further dilution of your investment.

Management will have broad discretion to determine how to use the funds raised in this offering, and may use them in ways that may not enhance our operating results or the price of our common stock.

Our management will have broad discretion over the use of proceeds from this offering, and we could spend the proceeds from this offering in ways our stockholders may not agree with or that do not yield a favorable return. We intend to use the net proceeds of this offering for continued product development, clinical studies, product commercialization, working capital and other general corporate purposes, including potential strategic acquisitions. However, our use of these proceeds may differ substantially from our current plans. If we do not invest or apply the proceeds of this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could have a material adverse effect on our business, financial condition, operating results and cash flow, and which could cause our stock price to decline.

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share paid by investors in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by any investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. Notably, as of September 22, 2021, we have sold 395,048 shares of our common stock for gross proceeds of approximately $1.5 million under the prior equity distribution agreement we entered into with Cantor and Oppenheimer, dated November 12, 2020, and pursuant to Rule 415(a)(5) and Rule 415(a)(6), we may continue to offer and sell our common stock under the prior equity distribution agreement during the grace period afforded by Rule 415(a)(5). The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by any investors in this offering.

Future sales of substantial amounts of our common stock, or the possibility that such sales could occur, could adversely affect the market price of our common stock.

We may issue up to $25.0 million of our common stock from time to time in this offering. The issuance from time to time of shares of our common stock in this offering, as well as the fact that we have the ability to issue such shares in this offering, could have the effect of depressing the market price or increasing the market price volatility of our common stock.

It is not possible to predict the actual number of shares of our common stock we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales.

Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the Designated Agents at any time throughout the term of the Distribution Agreement. The number of shares of our common stock that are sold through the Designated Agents after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with the Designated Agents in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales.

The common stock offered hereby may be sold in “at the market” offerings or in privately negotiated transactions, and investors who buy shares at different times will likely pay different prices.

Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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 prospectus supplement, the accompanying prospectus, or the documents incorporated by reference herein or therein, are forward-looking statements. Such statements are typically characterized by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate(s),” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “potential,” “seek,” “should,” “strategy,” “will,” and similar expressions.

Forward-looking statements also include the assumptions underlying or relating to such statements. In particular, forward-looking statements contained in this prospectus supplement and the accompanying prospectus relate to, among other things, our future or assumed financial condition, results of operations, liquidity, business forecasts and plans, research and product development plans, manufacturing plans, strategic plans and objectives, capital needs and financing plans, product launches, regulatory approvals, competitive environment, and the application of accounting guidance. We caution you that the foregoing list may not include all of the forward-looking statements made in this prospectus supplement and the accompanying prospectus.

Our forward-looking statements are based on our management’s current assumptions and expectations about future events and trends, which affect or may affect our business, strategy, operations or financial performance. Although we believe that these forward-looking statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties and are made in light of information currently available to us. 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 set forth in the registration statementsection entitled “Risk Factors” beginning on page S-6 of this prospectus and page 10 of our Annual Report, as well as those described in the other documents we file with the SEC. You should read this prospectus supplement, the accompanying prospectus, and the exhibitsdocuments incorporated by reference herein and schedules thereto. Statementstherein, completely and with the understanding that our actual future results may be materially different from and worse than what we expect.

Some significant factors that may impact our estimates and forward-looking statements include:

Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

Forward-looking statements speak only as of the date they were made, and, except to the extent required by law or the rules of the NYSE American, we undertake no obligation to update or review any forward-looking statement because of new information, future events or other factors. You should, however, review the risks and uncertainties we describe in the reports we will file from time to time with the SEC, after the date of this prospectus supplement. See the information included under the heading “Where You Can Find More Information.”

Forward-looking statements involve risks and uncertainties and are not guarantees of future performance. As a result of such risks and uncertainties, including those described above, the forward-looking statements discussed in this prospectus assupplement, the accompanying prospectus, and the documents incorporated by reference herein and therein might not occur and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, but not limited to, the contentsfactors mentioned above. Because of these uncertainties, you should not place undue reliance on these forward-looking statements when making an investment decision.

USE OF PROCEEDS

We may issue and sell our common stock having aggregate gross proceeds of up to $25.0 million from time to time. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We estimate that the net proceeds from the sale of our common stock that we are offering may be up to $24.1 million, after deducting the Designated Agents’ commissions and estimated offering expenses payable by us.

We currently anticipate that we will use the net proceeds received by us for continued product development, clinical studies, product commercialization, working capital and other general corporate purposes, including potential strategic acquisitions. Our expected use of the net proceeds from this offering is based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of proceeds will vary depending on numerous factors, including the factors described under the heading “Risk Factors” beginning on page S-6 of this prospectus supplement and page 10 of our Annual Report, as well as the other documents we file with the SEC. As a result, management will retain broad discretion over the allocation of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds.

DESCRIPTION OF COMMON STOCK

The following is a summary of all material characteristics of our common stock as set forth in our second amended and restated certificate of incorporation and amended and restated bylaws. This summary does not purport to be complete and is qualified in its entirety by reference to our second amended and restated certificate of incorporation and amended and restated bylaws, copies of which have been filed as exhibits to our SEC filings. For more information, see “Where You Can Find More Information.”

General

We may issue shares of our common stock from time to time. We are currently authorized to issue 100,000,000 shares of common stock, par value $0.001 per share.

As of September 22, 2021, there were 53,222,361 shares of our common stock outstanding.

Common Stock

Our common stock is listed on the NYSE American market and traded under the symbol “VNRX.” On September 22, 2021, the last reported sale price of our common stock on the NYSE American market was $3.13.

Holders of shares of our common stock are entitled to one vote per share held of record on all matters submitted to a vote of stockholders, including the election of directors. The holders are entitled to receive dividends when, as and if declared by our board of directors, in its discretion, out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in all of our assets remaining after payment of liabilities. The holders of our common stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares. All of the outstanding shares of our common stock are, and the shares of our common stock when issued will be, fully paid and non-assessable.

The material terms of our common stock are further described under the heading “Description of Capital Stock” in the accompanying prospectus.

Holders

As of September 22, 2021, there were approximately 131 holders of record of our common stock. The actual number of holders of our common stock is greater than the number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by banks, brokers, dealers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

DIVIDEND POLICY

We have not previously paid cash dividends on our common stock. It is our current intention to invest our cash flow and earnings in the growth of our business and, therefore, we have no plans to pay cash dividends for the foreseeable future. Investors should not purchase our common stock with the expectation of receiving cash dividends. 

DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the public offering price per share of our common stock and the “as-adjusted” net tangible book value per share of our common stock after this offering.

Net tangible book value per share of our common stock is determined by subtracting our total liabilities from the amount of our total tangible assets (total assets less intangible assets) and then dividing the difference by the number of shares of our common stock deemed to be outstanding at that date. As of June 30, 2021, we had a net tangible book value of $26.4 million, or $0.50 per share of common stock.

Investors purchasing in this offering will incur immediate and substantial dilution. After giving effect to the sale and issuance by us of our common stock in an amount equal to $25.0 million at an assumed price of $3.13 per share, the last reported sale price of our common stock on the NYSE American market on September 22, 2021, and after deducting commissions to the Designated Agents and estimated offering expenses payable by us, our as-adjusted net tangible book value as of June 30, 2021 would have been approximately $50.5 million, or approximately $0.83 per share.

This amount represents an immediate increase in as-adjusted net tangible book value of $0.33 per share to our existing stockholders and immediate dilution in as-adjusted net tangible book value of $2.30 per share to new investors purchasing shares in this offering. We determine dilution by subtracting the as-adjusted net tangible book value per share after this offering from the assumed public offering price per share paid by an investor in this offering.

The following table illustrates this dilution on a per share basis:

An increase of $0.50 per share in the price at which the shares are sold from the assumed public offering price of $3.13 per share shown in the table above, assuming all of our common stock in the aggregate amount of $25.0 million is sold at that price, would increase our as-adjusted net tangible book value per share after the offering to $0.84 per share, and would increase the dilution per share to new investors purchasing in this offering to $2.79 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $0.50 per share in the price at which the shares are sold from the assumed public offering price of $3.13 per share shown in the table above, assuming all of our common stock in the aggregate amount of $25.0 million is sold at that price, would decrease our as-adjusted net tangible book value per share after the offering to $0.81 per share, and would decrease the dilution per share to new investors purchasing in this offering to $1.82 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only and may differ based on the actual offering price and the actual number of shares offered.

The above discussion and table are based on approximately 53,144,082 shares of our common stock outstanding as of June 30, 2021 and excludes the following:

CERTAIN U.S. FEDERAL TAX CONSIDERATIONS APPLICABLE TO HOLDERS OF COMMON STOCK

The following is a description of certain U.S. federal income and estate tax considerations related to the purchase, ownership and disposition of our common stock that are applicable to U.S. and non-U.S. holders (defined below).

This summary:

This description constitutes neither tax nor legal advice. Prospective investors are urged to consult their own tax advisors to determine the specific tax consequences and risks to them of purchasing, holding and disposing of our common stock, including the application to their particular situations of any contractU.S. federal, state, local and non-U.S. tax laws and of any applicable income tax treaty.

Certain U.S. Federal Income Tax Considerations Applicable to U.S. Holders

U.S. Holder Defined

For purposes of this discussion, a U.S. holder is a beneficial owner of our common stock that is a “U.S. person” for U.S. federal income tax purposes. A “U.S. person” is any of the following:

If a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) owns our common stock, then the U.S. federal income tax treatment of a partner in that partnership, including a partner that is a U.S. person, generally will depend on the status of the partner and the partnership’s activities. Partners and partnerships should consult their own tax advisors with regard to the U.S. federal income tax treatment of an investment in our common stock.

Distributions to U.S. Holders

Distributions of cash or property, if any, paid to a U.S. holder of our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions made on our common stock that are treated as dividends generally will be included in your income as ordinary dividend income. With respect to noncorporate taxpayers, such dividends are generally taxed at reduced rates provided certain holding period requirements are satisfied.

Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a holder’s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described under the section titled “—Sale or Taxable Disposition of Common Stock by U.S. Holders” below.

Sale or Taxable Disposition of Common Stock by U.S. Holders

Upon the sale, exchange or disposition of our common stock, you generally will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any property received upon the sale or exchange and (ii) your adjusted tax basis in the common stock. Such capital gain or loss will be long-term capital gain or loss if your holding period in the common stock is more than one year at the time of the sale, exchange or disposition. Long-term capital gains recognized by certain noncorporate taxpayers will generally be subject to reduced rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations.

Medicare Contributions Tax

Certain U.S. holders who are individuals, estates or certain trusts must pay a 3.8% tax on the U.S. person’s “net investment income.” Net investment income generally includes, among other things, dividend income and net gains from the disposition of our common stock. A U.S. holder that is an individual, estate or trust should consult its tax advisor regarding the applicability of the Medicare tax to its income and gains in respect of its investment in our common stock.

Certain U.S. Federal Income Tax Considerations Applicable to Non-U.S. Holders

Non-U.S. Holder Defined

For purposes of this discussion, a non-U.S. holder is a beneficial owner of our common stock that is not a “U.S. holder” (as defined under the section titled “—U.S. Holder Defined” above).

If a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) owns our common stock, then the U.S. federal income tax treatment of a partner, including a partner that is a non-U.S. person, in that partnership generally will depend on the status of the partner and the partnership’s activities. Partners and partnerships should consult their own tax advisors with regard to the U.S. federal income tax treatment of an investment in our common stock.

Distributions to Non-U.S. Holders

Distributions of cash or property, if any, paid to a non-U.S. holder of our common stock will constitute “dividends” for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. If the amount of a distribution exceeds both our current and accumulated earnings and profits, such excess will first constitute a nontaxable return of capital, which will reduce the holder’s tax basis in our common stock, but not below zero. Any excess will be treated as gain from the sale of our common stock and will be treated as described under the section titled “—Sale or Taxable Disposition of Common Stock by Non-U.S. Holders” below.

Subject to the following paragraphs, dividends on our common stock generally will be subject to U.S. federal withholding tax at a 30% gross rate, subject to any exemption or lower rate as may be specified by an applicable income tax treaty. We may withhold up to 30% of either (i) the gross amount of the entire distribution, even if the amount of the distribution is greater than the amount constituting a dividend, as described above, or (ii) the amount of the distribution we project will be a dividend, based upon a reasonable estimate of both our current and our accumulated earnings and profits for the taxable year in which the distribution is made. If tax is withheld on the amount of a distribution in excess of the amount constituting a dividend, then you may obtain a refund of that excess amount by timely filing a claim for refund with the IRS. Any such distributions will also be subject to the discussion below under the section titled “Foreign Account Tax Compliance Act Considerations.”

To claim the benefit of a reduced rate of or an exemption from U.S. federal withholding tax under an applicable income tax treaty, a non-U.S. holder will be required (i) to satisfy certain certification requirements, which may be made by providing us or our agent with a properly executed and completed IRS Form W-8BEN (for individuals) or W-8BEN-E (for entities) certifying, under penalty of perjury, that the holder qualifies for treaty benefits and is not a U.S. person, or (ii) if our common stock is held through certain non-U.S. intermediaries, to satisfy the relevant certification requirements of the applicable Treasury Regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities. Non-U.S. holders that do not timely provide us or our paying agent with the required certification, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty.

Dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment, or a fixed base in the case of an individual non-U.S. holder, that is maintained by the non-U.S. holder in the United States) (“effectively connected dividends”) are not subject to the U.S. federal withholding tax, provided that the non-U.S. holder certifies, under penalty of perjury, that the dividends paid to such holder are effectively connected dividends on a properly executed and completed IRS Form W-8ECI (or other applicable form). Instead, any such dividends will be subject to U.S. federal income tax on a net income basis in a manner similar to that which would apply if the non-U.S. holder were a U.S. person.

Corporate non-U.S. holders who receive effectively connected dividends may also be subject to an additional “branch profits tax” at a gross rate of 30% on their earnings and profits for the taxable year that are effectively connected with the holder’s conduct of a trade or business within the United States, subject to any exemption or reduction provided by an applicable income tax treaty.

Sale or Taxable Disposition of Common Stock by Non-U.S. Holders

Any gain realized on the sale, exchange or other document referredtaxable disposition of our common stock generally will not be subject to U.S. federal income tax unless:

A non-U.S. holder described in the first or second bullet point above generally will be subject to U.S. federal income tax on the net gain derived from the sale or disposition under regular graduated U.S. federal income tax rates as if the holder were a U.S. person. If the non-U.S. holder is a corporation, then the gain may also, under certain circumstances, be subject to the “branch profits” tax, which was discussed above.

With respect to the third bullet point, although there can be no assurance, we believe we are not, necessarily completehave not been and will not become a “United States real property holding corporation” for U.S. federal income tax purposes. In the event that we are or become a United States real property holding corporation at any time during the applicable period described in each instance reference is madethe third bullet point above, any gain recognized on a sale or other taxable disposition of our common stock may be subject to U.S. federal income tax, including any applicable withholding tax, if (i) the non-U.S. holder beneficially owns, or has owned, more than 5% of our common stock at any time during the applicable period, or (ii) our common stock ceases to be regularly traded on an “established securities market” within the meaning of the Code. Non-U.S. holders who intend to acquire more than 5% of our common stock are encouraged to consult their tax advisors with respect to the copyU.S. tax consequences of a disposition of our common stock.

Any proceeds from the disposition of our common stock will also be subject to the discussion below under the section titled “Foreign Account Tax Compliance Act Considerations.”

Federal Estate Tax

Common stock owned or treated as owned by an individual who is a non-U.S. holder at the time of his or her death generally will be included in the individual’s gross estate for U.S. federal estate tax purposes and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with payments of dividends on our common stock and the proceeds from a sale or other disposition of our common stock. Copies of information returns may be made available to the tax authorities of the country in which a non-U.S. holder resides or is incorporated under the provisions of a specific treaty or agreement.

You may be subject to backup withholding with respect to dividends paid on our common stock or with respect to proceeds received from a disposition of the shares of our common stock. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. You will be subject to backup withholding if you are not otherwise exempt and you:

Backup withholding is not an additional tax, but rather is a method of tax collection. You generally will be entitled to credit any amounts withheld under the backup withholding rules against your U.S. federal income tax liability provided that the required information is furnished to the IRS in a timely manner.

A non-U.S. holder may have to comply with certification procedures to establish that it is not a U.S. person in order to avoid information reporting and backup withholding tax requirements. The certification procedures required to claim a reduced rate of withholding under an income tax treaty will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a payment to a non-U.S. holder may be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such non-U.S. holder to a refund, provided that the required information is timely furnished to the IRS.

Foreign Account Tax Compliance Act Considerations

The Foreign Account Tax Compliance Act, or FATCA, generally imposes a U.S. federal withholding tax at a rate of 30% on payments of dividends on, and gross proceeds from the sale or other disposition of, our common stock if paid to a foreign entity unless (i) if the foreign entity is a “foreign financial institution,” the foreign entity must enter into an agreement with the IRS or, in the case of a foreign financial institution in a jurisdiction that has entered into an intergovernmental agreement with the United States, comply with the requirements of such contractagreement and undertake certain due diligence, reporting, withholding, and certain certification obligations, (ii) if the foreign entity is not a “foreign financial institution,” the foreign entity identifies certain of its U.S. investors, if any, or other document(iii) the foreign entity is otherwise exempt under FATCA. Proposed Treasury regulations have been issued that would eliminate withholding on payments of gross proceeds (but not on payments of dividends). Pursuant to the preamble to the proposed Treasury regulations, we and any withholding agent may (but are not required to) rely on this proposed change to FATCA withholding until the final regulations are issued or the proposed regulations are withdrawn. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

We will not pay any additional amounts to non-U.S. holders in respect of any amounts withheld, including pursuant to FATCA. Under certain circumstances, a non-U.S. holder may be eligible for refunds or credits of the tax. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this section. Non-U.S. holders should consult their own tax advisors regarding the possible implications of these rules on their investment in our common stock and the entities through which they hold our common stock, including, without limitation, the process and deadlines for meeting the applicable requirements to prevent the imposition of the 30% withholding tax under FATCA.

PLAN OF DISTRIBUTION

We have entered into the Distribution Agreement with Cantor and Oppenheimer as our designated agents and/or principals, which we have filed as an exhibit to the registration statement of which this prospectus supplement forms a part. The Distribution Agreement is incorporated by reference in this prospectus supplement. Sales of our common stock, if any, may be made in sales deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act or in privately negotiated transactions. The Designated Agents are not required to sell any specific amount, but will use commercially reasonable efforts to sell on our behalf all of our common stock requested to be sold by us, consistent with their normal trading and sales practices, under the terms and subject to the conditions set forth in the Distribution Agreement. We may instruct the Designated Agents not to sell our common stock if the sales cannot be effected at or above the price designated by us in any instruction or placement notice we deliver to the Designated Agents. We or the Designated Agents may suspend the offering of our common stock upon delivering notice and subject to other conditions, as further described in the Distribution Agreement.

The respective Designated Agent to whom we deliver a placement notice will provide written confirmation to us following the close of trading on the NYSE American market each day in which our shares are sold under the Distribution Agreement by the respective Designated Agent. Each such statement being qualifiedconfirmation will include the number of shares of common stock sold on such day, the net proceeds to us, the compensation payable by us to that Designated Agent in connection with the sales of such common stock, and the additional expenses deducted from the net proceeds payable to us.

We will pay the Designated Agents commissions for their respective services in acting as our agents or principals in the sale of our common stock. Each Designated Agent will be entitled to compensation at a fixed commission rate of up to 3.0% of the gross sales price of all respectsof our common stock sold through it as designated agent under the Distribution Agreement. We estimate that the total expenses for the offering, excluding compensation payable to the Designated Agents under the terms of the Distribution Agreement, will be approximately $160,000, which includes the reimbursement to the Designated Agents for the reasonable out-of-pocket fees and disbursements of its legal counsel in an amount not to exceed $50,000.

Settlement for sales of our common stock will occur on the second business day following the date on which any sales are made, or on such other date as is agreed upon by us and the Designated Agents in connection with a particular transaction, in return for payment of the net proceeds to us. Settlement for all shares of our common stock shall be effected by book-entry delivery of the shares of our common stock to the applicable Designated Agent’s account at The Depository Trust Company against payments by the Designated Agents of the net proceeds from the sale of such reference. For further information with respectshares of our common stock in same day funds delivered to an account designated by us.

We will report at least quarterly the number of shares of common stock sold through the Designated Agents under the Distribution Agreement, the net proceeds to us and the compensation paid by us to the Designated Agents in connection with the sales of our common stock.

The Designated Agents and their affiliates have provided, and may in the future provide, various investment banking, commercial banking, fiduciary and advisory services for us from time to time for which they have received, and may in the future receive, customary fees and expenses. The Designated Agents and their affiliates may, from time to time, engage in other transactions with and perform services for us in the ordinary course of their business.

In connection with the sale of our common stock offered hereby,on our behalf, each Designated Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Designated Agents will be deemed to be underwriting commissions or discounts. We have agreed to indemnify the Designated Agents against specified liabilities, including liabilities under the Securities Act, or to contribute to payments that the Designated Agents may be required to make because of those liabilities.

The offering of shares of our common stock pursuant to the Distribution Agreement will terminate upon the earlier of (1) the sale of all shares subject to the Distribution Agreement, or (2) termination of the Distribution Agreement pursuant to its terms. The Distribution Agreement may be terminated by the Designated Agents or as further described in the Distribution Agreement.

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LEGAL MATTERS

Certain legal matters relating to this offering will be passed on by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. Certain legal matters relating to this offering will be passed upon for the Designated Agents by Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C., New York, New York.

EXPERTS

The consolidated financial statements of VolitionRx Limited as of December 31, 2020 and 2019 and for each of the years in the two-year period ended December 31, 2020, have been incorporated by reference herein in reliance upon the reports of Sadler, Gibb & Associates, LLC, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate” into this prospectus information that we file with the SEC in other documents. This means that we can disclose important information to you by referring to other documents that contain that information. Any information that we incorporate by reference into this prospectus is madeconsidered part of this prospectus.

Information contained in this prospectus, and information that we file with the SEC in the future and incorporate by reference in this prospectus automatically modifies and supersedes previously filed information, including information in previously filed documents or reports that have been incorporated by reference in this prospectus, to such registrationthe extent the new information differs from or is inconsistent with the old information. Any statement exhibitsso modified will be deemed to constitute a part of this prospectus only as so modified, and schedules.any statement so superseded will be deemed not to constitute a part of this prospectus.

We are subjectincorporate by reference, as of their respective dates of filing, the documents listed below that we have filed with the SEC and any additional documents that we may file in the future with the SEC pursuant to the information and periodic reporting requirementsSections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this prospectus supplement and the date on which the offering of the securities covered by this prospectus has been completed, other than, in each case, documents or information deemed to have been “furnished” and not “filed” in accordance with SEC rules: